Terms of service
OVERVIEW
This website is operated by Satcom Solutions. Throughout the site, the terms “we”, “us” and “our” refer to Satcom Solutions. Satcom Solutions offers this website, including all information, tools and Services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and Services to you.
SECTION 1 - ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
SECTION 2 - GENERAL CONDITIONS
We reserve the right to refuse Service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the Service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 - PRODUCTS OR SERVICES (if applicable)
Certain products or Services may be available exclusively online through the website. These products or Services may have limited quantities and are subject to return or exchange only according to our Refund Policy: [LINK TO REFUND POLICY]
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or Services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or Service made on this site is void where prohibited.
We do not warrant that the quality of any products, Services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e‑mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
For more details, please review our Refund Policy: [LINK TO REFUND POLICY]
SECTION 7 - OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of the optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new Services and/or features through the website (including the release of new tools and resources). Such new features and/or Services shall also be subject to these Terms of Service.
SECTION 8 - THIRD-PARTY LINKS
Certain content, products and Services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or Services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, Services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us, you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e‑mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 10 - PERSONAL INFORMATION
Your submission of personal information through the store is governed by our Privacy Policy, which can be viewed here: [LINK TO PRIVACY POLICY]
SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 12 - PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our Service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.
You agree that from time to time we may remove the Service for indefinite periods of time or cancel the Service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the Service is at your sole risk. The Service and all products and Services delivered to you through the Service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Satcom Solutions, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, Service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the Service or any products procured using the Service, or for any other claim related in any way to your use of the Service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service or any content (or product) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 14 - INDEMNIFICATION
You agree to indemnify, defend and hold harmless Satcom Solutions and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, Service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 15 - SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 16 - TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
SECTION 17 - ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to the Service constitutes the entire agreement and understanding between you and us and governs your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 18 - GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of United States.
SECTION 19 - CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 20 - CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at sales@satcoms.com.
Our contact information is posted below:
[INSERT TRADING NAME]
sales@satcoms.com
[INSERT BUSINESS ADDRESS]
[INSERT BUSINESS PHONE NUMBER]
[INSERT BUSINESS REGISTRATION NUMBER]
[INSERT VAT NUMBER] Terms and Conditions
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE. All users of this site agree that access to and use of this site are subject to the following terms and conditions and other applicable law. If you do not agree to these terms and conditions, please do not use this site.
1. Acceptance of Purchase Orders.
All orders from Buyer shall be deemed accepted only after Seller’s written acceptance is executed by an authorized representative of Seller and shall not be construed to be accepted by any other action of Seller including, but not limited to, commencement of performance or delivery. Seller’s acceptance of any international purchase order is conditioned upon the following actions :(a) Receipt of minimum 20% down payment (unless adjusted or waived during credit review), (b) Approval of credit terms, and (c) Receipt of an acceptable End-Use/End-User certification to satisfy Export Control requirements. Seller’s acceptance of an order issued by Buyer shall be expressly limited to the terms and conditions set forth below and any others expressly set forth or referenced in Seller’s written acceptance. Any additional or different terms referenced in Buyer’s purchase order are subject to Seller’s review and written acceptance. Seller’s Performance Start Date shall be the definitive date after the Buyer’s down payment cleared the Seller’s bank account and/or the letter of credit is operable in the sole opinion of the Seller. These terms and conditions represent the entire agreement between the Buyer and Seller pertaining to the subject matter of this order and shall supersede all prior oral and written agreements, proposals, communications, and documents.
2. Prices and Payment.
All prices will be invoiced in United States dollars and must be paid in full in United States dollars. All prices are assumed to be exclusive of Value - added taxes unless expressly agreed in writing. The prices are for the quantities quoted and cannot be assumed valid for any other quantities.
The buyer shall be invoiced upon shipment. All services require a 50 % payment at the start of the project and the balance due upon completion.
At Seller’s discretion, an irrevocable Letter of Credit maybe required for the full contract price. In such instances, the letter of credit must be issued by a reputable international bank.
Such letter of credit must be:
(a) payable at sight upon presentation, accompanied by commercial invoice and evidence of shipment,
(b) must allow for trans shipments and partial shipments, and
(c) must state shipment terms as Free Carrier (FCA), Seller’s named U.S.A. facility (INCOTERMS 2010). Buyer shall be liable for bank fees and charges associated with the administration of the letter of credit. Such letter of credit must permit presentation of documents to the United States bank within twenty one (21) days from the date of shipment. Issuance of letters of credit not in accordance with these conditions may result in delay in the acceptance of the order, non-shipment and/or delay of shipment.
