SALES TERMS AND CONDITIONS
THE SALE AND PURCHASE OF YOUR UNEEKOR PRODUCT IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS.
PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY.
ACCEPTANCE OF TERMS AND CONDITIONS
These Terms and Conditions constitute a binding contract between Customer and Seller and are referred to herein as either “Terms and Conditions” or this “Agreement.” Customer accepts these Terms and Conditions by making a purchase from or placing an order with Seller or shopping on Seller’s Website (the “Site”) or otherwise requesting products (the “Products”). These Terms and Conditions are subject to change without prior notice, except that the Terms and Conditions posted on the Site at the time Customer places an order will govern the order in question, unless otherwise agreed in writing by Seller and Customer.
Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Terms and Conditions or any purchase order or invoice. This Agreement contains the entire understanding of the parties with respect to the matters contained herein and supersedes and replaces in its entirety any and all prior communications and contemporaneous agreements and understandings, whether oral, written, electronic or implied, if any, between the parties with respect to the subject matter hereof.
THESE TERMS AND CONDITIONS WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR LITIGATION BROUGHT IN CONNECTION WITH THE PRODUCTS OR THESE TERMS AND CONDITIONS WILL BE BROUGHT EXCLUSIVELY IN ORANGE COUNTY, CALIFORNIA, AND CUSTOMER CONSENTS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED THEREIN AND WAIVES THE RIGHT TO CHANGE VENUE.
RISK OF LOSS
Title to Products and risk of loss or damage during shipment pass from Seller to Customer upon delivery to the specified destination (F.O.B. Destination, freight prepaid and added). Notwithstanding the foregoing, title to software will remain with the applicable licensor(s), and Customer’s rights therein are contained in the license agreement between such licensor(s) and Customer.
TRANSFER OF LICENSE
Uneekor offers 1 (one) complimentary license transfer to the original purchaser of the system. Any additional transfers are billed at a rate of $100 for each occurrence.
Uneekor’s original warranty (1 year repair or replace) is only offered to the original purchaser of the system. Any subsequent owners through private sales are not covered, as the company can not know the condition or shipping/handling of the unit at time of resale.
Private Buyer – if the system is in proper working condition and within the original one year warranty when purchased, the new owner can purchase an extended warranty at current listed rates. The private buyer would be responsible for the $100 transfer fee of the software license.
Seller may perform the Services at Customer’s place of business, at Seller’s own facilities or such other locations as Seller and Customer deem appropriate. When the Services are performed at Customer’s premises, Seller will attempt to perform such Services within Customer’s normal business hours unless otherwise jointly agreed to by the parties. Customer will also provide Seller access to Customer’s staff and any other Customer resources (and when the Services are provided at another location designated by Customer, the staff and resources at such location) that Seller determines are useful or necessary for Seller to provide the Services. When the Services are provided on Customer’s premises or at another location designated by Customer, Customer agrees to maintain adequate insurance coverage to protect Seller and Customer’s premises and to indemnify and hold Seller and its Affiliates, and its and their agents and employees harmless from any loss, cost, damage or expense (including, but not limited to, attorneys’ fees and expenses) arising out of any product liability, death, personal injury or property damage or destruction occurring at such location in connection with the performance of the Services, other than solely as a result of Seller’s gross negligence or willful misconduct.
Customer agrees to pay the total purchase price for the Products plus shipping (to the extent shipping is not prepaid by Customer), including shipping charges that are billed to Seller as a result of using Customer’s carrier account number. Customer acknowledges, understands and agrees that Seller will not ship any Products until it has received payment in full for the Products ordered. Customer will pay for, and will indemnify and hold Seller and its Affiliates harmless from, any applicable sales, use, transaction, excise or similar taxes and any federal, state or local fees or charges (including, but not limited to, environmental or similar fees), imposed on, in respect of or otherwise associated with any Statement of Work, the Products or the Services. Customer must claim any exemption from such taxes, fees or charges at the time of purchase and provide Seller with the necessary supporting documentation.
PRICING INFORMATION; AVAILABILITY DISCLAIMER
SELLER AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED, RELATED TO PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF TITLE, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT FOR THOSE SET FORTH ON THE UNEEKOR LIMITED WARRANTY.
Seller reserves the right to adjust pricing, and Product offerings for reasons including, but not limited to, changing market conditions, Product discontinuation, Product unavailability, manufacturer price changes, supplier price changes and errors in advertisements. All orders are subject to Product availability and the availability of Personnel to perform installation services. Therefore, Seller cannot guarantee that it will be able to fulfill Customer’s orders.
LIMITATION OF LIABILITY
EXCEPT AS EXPRESSLY PROVIDED HEREIN AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN, IN NO EVENT SHALL SELLER, ITS AFFILIATES OR ITS OR THEIR SUPPLIERS, SUBCONTRACTORS OR AGENTS BE LIABLE FOR: (A) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS, REVENUES OR SAVINGS , EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE, WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY; (B) ANY CLAIMS, DEMANDS OR ACTIONS AGAINST CUSTOMER BY ANY THIRD PARTY; (C) ANY LOSS OR CLAIM ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S IMPLEMENTATION OF ANY CONCLUSIONS OR RECOMMENDATIONS BY SELLER OR ITS AFFILIATES BASED ON, RESULTING FROM, ARISING OUT OF OR OTHERWISE RELATED TO THE PRODUCTS OR SERVICES; OR (D) ANY UNAVAILABILITY OF THE PRODUCT FOR USE OR ANY LOST, DAMAGED OR CORRUPTED DATA OR SOFTWARE.
IN THE EVENT OF ANY LIABILITY INCURRED BY SELLER OR ANY OF ITS AFFILIATES, THE ENTIRE LIABILITY OF SELLER AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THE LESSER OF: (A) THE DEPRECIATED VALUE OF THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM OR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM; OR (B) $50,000.00.
Customer will indemnify, defend and hold harmless Seller and its officers, agents, shareholders, employees, and affiliates from any claim, demand, loss, damage and liability, including reasonable attorneys’ fees, arising out of or related to Customer’s misuse of the Products, or Customer’s sale, or offer to sell, any service involving the use of the Products.