PURCHASE PRICE
BUYER AGREES TO PAY THE PURCHASE PRICE AS SPECIFIED ON THE INVOICE. IN ADDITION, BUYER AGREES TO PAY ANY AND ALL SALES OR OTHER TAXES LEVIED ON OR MEASURED BY SUCH PURCHASE PRICE, OR ARISING FROM THE USE OF THE GOODS AND ANY PARTS OR MAINTENANCE SUPPLIED, INCLUDING WITHOUT LIMITATION, ANY ADDITIONAL SALES, USE, GROSS RECEIPTS, PRIVILEGE, EXCISE, AND PERSONAL PROPERTY TAXES UNLESS SPECIFIED IN WRITING ON THE INVOICE.
INSPECTION
BUYER SHALL INSPECT THE GOODS AT DELIVERY AND SHALL NOTIFY PRO SOFTNET CORPORATION OF ANY DEFECTS OR DISCREPANCIES WITHIN ONE (1) DAY OF RECEIPT OF GOODS.
TITLE AND RISK OF LOSS
TITLE AND RISK OF LOSS OR DAMAGE TO THE GOODS SHALL PASS TO BUYER ON THE DATE OF SHIPPING PRODUCT(S) TO BUYER. FOR DETAILS ON OUR RETURN POLICY AND RELATED INFORMATION,
VISIT: http://www.idrive.com/portable/legal/terms_return_packing_information.htm
LIMITED WARRANTY ON MEDIA
PRO SOFTNET INC. WARRANTS THE MEDIA ON WHICH THE PRO SOFTNET INC. SOFTWARE IS DELIVERED TO BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF TWO (2) YEARS FROM THE DATE OF ORIGINAL PURCHASE. IN THE EVENT OF A DEFECT DURING THE WARRANTY PERIOD, WE WILL REPLACE THE DEFECTIVE PRODUCT WHEN THE PURCHASER RETURNS IT. THIS LIMITED WARRANTY WILL BE CONSIDERED VOID IF THE UNIT IS TAMPERED WITH, IMPROPERLY SERVICED, HAS ITS SECURITY SEAL REMOVED OR IS SUBJECT TO MISUSE, NEGLIGENCE OR ACCIDENTAL DAMAGE. THIS WARRANTY IS LIMITED TO REPLACEMENT OF THE DEFECTIVE PRODUCT ONLY AND SHALL NOT COVER ANY OTHER DAMAGES. ANY PRODUCT RETURNED TO PRO SOFTNET CORPORATION THAT IS NOT DEFECTIVE IN MATERIALS OR WORKMANSHIP WILL BE RETURNED TO THE PURCHASER AT THE PURCHASER'S EXPENSE. WITH RESPECT TO THE USE OF THIS PRODUCT, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY LOSS OF PROFIT OR ANY OTHER COMMERCIAL DAMAGE, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL AND OTHER DAMAGES OR COSTS INCURRED. THIS LIMITED WARRANTY DOES NOT APPLY TO DAMAGE THAT OCCURS DURING UNPACKING, SETUP, OR INSTALLATION; REMOVAL OF THE PRODUCT FOR REPAIR; OR REINSTALLATION OF THE PRODUCT AFTER REPAIR. THE LIMITED WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND IN LIEU OF ALL OTHERS, WHETHER ORAL OR WRITTEN, EXPRESS, OR IMPLIED. PRO SOFTNET INC. SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES.
OBLIGATION OF PURCHASER:
THE ORIGINAL PURCHASE RECEIPT FROM AN AUTHORIZED DEALER MUST BE RETAINED AS PROOF OF PURCHASE BEFORE WARRANTY SERVICE WILL BE RENDERED.
IN ORDER TO OBTAIN WARRANTY SERVICE, THE PRODUCT MUST BE DELIVERED
WITH A PRO SOFTNET INC. RETURN MERCHANDISE AUTHORIZATION (RMA) NUMBER, (ANY PACKAGES WITHOUT THIS RMA NUMBER WILL BE REFUSED).
