Geodesicx, Inc. General Terms and Conditions
This quote constitutes an offer by the Seller (“Seller”) to the Buyer (“Buyer”), named on the front page of this quote, for the sale of services and/or supplies (the “Goods”) as specified in the quote. The offer made in this quote is subject to the terms and conditions stated below, which in turn will become the terms and conditions of any resultant purchase agreement. The Buyer may accept this offer by providing Seller with an official purchase order, contract, or other legally binding purchasing agreement, including written confirmation citing the quotation number on this quote. By accepting this offer the Buyer accepts all of the terms and conditions below.
REVISIONS TO Geodesicx GENERAL TERMS and CONDITIONS
Revisions are incorporated and made an integral part of the Geodesicx General Terms and Conditions, as required. Revisions are not included in this original document; they are posted to the Geodesicx’s website at Collaborative Partner Section as separate dated revision documents.
- “Seller” means Geodesicx, Inc. (“Geodesicx”); and
- “Buyer” means the addressee of this order, whether person(s), firm, or corporation, and/or its duly authorized representative; and
- “Goods” includes, but is not limited to, the services, material, products, equipment, articles, hardware, software, firmware, or other items specified in the quote.
This quote and the subsequent order are expressly conditioned upon Buyer’s acceptance to the foregoing terms. No terms additional to or deviating from the foregoing terms shall become part of the order, unless and until written acceptance of such additional or deviating terms, signed by the Seller has been issued to Buyer.
PRICE AND PAYMENT
All prices are F.O.B. Seller’s facility unless otherwise specifically set forth in the quote. Prices stated are subject to change without notice in the event of (i) alterations in specifications, quantities, designs, or delivery schedules; (ii) increases in the cost of fuel, power, material supplied, or labor; and/or (iii) foreign or domestic legislation enacted by any level of government, including tax legislation which increases the cost of producing, warehousing, or selling the Goods purchased hereunder. No discount will be allowed unless specifically set forth in the quote. Payment terms are NET 30 unless otherwise agreed to by seller in writing. Buyer agrees to pay a delinquency charge of 1.5% per month or if such rate exceeds the maximum rate allowed by applicable law, then a delinquency charge calculated at such maximum rate on the outstanding balance not paid when due, from the date such balances were due until payment with respect thereof is made in full. If, in Seller’s opinion, the financial condition of the Buyer at any time does not justify continuance of production or shipment on the terms of payment specified, Seller may require full or partial payment in advance.
Unless explicitly stated in a contract agreement, purchase order, or quote, Seller warrants that the Goods manufactured by it will be free from defects in material and workmanship for ninety days (90) following the date of shipment. The foregoing warranty is expressly in lieu of all other warranties, expressed or implied. All other warranties, expressed or implied, including any warranty of merchantability or fitness for a particular purpose not expressly herein, are hereby excluded. No affirmation of Seller, by words or action, other than as set forth in this warrant clause shall constitute a warranty.
Goods which may be sold by Seller but which are not manufactured by Seller are not warranted by Seller, but are sold with the warranties, if any, of the manufacturers thereof.
LIMITATION OF LIABILITY
Seller’s liability (whether under the theories of breach of contract or warranty, negligence, or strict liability) for the Goods shall be limited to repairing or replacing, at Seller’s option, Goods found by Seller to be nonconforming, or at Seller’s option, to refunding the purchase price of the non-conforming Goods. At Seller’s request, Buyer will send, at Buyer’s sole expense, any allegedly defective Goods to the Seller’s facility from which the Goods were originally supplied, unless Seller directs otherwise. 2 General Terms and Conditions (CIN-064-0) 5/11/2012
DISCLAIMER OF CONSEQUENTIAL AND INCIDENTAL DAMAGES
In no event should Seller be liable for consequential or incidental damages arising out of or in connection with this quote or resultant purchase agreement including without limitation breach of any obligation imposed on Seller hereunder or in connection herewith. The remedy under the warranty provision is limited to repair or replacement. Consequential damages for purposes hereof shall include, without limitation, loss of use, income or profit or losses sustained as the result of injury (including death) to any person or loss of or damage to property (including without limitation, property handled or processed by the use of the Goods). Buyer shall indemnify Seller against all liability, cost or expense which may be sustained by Seller on account of any such loss, damage or injury.
