Terms & Conditions of Sales
ALL SALES ARE SUBJECT TO THESE TERMS AND CONDITIONS
These Terms and Conditions of Sale (“Terms”) govern the sale of all products (“Goods”) and services by Ƶ Technologies LLC (“Ƶ” or “Seller”) to the Buyer. All orders are subject to acceptance by Ƶ in its sole discretion, and sale is conditioned on Buyer’s acceptance of these Terms. Ƶ expressly rejects any differing or additional terms proposed in any purchase order or any other communication provided by the Buyer. Any changes to these Terms must be agreed to between Sellerand Buyer, in advance and in writing.
1. Payment Terms:
All quotations reflect U.S. Dollars. All payments must be made in U.S. funds. Except as otherwise set forth on the quotation, order acknowledgement, or invoice of Ƶ, the terms of payment are Net Thirty (30) days from date of invoice, with approved credit. Ƶ reserves the right to require payment in advance, or delay or cancel any shipment or order based upon Ƶ's evaluation of Buyer's creditworthiness.
2. Price and Delivery:
(a) Domestic. For orders shipping within the U.S.A. prices are ExWorks Santa Rosa Incoterms 2010. Except as otherwise set forth on Seller's quotation, order acknowledgement or invoice, freight will be prepaid by the Seller and added to the invoice (Freight Prepay and Add). The prices do not include any taxes, freight, handling, or other similar charges, payment of which shall be the sole responsibility of the Buyer. Seller is not liable for damage to or loss of Goods after possession of Goods passes to a common carrier and title to Goods passes to Buyer. For orders shipping within California, sales tax will be charged unless a California Resale Certificate is provided.
(b) International. For orders shipping outside the U.S.A. prices are FCA Santa Rosa Incoterms 2010. Except as otherwise set forth on Seller's quotation, order acknowledgement or invoice, freight will be paid by the Buyer. The prices do not include any taxes, duties, broker fees, or other similar charges, payment of which shall be the sole responsibility of the Buyer. Seller will clear the Goods for export but is not responsible for import. Seller is not liable for damage to or loss of Goods after possession of goods passes to a common carrier and title to Goods passes to Buyer.
3. Export Controls:
Buyer is hereby informed that the Goods and related technical information provided by Seller to Buyer are subject to United States export control laws. Buyer agrees to comply with U.S. economic sanctions and export control laws and will not re-sell or re-transfer any Ƶ product to: a) any U.S. sanctioned or embargoed country; b) to any person or entity on the Consolidated Screening List or any other restricted End-User; or c) any party if it knows or suspects that Ƶ products will be used in the design, development, production of any restricted End-Use or are destined for a facility engaged in such activities.
4. Warranty:
(a) Warranty. Each product manufactured by Seller is warranted against defects in material and workmanship for a period of between one (1) to three (3) years from the date of shipment to Buyer, under normal use and service. Warranty period dependson the type of product and asstated in Seller's user manual for said product. Extended warranties are available for purchase. Products which are not manufactured by Seller are warranted for ninety (90) daysor longer, as provided by the original equipment manufacturer, from date of shipment to Buyer.
During the warranty period, Seller will repair or replace, at its option, any product which Seller determines to be defective and which is not otherwise excluded under this Section 4.
The foregoing express warranty shall not apply to defects resulting from improper or inadequate maintenance by Buyer or user, Buyer-supplied software or interfacing, unauthorized modifications or misuse, operation outside of the environmental specifications for the product, or improper site preparation or maintenance.
TO THE EXTENT PERMITTED BY LAW, THE EXPRESS WARRANTY AND REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, REMEDIES, AND CONDITIONS, WHETHER ORAL OR WRITTEN, STATUTORY, EXPRESS, OR IMPLIED.AS PERMITTED BY APPLICABLE LAW,SELLER SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(b) Return for Warranty Repair.To obtain warranty service or repair, Buyer must return the product to Seller's location in Santa Rosa, California, U.S.A. Buyer shall prepay shipping charges to send product to Seller, and Seller shall pay shipping charges to return product to Buyer. However, if product proves to be operating normally (not defective) then Buyer shall pay for all shipping charges. If Buyer is located outside the U.S.A. then Buyer shall pay all duties and taxes, if any. See Section 7for return instructions.
(c) Warranty After Repair. After repair, any existing product warranty remains in effect. Otherwise, if the product warranty has expired, the repair is warranted for 90 days from date of shipment, under normal use and service.
5. Guarantee:
(a) Guarantee. Any product or product with options, which is listed on Seller's website (a "Standard Product"), and which is manufactured by Seller, is eligible for, and covered by, a sixty (60)-day money-back guarantee (the "Guarantee"), subject to the limitation that said Guarantee is only available for one (1) unit of said Standard Product purchased by Buyer.
