General Digital™ Product Warranty/Terms & Conditions
Necessary Legal Stuff
(hereinafter Seller)
STANDARD TERMS AND CONDITIONS
OF SALES
1. ACKNOWLEDGMENT AND ACCEPTANCE.
Acknowledgment and acceptance of any order by seller is expressly limited
to and made conditional upon the terms and conditions contained herein.
Any of the buyer’s terms and conditions which are in addition
to or different from those contained herein and which are not separately
agreed to in writing (except additional provisions specifying quality,
character of the products ordered, and shipping instructions) are hereby
objected to and shall be of no effect. The buyer shall be deemed to
have assented to all terms and conditions contained herein if any part
of the products described herein is accepted.
2. ENTIRE AGREEMENT.
This instrument contains the entire and only agreement between the parties
hereto relating to the subject matter hereof, and any representation,
affirmation of fact, and course of prior dealings, promise or condition
in connection, therewith, or usage of the trade not incorporated herein,
shall not be binding on either party. The rights and obligations contained
herein shall inure to and be bind upon the parties, their legal representatives,
successors, and permitted assigns.
3. WARRANTY.
Seller warrants that upon delivery to the Buyer, the product sold thereunder
shall be free of defects in materials and workmanship and that such
product shall substantially conform to the specifications provided
by Seller. This Warranty commences on the date of delivery to the Buyer
unless another time for commencement has been negotiated between Seller
and Buyer prior to such delivery. Should the product be delivered through
a third party (UPS, USPS, Federal Express, etc.) the warranty period
shall commence on the date that such third party receives the product
unless another time for commencement has been negotiated between Seller
and Buyer prior to such delivery. The duration of the Warranty shall
be one (1) year from the date of delivery as set forth above. This
Warranty shall be effective only if Seller receives notice of such
defects in materials and workmanship during the period of the Warranty
stated above. After Seller receives such notice, Buyer shall obtain
a Return Material Authorization (hereafter RMA) number. To obtain an
RMA number, Buyer shall contact Seller’s Customer Service Department,
with the model number(s), serial number(s), and original purchase order
number(s) of the product or products. Buyer shall include a brief description
of the problem or failure mode experienced. Buyer shall mark the outside
of the package containing the product or products, conspicuously, with
the letters RMA and the number assigned by Seller. Any packaged returned
without RMA and the RMA number clearly visible will be rejected at
Seller’s receiving dock. After Buyer has provided notice and obtained
the appropriate RMA number, Buyer shall return the product, upon request,
to General Digital™ Corporation, 8 Nutmeg Road South, South Windsor,
CT 06074, not later than thirty (30) days after Seller’s receipt
of notice of the alleged problem or failure mode. Buyer shall prepay
all transportation charges for return of the product(s) to Seller.
Seller shall pay for the cost of sending the product(s) back to Buyer.
Transportation charges to Buyer shall be deemed Best Way and any other
transportation charges shall be at the Buyer’s cost. All costs
of customs clearance, shipping, and any other related charges for transportation
outside of the contiguous 48 United States shall be at the Buyer’s
expense. After Buyer’s compliance, Seller shall, at Seller’s
option, repair or replace the product(s). Excluded from this Warranty
are all problems or failures resulting from:
· Improper or inadequate maintenance of the
product by the Buyer;
· Unauthorized opening, servicing or modification of the product by
any means;
· Operation of the product outside its environmental specifications;
· Neglect, misuse, abuse or accidental damage of the product;
· Loss of illumination source (e.g., bulbs, LEDs) beyond its expected
lifetime;
· User-replaceable fuses;
· Modification or integration with other components not covered by a
Seller warranty when such integration increases the likelihood of problems,
failures, or damage.
Further, this warranty is between seller and buyer
only, and does not extend to buyer’s customers or users of buyer’s
products. In addition, and in the event that buyer integrates seller’s
product with components manufactured or supplied by any other company,
this warranty shall only relate to defects in materials and workmanship
of seller’s product and not to problems with or failures of seller’s
product caused by other components integrated with it. Seller’s
rendering of technical advice and/or assistance or Seller’s performance
of service work in connection with Buyer’s order of the product(s)
shall not change or enhance this warranty in any way. Buyer’s reliance
on Seller’s skill or judgment to select or furnish suitable goods
shall be at Buyer’s risk. Seller shall not be liable for any direct,
indirect, special incidental, or consequential damages including, but
not limited to, loss of profits and/or destruction of other property,
caused by any application of the product(s) and/or its integration with
other components. Seller’s liability shall be limited to the amount
paid by the Buyer for the product(s). The aforementioned remedies are
in lieu of and exclude all others. Buyer assumes all other risks and
liabilities for loss, damages or injury, whether or not caused by Seller’s
negligence, to persons or property and arising out of, connected with,
or resulting from, the use of Seller’s products or services either
alone or in combination with other products or services. Seller specifically
excludes any and all other warranties, written or oral, including, but
not limited to, implied warranties of merchantability and fitness for
a particular purpose.