ACCEPTANCE OF GOODS, DELIVERY AND TRANSPORTATION
Upon Buyer’s receipt of shipment, Buyer shall immediately inspect the Goods. Unless Buyer provides Seller with written notice of any claim, or shortages of, or defects in the Goods within two (2) business days after receipt of shipment, such Goods shall be deemed inspected, checked and accepted by Buyer. In the absence of shipping and packing instructions, Seller shall use its own discretion in choice of carrier and method of packing. Seller shall not be responsible for insuring shipments unless specifically requested by Buyer and any insurance so requested shall be at Buyer’s expenses and valuation.
TITLE AND RISK OF LOSS
Title to any Goods sold and risk of loss of such Goods passes to Buyer upon delivery by Seller to carrier, and any claims for losses or damage shall be made by Buyer directly to carrier.
EXPORT CONTROLLED INFORMATION
The provisions of all applicable U.S security and U.S. export control laws, statutes and regulations shall also apply hereto.
INTELLECTUAL PROPERTY RIGHT
The Seller’s Intellectual Property rights are applicable and a part of these terms and conditions. Delivery of any products under this quote or resultant purchase agreement shall not constitute or be construed by Buyer as a grant of any expressed or implied license or any other right to use, for any purpose, Seller’s Patents, Trademarks, Copyrights, or other intellectual property. Buyer shall not, with respect to any design or intellectual property delivered, directly or indirectly, under this quote or resultant purchase agreement, apply or submit to the U.S. Patent and Trademark Office or any other national or international patent or trademark office, for any property right protection for intellectual property supplied by Seller. The Buyer shall not take any action inconsistent with the Seller’s intellectual property rights in the Product(s).
In addition to the restrictions set forth in Paragraph 12 herein, the Buyer shall not perform or allow others to perform de-compilation, disassembly, or reverse engineering of any Product(s) hardware or software, delivered under any Buyer Purchase Order. The design, manufacture, assembly, know-how, trade secrets or any other intellectual property associated with the Product, hardware or software, shall remain the sole property of the Seller.
TAXES AND FEES
Any sales, use or similar taxes, export charges, duties, import charges, tariffs, customs fees, Value Added (i.e., “VAT”), or other fees, levies, taxes, or surcharges now or hereafter imposed in connection with the production, sale, delivery, use or proceeds of the Goods herein specified (except for taxes on Seller’s net income) shall be payable by Buyer.
TERMINATION, CANCELLATION AND CHANGES
Orders cannot be terminated, cancelled or modified, or shipment deferred after acceptance of Buyer’s order by Seller, except with Seller’s written consent and subject to reasonable charges for expenses incurred and work executed by Seller or its suppliers. Buyer shall be obligated to accept any portion of the goods shipped or delivered by Seller pending Seller’s written approval of cancellation. Orders for custom made material, such as engineered-to-order or configured-to-order products, may not be cancelled after Seller has been in production unless Seller agrees in writing. 3 General Terms and Conditions (CIN-064-0) 5/11/2012
Delivered Goods returned to Seller (see 6. WARRANTY) require prior written approval from Seller before such Goods will be accepted. Handling, inspection, restocking, and invoicing charges will be accessed, if applicable, plus any outgoing packing and freight expenditures paid by Seller. All returns allowed must be shipped to Seller prepaid and must be in original resale condition. Goods processed to Buyer’s specifications are not returnable.
Forbearance or failure of Seller to enforce any of the terms and conditions stated herein, or to exercise any right accruing from default of Buyer, shall not affect or impair Seller’s rights arising from such defaults; nor shall forbearance or failure be deemed a waiver of Seller’s rights in case of any subsequent default of Buyer.
