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The following are the terms and conditions ("Terms and Conditions") for the sale of products ("Products") by Spanawave Corporation ("Spanawave") to Spanawave's customers ("Customers"). Please read this agreement carefully. Any different or additional terms set forth in customer's purchase order or similar communication are objected to and shall not be binding on the company unless a separate agreement has been signed by an authorized officer of the company. By placing an order for products from the company, or by accepting delivery of the products described on the applicable packing slip, bill of lading and/or invoice received with the products, you agree to be bound by and accept these terms and conditions of sale.
1. ACCEPTANCE AND CANCELLATION OF ORDERS
All orders are subject to acceptance by Spanawave in writing by a duly authorized agent of Spanawave; any written acknowledgement of receipt of an order shall not, in and of itself, constitute such acceptance. Orders accepted and processed by Spanawave may not be cancelled by Customer except as covered by the Limited Warranty, all sales are final. Cable Assemblies and Non-Standard Products are also Non-Cancelable/Non-Refundable (“NC/NR”). Non-Standard Parts are defined as Products which are special orders, custom orders, orders for non-standard products, products not customarily in stock or orders for value-added products. In the event of cancellation or other withdrawal of an order for any reason and without limiting any other remedy which Spanawave may have as a result of such cancellation or other withdrawal, reasonable cancellation or restocking charges, which shall include all expenses then incurred and commitments made by Spanawave, shall be paid by Customer to Spanawave. Customer requests to reschedule are subject to acceptance by Spanawave in its sole discretion. Orders may not be rescheduled after the order has been submitted by Spanawave to the shipment carrier.
2. PRICES
Orders are billed at the prices (in US dollars) in effect at the time of shipment. Prices will be as specified by Spanawave and will be applicable for the period specified in Spanawave's quote. If no period is specified, quoted prices will be applicable for thirty (30) days. The catalog reflects the latest pricing information available at the time of printing. Prices shown in the catalog are subject to change without notice. Prices are subject to change in the event of a change in Spanawave's costs or other circumstances beyond Spanawave's reasonable control. Prices are exclusive of taxes, impositions and other charges, including: sales, use, excise, value added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent's and broker's fees, bank fees, consular fees, document fees and import duties.
3. TERMS OF PAYMENT
All payments must be in US Dollars, or will be converted to US Dollars using the available exchange rate at the time of purchase.
Credit cards accepted are MasterCard, VISA, Discover, and American Express credit cards, purchase cards and major bank debit cards. Payment via net thirty (30) days is available to businesses, schools and agencies or as otherwise specified by Spanawave subject to approved credit.
4. SALES TAX
Only California residents need to remit sales tax. Spanawave does not remit sales tax to states other than California . Any sales tax due that is not collected by Spanawave is the responsibility of the customer.
5. DELIVERY AND TITLE. Customer is responsible for all shipping costs and any applicable surcharges. Title and risk of loss pass to Customer upon delivery of the Products to the carrier. Spanawave's delivery dates are estimates only and Spanawave is not liable for delays in delivery. Spanawave reserves the right to make partial shipments and Customer will accept delivery and pay for the Products delivered. A delayed delivery of any part of an Order does not entitle Customer to cancel other deliveries.
6. PRODUCT RETURNS. Customer cannot return Products without a return material authorization ("RMA") number. RMAs will be issued only for damage, shortage, or other discrepancy to Products created solely by Spanawave or the original manufacturer, and only if Customer notifies Spanawave in writing of any damage, shortage, or other discrepancy to Products within 10 days after delivery. RMAs will not be granted for damage, shortage, or other discrepancy created by Customer, the carrier or freight provider, or any other third party. Returned Products must be in original manufacturer's shipping cartons or equivalent. Customer must return all Products, freight prepaid, as specified in the RMA and pay any restocking charges. At Spanawave's discretion, Spanawave will return all Products not eligible for return to Customer, freight collect, or hold Product for Customer's account at Customer's expense.
7. SPANAWAVE'S LIMITED WARRANTY
All products are covered by a LIMITED WARRANTY for a period of ninety (90) days from the date of shipment when purchased from Spanawave Enterprises, Inc. Customer must notify Spanawave within 90 days from date of shipment of any defective product. An approved Return Materials Authorization (RMA) number must first be obtained from Spanawave prior to the return of any merchandise to Spanawave for inspection under warranty. Shipping charges for all materials returned under this Limited Warranty are to be prepaid by the Customer. This warranty is limited to the original purchaser. Spanawave's liability arising out of any sale of products to Customer is expressly limited to either (1) Credit for the purchase price paid by Customer for such products (without interest), or (2) Repair and/or replacement of such products, found to be defective after inspection by Spanawave, and such remedies shall be exclusive and in lieu of all others. This warranty is in lieu of any and all other warranties, whether oral, written, expressed, implied or statutory. Further, no warranty will apply if the Product has been subject to misuse, neglect, accident or modification, or has been soldered or altered in any way.