4. SPECIAL PRODUCTS.
The following provisions are to be considered a part of all Special Product
Acknowledgments and Orders. Special Product orders are those calling
for products not contained in Seller’s current catalog and price
list, or those requiring modifications to catalog products or those
requiring sample, environmental, mechanical or life testing, 100% reliability
screening, quality conformance qualifications, or any combination thereof.
These provisions supersede any part of the other clauses relating to
the same project.
A. Delivery dates are best estimates
only and are subject to (1) Receipt by Seller of order and negotiated
specifications containing, where applicable, all quoted waivers and/or
exceptions, (2) successful, first time passage of products submitted
to electrical performance test, to environmental and/or life test processing
required by applicable specifications.
B. Seller assumes no responsibility
for, refund or replacement of products shipped at the Buyer’s request
prior to successful completion of acceptance and/or qualification test
performed by Seller, except those subject only to Buyer’s incoming
visual inspection.
5. PATENTS.
Seller shall defend any suit or proceeding which is based on a claim
that any products or part thereof, furnished under this contract constitutes
an infringement of any valid United States patent, if notified promptly
in writing and given authority, information and assistance for the
defense or settlement of same. In case said product, or part thereof,
is in such suit held to constitute infringement and the use of said
product or part is enjoined, then Seller shall at its own expense and
at its option, either procure for the Buyer the right to continue using
said product or part, or replace same with non-infringing comparable
products, or modify it so it becomes non-infringing, or refund the
purchase price thereof. The forgoing states the entire liability of
Seller for patent infringement by said product or part thereof.
6. TERMS OF PAYMENT.
Unless other arrangements are made, standard payment terms for sales to established
customers within the USA are Net Thirty (30) days from date of shipment. International
sales require advanced payment by wire transfer (electronic funds transfer).
All unpaid invoices will be charged 1% interest per month and a late fee. Interest accrues
from the day the invoice is past due.
A. In the event of default of payment
when due, all costs of collection, including attorney’s fees and court
costs, shall be paid by the applicant.
B. Any credit extended to the applicant
may be reduced or eliminated in the event Seller, in its sole
reasonable discretion, determines that the applicant's payment history,
financial situation or ability to pay is impaired.
7. SECURITY INTEREST
A security interest
in all goods and equipment purchased shall be retained by Seller
until payment in full has been received for such goods and equipment,
and Seller may file UCC-1 forms to perfect its security interests.
8. TITLE AND DELIVERY.
All shipments within the 48 contiguous United States by Seller shall
be F.O.B. point of shipment. Title to hardware products and risk of
loss pass to Buyer upon delivery to carrier at shipping point. Buyer
shall pay all transportation and storage charges. Seller will select
the carrier if Buyer does not. Claims for shortages must be made within
Ten (10) days after receipt of the order.
9. CONTINGENCIES.
Seller shall not be responsible for any failure to perform due to unforeseen
circumstances or to causes beyond its control. Examples of such causes
are acts of God, War, Riot, Embargoes, Acts of Civil or Military Authorities,
Fire, Floods, Accidents, Strikes or Shortages of Transportation, Facilities,
Fuel, Energy, Labor or Materials. Seller may defer delivery for a period
equal to the delay caused by such contingency.
10. CANCELLATION.
A. Default. If Buyer defaults, Seller may decline
to make further shipments and/or may terminate Buyer’s order without
affecting Seller’s rights and remedies including, but not limited
to, any right to cancellation and bill-back charges. If Seller continues
to make shipments after Buyer default, action shall not constitute
a waiver nor affect Seller’s legal remedies.