If any provision of this quote and subsequent purchase agreement is unenforceable or invalid, the quote and subsequent purchase agreement shall be interpreted and enforced to the greatest extent possible as if the unenforceable provision or portion had never been a part hereof.
This quote and subsequent purchase agreement shall be binding upon and shall inure to the benefit of the successors and assigns of Buyer and Seller provided, however, that Buyer may not assign or transfer this contract, in whole or in part, except upon the prior written consent of Seller.
This quote and subsequent purchase agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Virginia without regard to its conflict of law provisions. All actions or proceedings arising directly or indirectly here from shall be litigated only in the courts of the Commonwealth of Virginia or United States federal courts located therein and the parties hereby consent to the jurisdiction and venue of such courts.
ALTERNATIVE DISPUTE RESOLUTION
Any controversy or claim arising out of or relating to this quote and subsequent purchase agreement shall be settled by arbitration in Chesapeake, Virginia, United States of America, in accordance with the commercial arbitration rules of the American Arbitration Association in effect on the date of notice of arbitration, and judgment upon the award may be entered in any court of competent jurisdiction. The arbitration panel shall consist of three (3) arbitrators, one of whom shall be chosen by each party, and the third chosen by the arbitrators designated by the parties. The language of the arbitration panel must be in English. The parties shall produce records and make such employees available as witnesses as the arbitrators may direct or as may be required by law. Each party shall sustain its own costs and expenses, and one half of the fees and cost of arbitration.
Upon Buyer’s acceptance of Seller’s quote, the terms and provision set forth herein and additional terms or conditions specified on the quote shall constitute the entire purchase agreement between Buyer and Seller and no statement, correspondence, sample or other terms shall modify or effect terms hereof.
Last Updated February 24, 2015
Web Site Terms and Conditions of Use
By accessing this web site, you are agreeing to be bound by these
web site Terms and Conditions of Use, all applicable laws and regulations,
and agree that you are responsible for compliance with any applicable local
laws. If you do not agree with any of these terms, you are prohibited from
using or accessing this site. The materials contained in this web site are
protected by applicable copyright and trade mark law.
- Permission is granted to temporarily download one copy of the materials
(information or software) on Geodesicx, Inc.’s web site for personal,
non-commercial transitory viewing only. This is the grant of a license,
not a transfer of title, and under this license you may not:
- modify or copy the materials;
- use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
- attempt to decompile or reverse engineer any software contained on Geodesicx, Inc.’s web site;
- remove any copyright or other proprietary notations from the materials; or
- transfer the materials to another person or “mirror” the materials on any other server.
- This license shall automatically terminate if you violate any of these restrictions and may be terminated by Geodesicx, Inc. at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
- Permission is granted to temporarily download one copy of the materials
The materials on Geodesicx, Inc.’s web site are provided “as is”. Geodesicx, Inc. makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Geodesicx, Inc. does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.
In no event shall Geodesicx, Inc. or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on Geodesicx, Inc.’s Internet site, even if Geodesicx, Inc. or a Geodesicx, Inc. authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
Revisions and Errata
The materials appearing on Geodesicx, Inc.’s web site could include technical, typographical, or photographic errors. Geodesicx, Inc. does not warrant that any of the materials on its web site are accurate, complete, or current. Geodesicx, Inc. may make changes to the materials contained on its web site at any time without notice. Geodesicx, Inc. does not, however, make any commitment to update the materials.
Geodesicx, Inc. has not reviewed all of the sites linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Geodesicx, Inc. of the site. Use of any such linked web site is at the user’s own risk.
Any claim relating to Geodesicx, Inc.’s web site shall be governed by the laws of the State of Virginia without regard to its conflict of law provisions.
- General Terms and Conditions applicable to Use of a Web Site.
Last Updated February 24, 2015