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THESE TERMS AND CONDITIONS ARE TO BE READ TOGETHER WITH THE APPLICABLE
QUOTE OR INVOICE (the “Invoice”) AND THE TERMS OF ANY SERVICE SELECTED BY
CUSTOMER. The following terms and conditions govern the sale by [VENDOR] (“Vendor”) to
Customer of the products and services (the “Products”). By accepting delivery of the Products described
on the Invoice, Customer agrees to be bound by and accepts these terms and conditions.
1. Amendments
Customer may not alter, supplement or amend these terms and conditions under any circumstances. Any
attempt by Customer to so alter, supplement or amend these terms and conditions, or to enter into an
order for Products that is subject to additional or altered terms and conditions will be null and void,
unless otherwise agreed to in a written agreement signed by both Customer and Vendor. Vendor may
alter or make amendments to these terms and conditions as they relate to future sales or deliveries at any
time without prior notice.
2. Governing Law
This document shall be governed by and construed in accordance with the laws of [jurisdiction] and the
parties hereby agree to the nonexclusive jurisdiction of the courts of [jurisdiction].
3. Payment Terms; Orders; Quotes; Interest
Credit terms are within Vendor’s sole discretion, and unless otherwise specified in Vendor’s invoice,
payment must be received by Vendor prior to Vendor’s acceptance of an order. Payment for the Products
will be made by credit card. If credit terms have been agreed to by Vendor, invoices are due and payable
within _____ days after the date of the invoice. Vendor may invoice parts of an order separately. Orders
are not binding upon Vendor until accepted by Vendor. All Quotes given by Vendor will only be valid
for the period stated on the Quote. Customer agrees to pay interest on all amounts past due at a rate of
_____% per month (___% per year).
4. Shipping Charges and Taxes
Separate charges for shipping and handling will be shown on Vendor’s invoice(s). Unless Customer
provides Vendor with a valid and correct tax exemption certificate applicable to the Products shipped to
Customer’s location prior to Vendor’s acceptance of the order, the Customer is responsible for goods and
services tax, sales and all other taxes associated with the order, however designated, except taxes on
Vendor’s net income. If applicable, a separate charge for taxes will be shown on Vendor’s invoice.
5. Title
Title to Products passes from Vendor to Customer at the time the Products leave Vendor’s [location]
warehouse except that title to software shall remain with the applicable licensor(s). All software is subject
to the applicable license agreement accompanying the Products. Customer agrees that it will be bound by
each such licence agreement once its package is opened or its seal is broken. Vendor will take
responsibility for any loss or damage to the Products which occurs during shipping. Shipping dates are
estimates only. Vendor is not liable for delays in shipment or failure to ship by the estimated ship date.
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6. Warranties and Disclaimers
(b) VENDOR DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR
IMPLIED, IN RESPECT OF THE PRODUCTS AND SERVICES CONTEMPLATED BY THESE
TERMS AND CONDITIONS INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES
AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
(c) VENDOR’S RESPONSIBILITY FOR CLAIMS IN RESPECT OF THE PRODUCTS AND SERVICES
CONTEMPLATED BY THESE TERMS AND CONDITIONS IS LIMITED TO REPAIR AND
REPLACEMENT AS SET FORTH IN VENDOR’S APPLICABLE WARRANTY STATEMENT IN
EFFECT ON THE DATE OF THE INVOICE.
(d) WITHOUT LIMITING THE GENERALITY OF THE ABOVE DISCLAIMERS, VENDOR DOES
NOT WARRANT ANY SOFTWARE PRODUCTS UNDER THESE TERMS AND CONDITIONS.
ANY APPLICABLE WARRANTIES FOR SOFTWARE ARE CONTAINED IN THE APPLICABLE
LICENCE AGREEMENT WHICH ACCOMPANIES THE PRODUCTS.
7. Return Policies
Vendor’s Customer Return Policy provides that enduser Customers who buy Products directly from
Vendor may return them to Vendor up to _____ days after the date of the Invoice for such Products for a
refund of the Product purchase price if the same has already been paid by Customer. This refund does
not include any shipping and handling charges. Returned Products must be in an “as new” condition,
and all of the documentation, diskettes, CDs, power cables and any other items included with the
Products must be returned.
8. Exchanges
From time to time, Vendor may, in its sole discretion, exchange Products or portions of a Product. Any
exchanges will be made in accordance with Vendor’s exchange policies in effect on the date of the
exchange.
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9. Products
10. Limitation of Liability
VENDOR DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN OR IN THE
APPLICABLE WARRANTY STATEMENT OR SERVICE OFFERING INCLUDING, WITHOUT
LIMITATION, ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST
OR CORRUPTED DATA OR SOFTWARE. VENDOR SHALL NOT BE LIABLE FOR LOST PROFITS,
LOSS OF BUSINESS OR OTHER LOSS OR DAMAGE RELATING IN ANY WAY TO PRODUCTS OR
SERVICES, WHETHER DIRECT OR CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, OR FOR ANY CLAIM BY ANY
THIRD PARTY. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSES OR
CIRCUMSTANCES GIVING RISE TO SUCH LOSS, DAMAGE OR LIABILITY, EVEN IF SUCH LOSS,
DAMAGE OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OF
CONTRACT INCLUDING, WITHOUT LIMITATION, FUNDAMENTAL BREACH OR BREACH OF A
FUNDAMENTAL TERM.
11. Service and Support
Service and support offerings may vary from Product to Product. Vendor has no obligation to provide
service or support for any Product until Vendor has received full payment for such Product or service/
support contract for which service or support is requested. Vendor shall be under no obligation to supply
support or repair services that are required because of improper or inadequate installation, use or
maintenance, actions or modifications by unauthorized third parties or Customer, or accidental or willful
damage or misuse. Services are provided in accordance with the provisions contained in the available
Service Offering selected by Customer, as shown on the applicable Vendor Quote or invoice.
12. Applicable Law and Not For Resale
Customer agrees to comply with all applicable laws and regulations of [jurisdiction] and its
states/provinces. Customer agrees and represents that it is buying for its own internal use only, and not
for resale. Vendor has separate terms and conditions governing purchases by resellers.
13. Export Control
Any and all products available for purchase or licence on this web site are subject to the export control
laws and regulations of [jurisdiction] in effect from time to time. In purchasing any of the Products,
Customer agrees not to dispose through export, reexport, transshipment or otherwise, of any Product
purchased or licensed from or through Vendor, except in accordance with such export control laws and
regulations.
14. Entire Agreement
The terms and conditions contained herein and any document incorporated by reference or referred to
herein constitute the entire agreement between Customer and Vendor pertaining to the subject matter
hereof, and supersedes, terminates and otherwise renders null and void any and all prior agreements,
understandings and negotiations, whether written or oral, between the parties. In the event of a conflict
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between these terms and conditions of sale and any of the documents incorporated by reference or
referred to herein, these terms and conditions of sale shall govern.
15. Severability
16. Headings
The section headings used herein are for convenience of reference only and do not form a part of these
terms and conditions, and no construction or inference shall be derived therefrom.
17. Force Majeure
Vendor shall not be liable for any delay or failure in performance caused by circumstances beyond its
reasonable control.