Unless otherwise agreed to by Seller in the specific purchase order, Buyer shall pay for all amounts due within thirty days from (a) the date articles are shipped or (b) date of the invoice, whichever is later. Payment will be deemed to have been made when received
by Seller. Seller reserves the right to accrue interest on late payments from the date due until receipt by Seller of full payment at the lesser of (a) one and one- half percent per month compounded monthly, or (b) the maximum rate permitted by law.
3. Services.
The Seller shall present the Acceptance Test Procedure to the Buyer who may witness the acceptance testing. Should the Buyer elect not to witness the acceptance testing, the Seller shall proceed with the testing and provide the results to the Buyer.
Should the buyer start using the equipment without issuing an acceptance certificate, then it shall be considered accepted and all outstanding payments shall become due and payable immediately.
4. Delivery and Risk of Loss.
All shipments are Free Carrier (FCA), Seller’s named U.S.A. facility or location (INCOTERMS 2010). Title and risk of loss or damage to an article sold hereunder will pass to Buyer at the FCA point regardless of any provisions for payment of freight or insurance by Seller. Delivery dates are best estimates only and are not guaranteed unless expressly agreed in writing. At its option Seller reserves the right to make deliveries in installments.
If Buyer delays shipment and fails to negotiate a contract change in good faith within fourteen (14) days of the specified ship date, Seller may invoice and warranty shall be deemed to commence as though shipment had occurred as specified. If Buyer fails to pick-up articles within the grace period described above, Seller reserves the right to move such articles into storage or to dispose of such articles and charge any incidental costs to Buyer.
The title and ownership of the equipment will remain with the Seller until paid in full.
5. Force Majeure.
Neither party shall be liable for any delay in performance, excess costs, or other damages, when such delay is directly or indirectly caused by the occurrence of any contingency event beyond the reasonable control either of Seller or Seller’s suppliers (whether or not similar in nature to any of those specified herein), which include, but are not limited to (a) war (whether an actual declaration thereof or not), (b) sabotage, (c) insurrection, (d) riot or other act of civil disobedience, (e) act of a public enemy, (f) rationing allocations, (g) failure or delay in transportation, (h) act of any government or any agency or subdivision thereof, (i) judicial action, (j) labor dispute, (k) accident, (l) fire, (m) explosion, (n) flood, storm or other act of God, (o) shortage of labor, fuel, raw material or machinery or (p) technical failure where Seller has exercised ordinary care in the prevention thereof. Material, tools, dies and other equipment furnished to the Seller by Buyer shall be at Buyer’s risk and expense; however, Seller shall exercise due care in the protection of Buyer’s property. Seller shall notify Buyer in writing within ten (10) calendar days after the beginning of any such event.
Should either party be unable to fulfill a material part of its obligations under this Contract for a period in excess of sixty (60) days due to circumstances beyond its reasonable control as described above, the other party may at its sole discretion terminate the Contract by written notice. Upon either resolution of the Force Majeure event or termination as described, the parties shall proceed in good faith to negotiate an equitable settlement.
6. Taxes, Customs, Licenses and Insurance.
Buyer shall bear all value-added and local income taxes, customs duties, import license fees, excise taxes, work permits, licenses, or other charges imposed by governmental or quasi-governmental bodies, other than Seller's United States income or franchise taxes thereon, assessable on an article or service sold hereunder. Unless agreed in writing
between the parties, Buyer assumes responsibility for any satellite or wireless antenna communication certifications or national homologations as may be required by the destination country. Buyer will obtain and pay for any necessary in-transit or other insurance and will bear all other costs of sale after Seller’s delivery to the FCA point. Buyer also agrees to sponsor Seller’s employees for any required VISA applications.
7.0 Warranty.
7.1 Hardware.
Seller warrants that any article sold to Buyer hereunder, which is provided by Seller, will at the time of shipment be free and clear of all liens and encumbrances, will be free from defects in material and workmanship, and will conform to Seller's applicable specifications or, if appropriate, to Buyer's specifications accepted by Seller in writing. If any article sold hereunder, which is provided by Seller, is not as warranted, Seller will, at its option, repair or replace the article and return the article under the same delivery terms and conditions as originally used or refund the purchase price, provided proof of purchase and written notice of nonconformance are received by Seller within one (1) year from the date of shipment, and provided the non-conforming article is, with Seller's prior written authorization, returned to Seller's facility at Buyer's expense before the expiration of the warranty period. Seller shall warrant repaired articles as to the particular defect subject to repair, for ninety (90) days after shipment or the remaining warranty term, whichever is longer. Seller's total liability is limited to the total price of the article.
