Terms of Sale
PURCHASE PRICE AND AVAILABILITY
Buyer agrees to pay the total purchase price including shipping and handling, as specified on the front of Seller's invoice and any sales or other applicable taxes levied on or measured by such purchase price. Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the price of such of Goods as have not been delivered. Prices, promotions and availability are subject to change without any notice. Buyer shall be provided a formal quotation at Buyer’s request. If Buyer agrees and accepts the quotation and places the order, Buyer understands the merchandise will be built according to the specifications on the quote and therefore the merchandise is non-returnable, non-refundable. Seller agrees to deliver merchandise as specifically quoted to the Buyer.
PAYMENT TERMS AND RETURNED CHECKS
Payment shall be made in full according to the terms shown on the front of Seller's invoice. All international orders shall be prepaid in full via wire transfer at the time of placing the order. All amounts not paid within said term shall be subjected to a late fee of one and one-half percent (1½%) per month prorated by eighteen percent (18%) per annum, or such lower rate as may be the maximum allowable by law. Additionally, Buyer shall pay a fee of $25.00 USD for any checks returned unpaid to Seller for any reason. Visa, MasterCard, American Express & Discover Cards accepted.
Seller warrants Goods to be in good working condition as to materials and workmanship for a period of one year (twelve months) from the date of Seller's invoice unless otherwise specified or by the manufacturer's own warranty policy. All warranty dates or time periods shall commence from Seller's invoice date set forth in Seller's invoice. The notebook computer battery is excluded under the twelve-month warranty coverage. The notebook computer battery has (3) three-month warranty coverage due to the battery being a consumable and wear out component. The LCD Screen of The notebook computer may have (5) to (6) red, green, blue, bright or dark spots called "On-Pixels" that often appear on LCD Screens. According to the specification from LCD Manufacturers, the existence of five or six "On-Pixels" is permissible and has met the Manufacturer QA Standards. Therefore in such an instance the Seller has no obligations to issue a sale return or replacement. All Goods made by original manufacturer other than Seller are sold "AS IS" and may carry a limited warranty as granted by its respective manufacturer. Seller in no way claims responsibility for these Goods or its warranty. All CPU, Memory, hard disk drive, or any other part which was not included in the computer system as sold, special order Goods, repaired parts, refurbished parts, repair or labor are warranted 30 days only. Other specified warranty period might be indicated on the face of Seller's invoice. No repair or replacement shall extend any warranty. Return shipping costs for warranty repair or replacement is not included for international orders.
WARRANTY DISCLAIMER AND LIMITATIONS
Buyer agrees and acknowledges that Seller acts solely as a System Integrator or Distributor of the Goods and the Manufacturer, Licensor, or other Supplier of the Goods is solely responsible to Buyer. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESS, OR IMPLIED. SELLER DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO (A) THE MERCHANTABILITY OF GOODS, (B) THE FITNESS OF GOODS FOR ANY PARTICULAR PURPOSE OR USE OF BUYER, (C) WHETHER THE USE OF THE GOODS SHALL BE UNINTERRUPTED OR ERROR FREE, (D) ANY EXPRESS OR IMPLIED WARRANTIES, (E) ARISING BY ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, (F) NONINFRINGEMENT OR (G) TITLE TO SOFTWARE. Seller does not warrant the use or results of use of the Goods in terms of Compatibility, Correctness, Accuracy, or Reliability. No warranty by the Seller, Manufacturer, Licensor or other suppliers shall apply to any Goods which have been subjected to abuse, misuse, alteration, neglect, accident, unauthorized repair or installation, Non-Seller's components, tampered warranty seals, broken assembly trace, improper freight handling or shipping abuse, as determined solely by Seller, are not covered by this warranty. Any alterations, additions, improvements, patches or attachments to the Goods not authorized in writing by Seller shall be deemed to be a waiver of this warranty by Buyer and shall render this warranty null and void. If technical advice is offered or provided in connection with the sale of any Goods it is provided as an accommodation to Buyer, without charge, and Seller does not warrant and has no responsibility or liability whatsoever for the content of or use of such advice.
LIMITATION OF LIABILITY
IN NO EVENT SHALL SELLER'S LIABILITY ARISING IN CONNECTION WITH OR UNDER THIS AGREEMENT (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT, TORT, MISREPRESENTATION, FRAUD, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY OF LAW) EXCEED THE PURCHASE PRICE, CURRENT MARKET VALUE OR RESIDUAL VALUE OF GOODS WHICHEVER IS LESS.