All returns must be shipped to:
Spanawave Corporation
3845 Atherton Rd., Suite #7
Rocklin , CA 95765 USA
8. LIMITATION OF LIABILITY
SPANAWAVE IS NOT LIABLE FOR AND CUSTOMER IS NOT ENTITLED TO ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES; FOR EXAMPLE, LOSS OF PROFITS OR REVENUE, LOSS OF DATA, LOSS OF USE, REWORK, MANUFACTURING EXPENSE, INJURY TO REPUTATION, OR LOSS OF CUSTOMERS. CUSTOMER'S RECOVERY FROM SPANAWAVE FOR ANY DIRECT DAMAGES WILL NOT EXCEED THE PRICE OF THE PRODUCT AT ISSUE. CUSTOMER WILL INDEMNIFY, DEFEND AND HOLD SPANAWAVE HARMLESS FROM ANY CLAIMS BASED ON; (i) SPANAWAVE'S COMPLIANCE WITH CUSTOMER'S DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS, (ii) MODIFICATION OF ANY PRODUCTS BY ANYONE OTHER THAN SPANAWAVE, OR (iii) USE IN COMBINATION WITH OTHER PRODUCTS.
9. FORCES BEYOND SPANAWAVE'S CONTROL
Spanawave is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery due to causes beyond its reasonable control, (for example: acts of God, acts or omissions of the Customer, man-made or natural disasters, epidemic medical crises, materials shortages, strikes, acts of terrorism, delays in transportation, or inability to obtain labor or materials through its regular sources).
10. USE OF PRODUCTS
Products are not authorized for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or catastrophic property damage. If Customer uses or sells the Products for use in any such applications, Customer acknowledges that such use or sale is at Customer's sole risk. Customer will indemnify, defend and hold Spanawave and the Product manufacturer harmless from and against any and all liabilities and costs arising out of or in connection with such use or sale.
11. EXPORT/IMPORT
Certain Products sold by Spanawave and other related technology and documentation are subject to export control laws, regulations and orders of the United States and the export or import control laws and regulations of other countries. Customer will not directly or indirectly export or divert any Products and other related technology and documentation to any third party or country where such export or transmission is restricted or prohibited. Customer agrees it is responsible to obtain any license to export, re-export, or import as may be required.
12. PRODUCT INFORMATION
Product information, including information related to a Product's specifications, export/import control classifications, uses or conformance with legal or other requirements, is obtained by Spanawave from its suppliers or other sources. Such information is provided by Spanawave on an "AS IS" basis. Spanawave makes no representation as to the accuracy or completeness of the Product information, and DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES UNDER ANY THEORY WITH RESPECT TO THE PRODUCT INFORMATION, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Spanawave recommends Customer validate any Product Information before using or acting on such information. All Product information is subject to change without notice. Spanawave is not responsible for typographical or other errors or omissions in Product information.
13. ELECTRONIC ORDERS
In the event that any part of the purchase and sale of Products utilizes electronic data interchange, internal or third party portal, or any other electronic means ("Electronic Purchase Order"), this Agreement, or any other validly executed agreement between Spanawave and Customer, will continue to apply to the purchase and sale of Products between Customer and Spanawave.
14. GENERAL
a. The laws of the State of California will exclusively govern any dispute between Spanawave and Customer without reference to California's conflict of laws principles. The United Nations Convention for the International Sale of Goods shall not apply.
b. Customer may not assign this Agreement without the prior written consent of Spanawave. Spanawave or its affiliates may perform the obligations under this Agreement. This Agreement is binding on successors and assigns.
c. This Agreement can only be modified in writing signed by authorized representatives of both Spanawave and Customer.
d. Spanawave and Customer are independent contractors and agree that this Agreement does not establish a joint venture or partnership.
e. Statements or advice (technical or otherwise) if given without charge, are an accommodation to Customer and Spanawave has no responsibility or liability for the content or use of such statements or advice.
f. Spanawave's failure to object to any document, communication, or act of Customer will not be deemed a waiver of any of these terms and conditions.
g. The unenforceability of any of these terms or conditions will not affect the remainder of the terms or conditions.
h. Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses.
i. Customer and Spanawave will comply with applicable laws and regulations.
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