This warranty does not apply to any article not in its original condition or which Seller determines has been, by Buyer or otherwise, subjected to testing for other than specified electrical characteristics, to operating and/or environmental conditions in excess of the maximum values established, or to mishandling, misuse, buyer induced damage/faults, neglect, improper installation, testing, repair, alteration, damage, assembly or processing that alters physical or electrical properties. Also excluded from this warranty are ancillary items of indeterminate life, such as bulbs , fuses, etc.
THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED.
7.2 Software.
Seller warrants that under normal use, the Software shall perform the functions specified in its documentation. If the Software does not conform to its documentation such that its functional performance is significantly affected and Seller is notified in writing within ninety (90) days from the date of purchase along with a copy of the receipt of purchase, Seller shall have the option of refunding the purchase price or replacing the Software as Licensee's exclusive remedy.
8. Product Support and Spares.
Buyer recognizes that its order may occur at any stage of a given product, subsystem or component lifecycle. Accordingly, subsequent to fulfillment of its warranty obligations and except as may be negotiated in the Contract, Seller makes no commitments regarding the time period for availability of spare parts and/or technical support services. From time to time, Seller will make End-of-Life (EOL) product announcements and/or Last Time Buy Notices related to its products, subsystems and components. Seller will cooperate with Buyer in a commercially reasonable manner to support products during their operational lives and recommend appropriate sparing levels and/or locate replacement products, subsystems, and components, as may be applicable.
9. Alternate Products.
The seller reserves the right to provide alternative equipment this is equal and better.
10. Changes
No modification, alteration, addition, or change to this agreement shall be binding on either party unless reduced to writing and duly executed by authorized representatives of both parties.
11. Termination.
No purchase order accepted by Seller may be terminated by Buyer for other than Seller’s default except by mutual agreement of Buyer and Seller as evidenced by a written Purchase Order amendment signed by authorized representatives of both parties.
12. Patent and Copyright Indemnification - Hardware/Software.
Seller agrees to defend at Seller's expense any suits against Buyer based on a claim that any article furnished hereunder by Seller to Buyer, excluding software not wholly developed by Seller, infringes a United States patent or United States copyright, and to pay costs and damages finally awarded in any such suit, provided that Seller is notified promptly in writing of the suit, and at Seller's request and expense is given control of the suit and all requested reasonable assistance from the Buyer for the defense of the suit.
UNDER NO CIRCUMSTANCES WILL SELLER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES ARISING FROM ANY LOSS, DAMAGE, EXPENSE OR INJURY ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS OR COPYRIGHTS. THE FOREGOING STATES THE ENTIRE LIABILITY OF SELLER FOR PATENT OR COPYRIGHT INFRINGEMENT.
13. Rights and Use of Technical Information.
Any specifications, drawings, reprints, technical information or data furnished by Seller to Buyer under this agreement shall remain Seller's property, shall be kept confidential by Buyer, and shall be returned to Seller at Seller's request.
14. Export Control.
Buyer agrees that it will not, without the prior authorization of Seller and the Bureau of Industry and Security, United States Department of Commerce; the Office of Defense Trade Controls, United States Department of State; or the Office of Foreign Assets Control (OFAC), United States Department of the Treasury, whichever is applicable, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any article or technical data or service or direct or indirect article thereof sold or otherwise furnished hereunder to any person within any territory for which the United States Government, or any agency thereof, at the time of such action, requires an export license or other governmental approval, without first obtaining such license or approval.
Prior to the acceptance of any purchase order, Buyer must disclose in writing any actual or intended end-use and end-user. If there is any end-user other than Buyer, then Buyer shall, at the time of its disclosure, identify all pertinent laws or regulations affecting Seller’s performance of this agreement. Seller reserves the right, at its option, to terminate any order hereunder or this agreement itself, or to rescind or revise its offer and price, if there is any such law or regulation that Seller in its sole discretion believes makes this agreement or any order hereunder no longer desirable. Buyer agrees to indemnify and hold harmless Seller, its officers, directors, employees and agents from and against any and all loss or liability for any and all claims, losses, demands, expenses, penalties or costs (including attorneys’ fees) resulting from failure of Buyer to comply with this provision.
15. Limitation of Liability.
Notwithstanding any other provisions or language in this Contract to the contrary, in no event shall Seller’s total liability under this Contract (including breach of contract actions, or any action arising in tort) exceed the total price hereof.
Furthermore, no action shall be brought for any breach of this agreement more than one (1) year after the cause of such action.