LIMITATION OF DAMAGES
BUYER SHALL IN NO EVENT BE ENTITLED TO, AND SELLER SHALL NOT BE LIABLE FOR, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR REVENUE, PROMOTIONAL AND/OR MANUFACTURING EXPENSES, OVERHEAD, SOFTWARE COMPATIBILITY, Y2K INCOMPATIBILITY, INJURY TO REPUTATION AND/OR LOSS OF USE, CUSTOMERS OR DATA.
Seller shall have no liability or obligation in connection with any claims of infringement to any patent, trademark, copyright, trade secret or other proprietary intellectual property. Seller disclaims all other liability related to any intellectual property.
TITLE AND RISK OF LOSS, DELIVERY AND TRANSPORTATION
SELLER RETAINS SECURITY INTEREST IN GOODS UNTIL FULL PAYMENT IS PERFECTED. Unless otherwise specified in Seller's invoice, shipping terms are F.O.B. point of origin. Title and risk of loss or damage to the Goods shall pass to Buyer upon Seller's delivery to carrier, or in the case of services, when services are completed. Services by Seller shall be deemed to be "Completed" either when fees for services are invoiced by Seller to Buyer, or in the event where services are to be performed on Goods at the Seller's facility, when the Goods upon which services have been performed are delivered to carrier. Buyer shall pay all freight, handling, packing, delivery, insurance, brokerage, tax, duty and other charges which may incur during shipments of Goods. Choice of transportation, carrier, shipping method and route shall be at Seller's election unless specified by Buyer in writing. Any claims resulting from Goods lost or damaged in transit, or claims of shortages received or of shipment tampering must be filed by Buyer exclusively with the carrier.
Seller shall not be liable for delays in delivery or/and order failure to perform due to causes beyond the reasonable control of Seller, which causes shall include, without limitation, acts of God, acts or omission of Buyer, acts of civil or military authorities, fire, strikes, power surges or outages, epidemics, quarantine restrictions, flood, earthquakes, riot, terrorism, war, delays in transportation or inability to obtain necessary labor, materials or supplies, and any other unpredictable causes.
REFUSED OR RE-ROUTE SHIPMENT
If Buyer refuses shipment and/or attempts to cancel or rescind this Agreement without any legal excuse, Seller may opt to recover liquidated damages, consisting of 15% of the total price on Seller's invoice plus all freight and handling charges. Notwithstanding the foregoing, Seller may refuse the return of Goods and seek its remedies under applicable law. Buyer shall pay all extra routing charges for any re-route shipment incurred by Buyer's instruction or incorrect shipping information including, but not limited to, wrong address or wrong freight collect information.
INDEMNIFICATION AND RESTRICTION
The Buyer agrees to indemnify, defend and hold Seller and any of Seller's suppliers harmless from and against any and all liabilities, injuries, deaths, losses, claims, complaints, damages and expenses (including, but not limited to, reasonable attorney fees, court costs, costs of investigation and defense, and other related expenses) suffered, sustained, incurred, arising from the use and operation of the purchase Goods. The Goods sold by the Seller are not designed to be used and operated with any life support equipment, human implantation, medical devices, nuclear system, weapon, aviation, mass transit or any application where failure or malfunction could lead to possible loss of life, catastrophic property damage or any other critical situations. Therefore, Buyer takes its own risk if the Goods are resold for those purposes. Buyer agrees to take full responsibility for any forms of direct, indirect, special, incidental, consequential or punitive damage, arising out of the purchase and operation of the Goods.
GOVERNING LAW / VENUE / FORUM
This Agreement and the rights and obligations of Buyer and Seller shall be governed by and construed in accordance with the laws of the State of California in the United States of America. Buyer agrees to consent to jurisdiction, venue and forum in a State Court of California, County of Orange County, State of California, United States of America. Buyer further agrees to and does hereby irrevocably waive the defense of inconvenient forum and further irrevocably waives trial by jury. Any controversy, dispute, claim or complaint of whatever nature arising out of, in connection with, or in relation to the interpretation, performance or breach of this Agreement including any claim based on contract, tort or stature, shall be resolved through a binding, irrevocable and final Arbitration at JAMS/ENDISPUTE, County of Orange, State of California, United States of America. Both Buyer and Seller agree that such arbitration shall yield the final resolution.