DETAILED DESCRIPTION OF THE PROBLEM AND A COPY OF THE RECEIPT
FREIGHT PRE-PAID TO PRO SOFTNET INC.'S RMA CENTER, IN PROPER PACKAGING (TO AVOID SHIPPING DAMAGE).
PRO SOFTNET INC. IS NOT RESPONSIBLE FOR LATE, LOST, OR MISDIRECTED PACKAGES.
THE REPLACEMENT PRODUCT WILL BE RETURNED TO OWNER, FREIGHT PRE-PAID VIA UPS GROUND ONLY, WITHIN 30 DAYS OF RECEIPT. ANY OTHER METHOD OF SHIPPING (FEDEX, CERTIFIED MAIL, ETC.) WILL BE AT THE PURCHASER'S EXPENSE.
CONTACT OUR TECHNICAL SUPPORT DEPT. FOR FURTHER INSTRUCTIONS ON HOW TO RETURN YOUR PRODUCT. FOR ADDITIONAL DETAILS,
ALSO SEE: http://www.idrive.com/portable/legal/terms_return_packing_information.htm
ANY SHIPPING, CUSTOMS, TARIFFS COST, ETC. TO OR FROM OUR CUSTOMERS OUTSIDE THE UNITED STATES IS SOLELY THEIR RESPONSIBILITY.
DISCLAIMER OF WARRANTY
PRO SOFTNET CORPORATION MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER’S SOLE AND EXCLUSIVE REMEDY FOR PRO SOFTNET’S LIABILITY OF ANY KIND (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, AND THE BREACH OF ANY AND ALL WARRANTIES) SHALL BE LIMITED TO THE REPLACEMENT OF DEFECTIVE GOODS AT NO CHARGE TO BUYER. IN NO EVENT SHALL PRO SOFTNET’S LIABILITY INCLUDE ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY LOSSES OR DAMAGES, EVEN IF PRO SOFTNET SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.
ALTERATIONS, MODIFICATIONS AND ATTACHMENTS ANY ALTERATIONS, MODIFICATIONS, ADDITIONS, IMPROVEMENTS, INSTALLATION, OR ATTACHMENTS ON THE GOODS NOT AUTHORIZED IN WRITING BY PRO SOFTNET SHALL SOLELY BE AT BUYER’S OWN EXPENSE AND RISK. IF OPERATION OF THE GOODS IS AFFECTED IN ANY WAY BY SUCH UNAUTHORIZED ALTERATIONS, MODIFICATIONS, ADDITIONS, IMPROVEMENTS, INSTALLATION, OR ATTACHMENTS, THE WARRANTY SHALL BE DEEMED WAIVED BY THE BUYER, AND PRO SOFTNET SHALL HAVE NO FURTHER OBLIGATION TO BUYER.
FORCE MAJEURE
PRO SOFTNET CORPORATION SHALL NOT BE HELD RESPONSIBLE FOR ANY FAILURE OR PERFORMANCE TO MAKE TIMELY DELIVERY OF ALL OR ANY PART OF THE GOODS IN THE EVENT SUCH FAILURE WAS DUE, IN WHOLE R IN PART, TO FEDERAL, STATE OR MUNICIPAL ACTION, STATURE, ORDINANCE OR REGULATION, STRIKE OR OTHER LABOR DISPUTES, FIRE OR OTHER DAMAGE TO OR DESTRUCTION OF, IN WHOLE OR IN PART, THE GOODS OR THE MANUFACTURING FACILITY FOR THE GOODS, THE LACK OR INABILITY TO OBTAIN RAW MATERIALS, LABOR, FUEL, ELECTRICAL POWER, WATER OR SUPPLIES, OR ANY OTHER CAUSE, ACT OF GOD, CONTINGENCY OR CIRCUMSTANCES WITHIN THE UNITED STATES NOT SUBJECT TO THE CONTROL OF PRO SOFTNET, WHICH CAUSES OR HINDERS THE MANUFACTURE OR DELIVERY OF GOODS.