B. Cancellation: Standard Products. Buyer
is responsible for one hundred percent (100%) payment if any order scheduled
for delivery within thirty (30) days is canceled. Upon written notice
to Seller, Buyer may cancel any order for standard products scheduled
for shipment beyond thirty (30) days after Seller receives Buyer’s
cancellation notice. Buyer shall be liable for any applicable bill-back
charges resulting from such cancellation. Buyer shall also pay, as a
rescheduling/ restocking charge, twenty-five percent (25%) of the price
specified on order sheet for each canceled product unless Buyer reschedules
the order for delivery within one hundred twenty (120) days.
C. Cancellation: Custom Products. If
Buyer cancels orders for products containing design, markings, packaging
or other specifications unique to Buyer, Buyer shall pay the following
cancellation charges in addition to any applicable bill-back charges.
Percentage
of Purchase
Price
to be Paid
Upon
Cancellation
Notice |
Number
of Days Before
Scheduled Delivery that
Written Cancellation is Received |
 |
|
| 100 |
0-30 |
| 75 |
31-60 |
| 50 |
61-90 |
| 20 |
91-120 |
11. SEVERABILITY.
In case any one or more of the provisions or parts of a provision contained
in this agreement shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision or part of a provision of this
agreement but this agreement shall be construed as if such invalid,
illegal or unenforceable provision or part of a provision had never
been contained herein.
12. ARBITRATION.
Any controversy or claim arising out of or relating to this agreement
shall, at the option of either party, be settled by arbitration in
accordance with the rules of American Arbitration Association. Provided,
however that in the event of a violation of the provisions of paragraph
13, General Digital shall be entitled to injunctive or other relief
to enforce its rights under this agreement without prejudice to its
rights under this paragraph. Such injunctive or equitable relief shall
not preclude the award of monetary damages, if appropriate. The parties
acknowledge that, by agreeing to this provision, each waives its right
to a jury trial in exchange for a quicker and less expensive method
of resolving any dispute concerning this agreement or anything relating
thereto.
13. CONTROLLING LAW.
This Agreement shall be governed by, subject to, and construed according
to the laws of the State of Connecticut. For purposes of applying to
Connecticut law, this Agreement shall be deemed to have entered into
and wholly performed in Connecticut. Buyer warrants, and it is a condition
of this acknowledgment, that Buyer has complied, and will continue
to comply with applicable laws, regulations, and order of the United
States Government, and of any state or political subdivision thereof,
including all statutes, regulations, and directives that are applicable
to Buyer's purchase thereunder. Without limiting the foregoing, Buyer
further warrants that they have complied with all applicable provisions
of the Fair Labor Standards Act of 1938, as amended; and all regulations
and orders issued by the US Department of Labor, as well as US export
regulations including, but not limited to, the International Trafficking
and Arms Regulations (ITAR). Buyer further agrees to defend, indemnify
and hold Seller harmless from and against claims, losses, damages,
costs and expenses that may be sustained by reason of Buyer's failure
to meet any of the above requirements.
14. PROPRIETARY RIGHTS AND CONFIDENTIALITY.
A. Rights in any and all of Seller’s information,
know-how, trademarks, data, trade secrets, inventions, patents, plans,
drawings, specifications, processes, designs, etc., whether or not
acquired or reduced to practice during the course or as a result of
this order, shall remain the property of Seller and Seller shall not
be obligated to provide any of such property to Buyer. Buyer shall
obtain no rights in any of such property and the price charged shall
include no consideration for such property unless specifically so stated
on the face of Seller’s Standard Terms and Conditions of Sale.
Listing as a separate line item and separately billing for Non-Recurring
Engineering (Engineering Services) does not accrue to Buyer rights
in any of the aforementioned property of Seller unless specifically
stated on the face of Seller’s Standard Terms and Conditions of
Sale.
B. Buyer acknowledges that propriety
property of Seller is a valuable business asset of Seller and that unauthorized
use or disclosure of such would result in irreparable damage to Seller.
Buyer agrees that it will:
· use proprietary information of Seller only
for the purposes intended and necessitated by this order, not otherwise
use or disclose any proprietary information of Seller without Seller’s
express informed written consent;
· take all reasonable precautions to insure protection against use or
disclosure;
· and return, at Seller’s request, all proprietary property of
Seller which is in the possession or control of Buyer.
C. Any data, information, specifications,
processes, drawings, designs, plans, know-how, etc. of Buyer supplied
to Seller in conjunction with this order must be considered free from
proprietary restrictions unless expressly agreed otherwise in writing
signed by and authorized by an officer of General Digital™ Corporation.
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