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Except where otherwise provided in a written agreement signed by an officer of Securita, Inc. (“Securita”), all goods and services (“Products”) supplied by Securita are provided subject to the Terms and Conditions set forth below. By purchasing any Product and accepting delivery of any such Product, Buyer accepts these Terms and Conditions and is bound to adhere to them. If Buyer purchases the Product and decides not to accept the terms before accepting delivery of the Product, the Products are to be returned at once, unopened and unused, for credit or refund. Securita specifically rejects any terms and conditions in Buyer’s order or in any other document from Buyer which are in any way inconsistent with or in addition to the following terms and conditions, and Securita reserves the right to modify or supplement these Terms and Conditions at any time upon 30 days prior notice. The modified or supplemented Terms and Conditions will govern all orders and purchases made following the expiration of the 30 days’ notice period.
Prices. Except where a written sales offer expressly states that a price is valid through a specific date, all prices are subject to change at any time prior to receipt of an order by Securita. Typographic and clerical errors are subject to correction at any time.
Terms. Securita reserves the right to require that all orders be paid prior to shipment (either by cash, check drawn on good funds or approved credit card), unless Buyer has applied for and been granted a line of credit by Securita, in which case purchases can be made up to approved credit limits with payment net 30 days. Securita may hold shipment until payment by check has become final or the credit card charge has been authorized. No cash discounts are allowed except as provided by invoice. Credit terms are subject to change or withdrawal at any time at Securita’s discretion, regardless of prior credit. Securita reserves the right to require current financial information from any Buyer with an open account as a condition of the continued extension of credit. Past due invoices will be subject to a 1 ½% monthly service charge (18% Annual Percentage Rate).
Taxes. All prices and quotations are exclusive of sales, use, excise, duty and similar taxes and levies. These charges are assumed by the Buyer and, if not included in the original invoice, may be invoiced or added to the credit card at a later date.
Shipping. Individual orders are subject to Securita’s then current shipping and handling charges. For bulk orders, Securita will quote per order charges. Securita uses reputable carriers, but will not responsible for defaults or delays in delivery. Unless otherwise noted delivery will be made F.O.B. Securita’s facilities. Risk of Loss or damage shall pass to Buyer at the time of pick-up from Securita’s facilities. Claims for shortages must be made to Securita at (650) 888-2610 within 5 days of delivery, and all such properly reported shortage claims shall be corrected within 10 days following receipt of the claim.
Returns. Securita Products are sold with a 30-day money back guarantee (the “Guarantee”), provided that, however, this guarantee does not apply to custom items and bulk orders as stated below. Under the Guarantee, if not satisfied, Buyer should simply request a Return Material Authorization (RMA) from Securita at (650) 888-2610 and return the Product in re-sellable condition upon issuance of the RMA within 30 days from the shipment date and Securita will refund the price of the product. Buyer shall bear all risk of loss and damage and costs of shipping to Securita. Returned merchandise without authorization or not meeting the above conditions will not receive a refund. The refund will take the form of the original payment, so that (i) if the original order was paid by credit card, Securita will issue a charge credit; (ii) if Buyer paid by check, Securita will issue buyer a check; or (iii) if Buyer’s order was billed to an account, Securita will credit that account.
Custom materials, including specially compiled or imprinted items, are not returnable, except in the case of a defect in the manufacture of the goods. Orders for custom materials may not be cancelled without Securita’s prior consent, which consent may be conditioned on prepayment of a cancellation charge to be determined as of the date of cancellation. Goods which conform to the order specification are not returnable, but defective goods will be replaced pursuant to Securita’s standard limited warranty, as set forth below.
Bulk orders are treated as custom orders and are not returnable absent a defect in the physical medium, which will be handled replaced pursuant to Securita’s standard limited warranty, as set forth below.
Securita Products and other informational materials are provided on an “as is” basis, and all warranties are expressly disclaimed, except as are otherwise expressly set forth in this Section 6 herein. These materials are provided with the understanding that Securita is not engaged in rendering legal, accounting or other professional service. If legal advice or other expert assistance is required, the services of a competent professional should be sought. Notwithstanding the foregoing, commercially reasonable efforts have been made to ensure any information provided is complete, accurate, and authoritative on the subjects covered.