(b) Exclusions. The following are excluded from the Guarantee: (i) any product which is not a Standard Product; (ii) any Standard Product with "special" options, which are not listed on Seller's website; (iii) the fiber optic link (AFL3430); (iv) any physically damaged or defaced product; (v) any product which is missing the cable(s) and/or other support materials; and (vi) any product purchased as a result of Buyer error. Seller reserves the right to check the condition of any returned product, and the existence of all supporting materials to determine if it is an Excluded Product, before issuing any refund to which Buyer may be eligible.
(c) Refunds. A refund shall be issued to Buyer for one (1) Non-Excluded Product returned to Seller within sixty (60) days of Buyer's receipt of the product. Any refund for which Buyer is determined by Seller to be eligible under this Section 5 will be for an amount equal to the complete purchase price of the product, less the fees paid by Seller to originally ship the product to Buyer. See Section 7for return instructions.
6. Cancellations:
Unless otherwise specified in the sales quote, Buyer may cancel order at no cost if cancelled within three (3) business days oforder receipt by Seller. For orders cancelled after threebusiness days, Buyer shall be liable fortermination charges which include all costs, direct or indirect, incurred or committed for any sales contract. In addition, any configuration or non-recurring engineering charges (NRE)will be invoiced to Buyer at 100%. Orders are not cancellable after shipment.
7. Returns:
(a) RMA Required for All Returns. Returns will not be accepted unless a "Return Material Authorization" (RMA) has been issued. Buyer must reference the proper RMA number on all packages and paperwork. All Goods shall be returned to Ƶ at the cost, risk, and responsibility of the Buyer.
(b) Return to Stock. Any return of Goods to stock will be subject to Ƶ's prior written consent and a restocking fee. Goods accepted for return to stock must be returned to Ƶ's facility in the original packaging, unopened, unless otherwise agreed to in writing by Ƶ.
(c) Return for Money-Back Guarantee Refund. Instructions for returning a product to Ƶ for a money-back guarantee refund are available at:
endruntechnologies.com/support/money-back-guarantee
(d) Return for Repair. Instructions for returning a product to Ƶ for repair (under warranty or otherwise) are available at:
endruntechnologies.com/support/warranty
8. Intellectual Property Ownership:
Buyer acknowledges and agrees that Ƶ Technologies owns and continues to own all right, title and interest to all Intellectual Property Rights to the software, technology, designs, engineering details, schematics and similar data relating to or incorporated in the Goods, all improvements, updates, upgrades, modifications, derivative works derived therefrom (whether or not the updates/upgrades, improvements, modifications or derivative work is paid for by Buyer) and all materials and documentation related to each of the foregoing. No title to or ownership of any Intellectual Property Rights to any of the foregoing is transferred to Buyer. Buyer acknowledges and agrees that its use of the Intellectual Property Rights in and/or derived from the Goods, pursuant to these Terms shall not give the Buyer any right, title or interest in or to the Intellectual Property Rights in the Goods. “Intellectual Property Rights” means any patent, copyright, trade name, trademark, service mark, trade secret, know-how, or any other intellectual property right or proprietary right, whether registered or unregistered and whether now known or hereafter recognized in any jurisdiction.
9. Limitation of Liability:
In no event will Seller have any liability to Buyer, Buyer’s customer or any other third party, for any incidental, special, exemplary, consequential or punitive damages, lost profits, lost revenue, lost business opportunity, lost data, equipment downtime, or any other indirect damages in connection with the sale and supply of Goods and/or services by Seller, regardless of whether the basis of such liability is in contract, tort, or any other legal or equitable theory. These limitations will apply notwithstanding the failure of the essential purpose of any limited remedy. In no event will Seller’s total cumulative liability for claims or causes arising out of these Terms and Conditions or the transaction contemplated thereby, exceed the lesser of (i) the sum paid by Buyer to Seller for the services supplied to Buyer or the Goods delivered to Buyer under the applicable purchase order, or (ii) OneHundred Thousand Dollars. The existence of more than one claim against the particular services supplied to or Goods delivered to Buyer under a purchase order shall not enlarge or extend this limit.
10. Applicable Law and Venue:
The laws of the State of California shall govern the rights and obligations of the Buyer and the Seller, and the Buyer and the Seller agree that any legal action or arbitration shall be brought within Sonoma County in the State of California.
11. Entire Agreement:
These Terms and Conditions and any related price quotation, order acknowledgement, user manual, or invoice of Seller constitute the entire agreement between Buyer and Seller. Any terms or conditions in any purchase order or form of acknowledgement of the Buyer which are in addition to, or in conflict with, these Terms and Conditions are expressly objected to and rejected by the Seller and shall not be binding upon the Seller, unless expressly accepted by the Seller in a separate writing and signed by an officer of Seller. UPON ACCEPTANCE OF A SHIPMENT FROM THE SELLER, THE BUYER IS DEEMED TO HAVE ACCEPTED THESE TERMS AND CONDITIONS.
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