TermsExcept as otherwise agreed in writing by TransEra Corporation (TE), these terms and conditions shall govern all quotations covering purchase order for, and sales or license of, products of TE, and any provision of the BUYER's order deemed inconsistent herewith shall be waived. All orders are subject to acceptance and approval in writing by TE.
Title and DeliveryUnless otherwise expressly provided herein, title passes to BUYER when products are delivered to the carrier. In all cases, risk of loss or damage to any such product in transit shall fall upon BUYER, whose responsibility it shall be to file claims with the carrier, which shall be deemed Buyer's agent. TE accepts no responsibility and shall not be responsible for such claims with the carrier. Unless TE receives specific shipping instructions from BUYER, which may subject BUYER to an additional charge, TE will exercise its own discretion in selecting the method of shipment.
Shipping dates are approximate and are based upon prompt receipt of all necessary documents from BUYER. TE reserves the right to make deliveries of product by installments, and when TE cannot deliver the full amount of all orders on the agreed schedule, the right to allocate production lots among its various BUYERS then under contract for similar goods, in a commercially reasonable manner. TE shall not be liable for delays in delivery, non-delivery, or other defaults by reason of any strike, lockout, accident, fire, flood, delays of carrier, acts of God, acts of BUYER, acts of civil or military authority, inability to obtain necessary fuel, power, labor, materials, or manufacturing facilities, or any other cause, occurrence, or contingency beyond the reasonable control of TE. Nor shall TE be liable for any special or consequential damages caused by any delay in delivery or failure to manufacture or deliver.
Price Quotations Unless otherwise agreed to in writing by TE, all quotations expire thirty (30) days after the date of the quotation or at the end of the Ordering Period of any Quantity Discount Agreement against which the quotation is issued, whichever date is earlier.
All prices quoted are valid only if Buyer's requested delivery date (including change orders) is within three (3) months of the date on which the original order is placed. Prices stated do not include freight and any federal, state, municipal, or other government tax now or hereafter imposed upon the production, storage, sale, taxes, the BUYER, or in lieu thereof, the BUYER shall provide a tax exemption certificate acceptable to the taxing authorities.
Changes By mutual agreement an order may be suspended or changes may be made in quantity, specifications, place of delivery, or methods of shipment and packaging. If any such change causes an increase or decrease in the price of the equipment or in the time required for delivery, TE shall promptly notify the BUYER and assert its claim within thirty (30) days from the date the change is agreed upon, and an equitable adjustment shall be made. In any event, changes shall not be binding upon, nor be put into effect by, either party unless confirmed in writing by its appropriate representative.
Payment Unless special terms are requested from and agreed upon by TE, all orders shall require 100% prepayment before product is shipped. Prepayment shall be made in U.S. Dollars and may be in the form of wire transfer, approved credit card transaction, approved checks and drafts, money order, C.O.D., funds on account or any other transfer of funds satisfactory to TE. In the case of checks and drafts, shipment will be made only after funds have cleared TE's bank.
When TE has extended credit to BUYER, invoices will be issued under date of shipment with terms of net thirty (30) days from date of invoice, subject to such changes as TE may impose because of financial or credit conditions existing at time of shipment. In the event of an order for several units, each unit will be invoiced when shipped. Interest will be added to and be payable at the rate of 1.5% per month on all invoices not paid when due. Payment shall be made in U.S. Dollars and may be in the form of wire transfer, approved credit card transaction, approved checks and drafts, money order, funds on account or any other transfer of funds satisfactory to TE. All credit card transactions over $5,000 U.S. Dollars are subject to a credit card handling fee of 3.5% of the invoice value. TE reserves the right to modify these terms and conditions for export business and special projects.
Shortages and Returns All claims for shortages, defective, or incorrect products must be filed with TE by BUYER within fifteen (15) days of receipt of the product. No returns of unwanted merchandise will be accepted beyond this 15 day period. A Return Material Authorization (RMA) number must be obtained from TE prior to return of merchandise and must be written on the package returned and referred to in all related correspondence.
Warranty TransEra will replace, at no charge, defective media and product materials that are returned within 90 days of the original date of purchase. TransEra warrants that the Software will perform in substantial compliance with the written materials accompanying the software. If a significant defect is reported to TransEra in writing, within 90 days of the original date of purchase, and TransEra is unable to correct the defect within 90 days of the date the defect was reported, the Software and accompanying materials may be returned for a refund of the purchase price.
Such warranties are in lieu of other warranties, express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose with respect to the software and the accompanying written materials. In no event will TransEra be liable for damages, including any loss of savings, or other incidental or consequential damages arising out of use of the software, even if TransEra or any authorized TransEra representative has been advised of the possibility of such damages. TransEra will not be liable for any such claim by any other party.
No other warranty is expressed or implied. Faults caused by unauthorized modification or misuse of products are not covered by this warranty. TE specifically disclaims the implied warranties of merchantability and fitness for a particular purpose.
Limitation of Remedies and Liabilities The remedies provided herein are Buyer's sole and exclusive remedies. In no event shall TE be liable for direct, indirect, special, incidental, or consequential damages (including loss of profits), whether based on contract, tort, or any other legal theory. The foregoing limitation of liability shall not apply in the event that any TE product sold hereunder is determined by a court of competent jurisdiction to be defective and to have directly caused bodily injury, death, or property damage, provided that in no event shall TE's liability for property damage exceed the greater of $15,000 or the purchase price of the specific product that caused such damage.
Patented and Copyrighted Materials Unless otherwise agreed to in writing by TE, patented and copyrighted materials (software and printed documentation) may not be copied except for archive purposes, for replacement of a defective copy, or for program error verification.
Proprietary Information All proprietary information, specifically designated as such, which is disclosed by either party to the other in connection with purchase order, shall be used solely for installation, under that order only and shall be protected by the recipient from disclosure to others with the same degree of care as that accorded to the recipient's own proprietary information. Information will not be subject to this provision if (1) it is or becomes a matter of public knowledge without the fault of the recipient party; (2) it was a matter of written record in the recipient party's files prior to disclosure of it by the other party; (3) it was or is received by the recipient party from a third party under circumstances permitting its disclosure; or (4) its disclosure is required by a government agency.
Protection TE shall defend any litigation resulting from sales of the product if the litigation is based on a claim that TE's equipment or any part of it furnished hereunder constitutes in itself any patent infringement. BUYER shall notify TE upon its obtaining notice of such an impending claim, and shall cooperate fully with TE in preparing a defense. TE shall pay all damages and costs awarded therein against BUYER on grounds of patent infringement and shall reimburse BUYER for any expense it incurs on TE's written request and authorization. If TE's equipment or any part thereof is held to constitute patent infringement and the use thereof is enjoined, TE shall, at its own expense, either procure for the BUYER the right to use TE's equipment, or replace it with equipment that does not constitute patent infringement. TE shall not have any liability to BUYER under any provision of this document if any patent infringement or claim thereof, is based upon the use of TE's equipment in combination with equipment or devices not made by TE, or in a manner for which TE's equipment was not designed. The foregoing states the entire liability of TE with respect to patent infringement relating to TE's equipment, or any part thereof, ordered by BUYER.
Miscellaneous Buyer's purchase or license of TE's products represents acceptance of TE's terms and conditions of sale or license as stated herein. These Standard Terms and Conditions constitute the entire understanding of the parties and supersede all prior communications between the parties.