UNDER NO CIRCUMSTANCES WILL SELLER BE LIABLE IN CONTRACT OR OTHERWISE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES ARISING FROM ANY LOSS, DAMAGE, EXPENSE OR INJURY SUSTAINED FROM OR IN CONNECTION WITH THE SALE, INSTALLATION, USE, SERVICE OR FAILURE OF ANY ARTICLE SOLD HEREUNDER, OR ANY DEFECT THEREIN, OR FROM ANY OTHER CAUSE. BUYER'S REMEDY, IF ANY, WILL BE STRICTLY LIMITED TO THE TERMS OF THIS CONTRACT.
16. Translations.
In the event of translation into a language other than English, the English language version of these terms of sale and all documents related to or connected with this order, including any specifications or statements of work, will be considered the authentic and controlling text for all purposes including but not limited to resolution of conflict or ambiguity in interpretation of rights and obligations under this agreement.
17. Order of Precedence.
In the event that two or more provisions in this Contract conflict and there is no reasonable interpretation that resolves the conflict in a manner that is consistent with the entire Contract, then the parties shall resolve the conflict using the following descending order of precedence: (a) notes in Purchase Order which clarify or document agreement on very specific aspects of Articles contained in these International Terms of Sale; (b) these International Terms of Sale; and (c) the Statement of Work.
18. Governing Law and Disputes.
This agreement shall be governed, construed, and enforced in accordance with the substantive laws of the State of California, U.S.A., excluding its conflict of laws. Any dispute, controversy, or claim, which is not settled by mutual agreement, except for those concerning intellectual property, shall be submitted to a mutually acceptable neutral advisor for initial fact-finding in preparation for mediation or other form of alternate dispute resolution. Any dispute which cannot be so resolved between the parties in good faith within six months of the date of the initial demand for fact-finding, and all disputes relating to intellectual property, shall be finally determined in a court of competent jurisdiction in the State of California, U.S.A. Seller and Buyer expressly disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods to this transaction.
19. Assignment.
Buyer is not authorized to make any assignment of this agreement without Seller’s prior written consent, which shall not be unreasonably withheld. Buyer understands that Seller’s rights to assign are not restricted and that, in particular, this agreement may be assigned by Seller to any of its affiliates.
20. Offset/Countertrade.
This agreement does not include any offset/countertrade commitment. Should the Buyer require any offset/countertrade as a condition of purchase, the Seller reserves the right, at its option, to terminate any order hereunder or this agreement itself, or to rescind or revise its offer and price.
21. Foreign Corrupt Practices Act and Anti-Bribery Laws.
Buyer agrees that in connection with activities under this Agreement it shall not make or promise to make any bribes, improper payments, or provide or offer to provide anything of value, directly or indirectly, to government officials or other parties in violation of the U.S. Foreign Corrupt Practices Act or other applicable anti-bribery laws.
22. Compliance with Laws.
Seller represents, warrants, and certifies that it will comply with all: (a) laws applicable to the articles, services and/or the activities contemplated or provided under this Contract, including, but not limited to, any national, international, federal, state, provincial or local law, treaty, convention, protocol, common law, regulation, directive or ordinance and all lawful orders, including judicial orders, rules and regulations issued thereunder, including without limitation those dealing with the environment, health and safety, employment, records retention, personal data protection and the transportation or storage of hazardous materials and (b) good industry practices, including the exercise of that degree of skill, diligence, prudence and foresight, which can reasonably be expected from a competent Seller who is engaged in the same type of manufacture or service under similar circumstances.
23. Environment, Health and Safety
Seller further agrees at Buyer’s request to provide certificates relating to any applicable legal requirements or to update any and all of the representations, warranties, certifications and covenants under this Contract in form and substance satisfactory to Buyer.
24. General.
Buyer acknowledges that it has read and understands and agrees to be bound by these terms of sale, that these terms of sale are the complete and exclusive statement of the agreement between the parties and supersede all prior communications between the parties relating to the sale of articles or services hereunder. No waiver of a breach or a provision of this agreement will constitute a waiver of any other breach or provision. If any part of these terms is declared null and void, the remaining portions will remain in full force and effect. It is hereby agreed that the rights and obligations of the parties contained in Articles 8, 10, and 13 through 24 shall survive and continue after any termination or cancellation of this order and shall continue to bind the parties, their successors, their assigns and their legal representatives.
25. Orders for Labor Services Only .
In the event that this order pertains only to labor services being provided by Seller to Buyer, the word “article” shall mean “services. In addition, Articles 3, 4, 7.1, 7.2, 8, 12 and 23 are not applicable to such services provided by Seller.