CANCELLATION
AN ORDER MAY NOT BE CANCELLED, IN WHOLE OR IN PART, BY BUYER WITHOUT PRO SOFTNET'S PRIOR WRITTEN CONSENT AND ONLY UPON TERMS AND CONDITIONS THAT WILL INDEMNIFY, HOLD HARMLESS AND COMPENSATE PROSOFTNET AGAINST LOSS INCLUDING, BUT NOT LIMITED TO, THE COSTS OF PROFITS AS A RESULT OF SUCH CANCELATION.
SECURITY AGREEMENT
UNTIL BUYER PERFORMS ALL OF ITS OBLIGATIONS HEREUNDER (INCLUDING WITHOUT LIMITATION, PAYMENT IN FULL OF THE PURCHASE PRICE), PRO SOFTNET CORPORATION SHALL RETAIN A PURCHASE MONEY SECURITY INTEREST IN THE GOODS (INCLUDING ALL ACCESSIONS AND REPLACEMENTS THERETO AND THE PROCEEDS THEREOF) TO SECURE THE PERFORMANCE BY BUYER OF ALL SUCH OBLIGATIONS. BUYER HEREBY APPOINTS PRO SOFTNET CORPORATION AS ITS ATTORNEY-IN-FACT TO PREPARE, SIGN AND FILE (OR RECORD) IN BUYER’S NAME ANY FINANCING STATEMENT OR OTHER DOCUMENT NECESSARY TO PERFECT PRO SOFTNET'S SECURITY INTEREST. BUYER SHALL, UPON REQUEST BY PRO SOFTNET, PROMPTLY EXECUTE ANY FINANCING STATEMENT OR OTHER DOCUMENT AND TAKE ANY OTHER ACTION DEEMED DESIRABLE BY PRO SOFTNET IN ORDER TO PERFECT PRO SOFTNET'S SECURITY INTEREST.
ATTORNEY'S FEES
IF ANY SUIT OR ACTION TO ENFORCE OR TO INTERPRET ANY OF THE TERMS, CONDITIONS OR COVENANTS HEREIN, OR TO RECOVER DAMAGES AS A RESULT OF A BREACH OF ANY PROVISION OF ANY ORDER, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM THE PARTY NOT PREVAILING THE COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES INCURRED BY THE PREVAILING PARTY IN PROSECUTING OR DEFENDING SUCH ACTION AND ANY APPEALS TAKEN THEREUNDER.
ASSIGNMENT
NO RIGHT DUTY OR INTEREST IN ANY ORDER MAY BE ASSIGNED OR DELEGATED BY EITHER PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
GOVERNING LAW/VENUE
BUYER AGREES THAT ALL ORDERS PLACED WITH PRO SOFTNET CORPORATION SHALL BE CONSTRUED AS BUSINESS CONDUCTED IN THE STATE OF CALIFORNIA. ALL INVOICES AND THE RIGHTS AND OBLIGATIONS OF BUYER AND PRO SOFTNET CORPORATION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, EXCLUDING ITS CHOICE OF LAW PROVISIONS. ALL DISPUTES ARISING UNDER OR RELATED TO THIS INVOICE WHICH ARE NOT SETTLED BY AGREEMENT OF THE PARTIES SHALL BE LITIGATED IN THE STATE FEDERAL COURTS IN THE STATE OF CALIFORNIA.
SEVERABILITY
IF AT ANY TIME ANY ONE OR MORE PROVISIONS OF THESE STANDARD TERMS AND CONDITIONS BECOMES OR IS HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, THE VALIDITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS HEREIN SHALL NOT IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY.
ENTIRE AGREEMENT
THIS INVOICE AND THE STANDARD TERMS AND CONDITIONS SETS FORTH THE ENTIRE AGREEMENT BETWEEN BUYER AND PRO SOFTNET CORPORATION AND EXCLUSIVELY DETERMINES THE RIGHTS AND OBLIGATIONS OR BUYER AND PRO SOFTNET, NOTWITHSTANDING ANY PRIOR COURSE OF DEALING, CUSTOM OR USAGE OF TRADE OR COURSE OF PERFORMANCE OR ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY BUYER AT ANY TIME. |