- Products. Securita warrants that Products will be free from defects in materials and workmanship under normal use for 90 days. If a defect appears during the 90 day period, Securita warrants that, as its sole and exclusive remedy, Buyer shall obtain a replacement free of charge if Buyer returns the defective materials to Securita with proof of purchase. To return the product buyer must contact Securita and obtain a Return Material Authorization number (RMA). Returned merchandise without authorization or not meeting the above conditions will not receive a refund. This does not cover damage caused by accident or abuse. Securita may impose a replacement fee in such instances
- Limitation of Liability. IN NO EVENT WILL SECURITA, ITS SUPPLIERS, OR OTHER THIRD PARTIES BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) RELATED TO ANY ALLEGEDLY DEFECTIVE PRODUCT OR PURSUANT TO THESE TERMS AND CONDITIONS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SECURITA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SECURITA’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THESE TERMS AND CONDITIONS EXCEED THE UNIT PRICE OF ANY PRODUCT SOLD PURSUANT TO THESE TERMS AND CONDITIONS. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
- Warranty Disclaimer. Except as set forth in the limited warranty for the Products, Buyer assumes all risk as to the suitability, performance quality and compatibility of the Product. As detailed above, Securita does not make any representations or warranties with respect to the accuracy or completeness or lack of completeness of any Product. THE LIMITED WARRANTY SET FORTH IN THIS SECTION 6 IS SPECIFICALLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. SECURITA NEITHER ASSUMES NOR AUTHORIZES ANY PERSON TO ASSUME FOR IT ANY OTHER OBLIGATION OR LIABILITY. ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED. FURTHERMORE, SECURITA EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY DAMAGE OR LOSS ARISING FROM OR CONNECTED WITH ANY NATURAL DISASTER OR OTHER ACT OF GOD, INCLUDING ANY NATURAL DISASTER OR ACT OF GOD PROMPTING USE OF THE PRODUCT.
Governing Law. These Terms and Conditions shall be governed by and construed in accordance with the Laws of the State of California, without regard to conflicts of law principles. The parties agree that the U.N. Convention on contracts for the international sale of goods shall not apply to this agreement. To the extent enforceable by law, all disputes and claims of any type or description arising in any way from the use of this Product, including but not limited to tort claims or claims for breach of contract, shall be submitted to and determined by binding arbitration in Santa Clara County, California pursuant to the Commercial Rules of the American Arbitration Association. The costs of the arbitration, including administrative and arbitrators’ fees, shall be shared equally by the parties. Each party shall bear its own costs and attorneys’ and witnesses’ fees. The arbitration award shall be final and each party shall comply in good faith and submit itself to the jurisdiction of the appropriate state or federal courts in Santa Clara County, California for the sole purpose of the entry of such arbitrator’s award to render effective such arbitration decision. Notwithstanding the foregoing, judgment on the award by the arbitrator may be entered in any court having jurisdiction. If judicial enforcement or review of the arbitrator’s decision is sought, the prevailing party shall be entitled to costs and reasonable attorneys’ fees. THIS PROVISION IS A WAIVER OF YOUR RIGHT TO HAVE DISPUTES OR CLAIMS ARISING OUT OF THESE TERMS AND CONDITIONS TO BE RESOLVED IN THE COURTS BY JURY, THE RIGHT TO CONDUCT DISCOVERY, AND THE RIGHT TO APPEAL ANY JUDGMENT, AS WELL AS ANY BENEFITS THAT COULD FLOW FROM THE ABOVE RELIQUISHED RIGHTS. IF YOU HAVE ANY QUESTIONS OR RESERVATIONS ABOUT THIS ARBITRATION PROVISION, YOU SHOULD DISCUSS THEM FULLY WITH AN ATTORNEY BEFORE ACCEPTING THESE TERMS AND CONDITIONS. To the extent arbitration is not enforceable by law, all such disputes and claims shall be submitted to the appropriate state or federal courts in Santa Clara County, California, and the parties shall consent to submit to the jurisdiction and venue of Santa Clara County, California.
General. These Terms and Conditions state the entire agreement between Securita and Buyer relating to the Product (“Agreement”) and shall supersede any prior purchase order, communications, advertising or representation concerning the Product. This Agreement may be changed or amended at any time without prior written notice. If any provision of this Agreement is held to be invalid or unenforceable, that provision is to be given effect to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect. Buyer may not assign (voluntarily, by operation of law, or otherwise), this Agreement or any of the rights or obligations hereunder, without the prior written approval of Securita. No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach thereof.