» Terms and conditions
Scope: The following terms and conditions ("Agreement") apply to the sales of all products and/or services ("Products") delivered or provided by AAEON Electronics, Inc. to the Buyer.
2. Payment Terms & Purchase Price:
Buyer agrees to pay the total purchase price, sales taxes, duties, freight and other applicable charges with the term indicated on the invoice which is issued to Buyer by Seller when the Products is delivered.
3. Delivery and Inspection:
Delivery should take place at Seller's premises unless otherwise specified in writing on the invoice. Buyer shall inspect the Products packaging and notify Seller in writing of any defects or discrepancies within 3 days upon receipt.
4. Title and Risk of Loss:
Title and risk of loss or damage in transit shall pass to Buyer on the date of delivery upon delivery to a common carrier.
5. Limited Warranty:
Seller provides 2 year limited warranty for the quality of the Products in materials and workmanship. During the warranty period, Seller will only repair or replace those Products due to manufacturing or design defect. Except for this 2 year limited warranty, Seller makes no other warranty, expressed or implied. The limited warranty only covers repairs at Seller's facilities, it does not include labor, transportation or other expenses to repair or resinstall warranted Products on site or at Buyer's premises. The limited warranty shall not apply to any Product that has been damaged due to improper installation or operation, misuse, accident, negelect and/or has been modified, repaired, or altered by anyone other than Seller's authorized personnel.
6. Alteration, Modifications and Attachments:
Any alterations, additions, modifications, or attachments on the Products not authorized in writing by Seller shall be solely at Buyer's expense and risk. If operation of the Products is affected anyway by alterations, additions, modifications, or attachments, the warranty shall be deemed waived by Buyer, and Seller shall have no further obligations to Buyer hereinafter.
7. Merchandise Return Policy:
(a) For the returning of defective or non-conforming goods, Buyer shall obtain a Return Merchandise Authorization (RMA) number from Seller. (b) Upon obtaining a RMA number., Buyer shall mark the RMA number clearly on the outside of each return package and ship it to Seller with freight prepaid. (c) All returned Products must be packed in the original packaging or in good protection from damage. Failure to do so may void warranty and Seller shall not be responsible for any loss or damage to the Products during the return. No advance replacement will be made. Replacement or repair will be made at the discretion of Seller. (d) For return for credit, Products must be returned unused and packed in the original container with complete parts, manual and accessories within 30 days from the invoice date. A percentage of the purchase price will be charged as restocking fee which is 15% of the purchase price for board level Products and 25% of the purchase price for system level Products will be charged as restocking fee, with the exception of evaluation units. (e) All the computer peripheral parts that are not manufactured, but assembled by AAEON (which include, but not limited to, internal parts such as CPUs, Fans, Memory, Hard Drives, Disk on Chip, Flash memory devices, CD ROMs, software, cables, & etc., unless specifically stated otherwise) are not returnable and carry a 2 year warranty against defects due to manufacturing or failure.
8. Repair Charges:
There will be a charge for the repairing of out of warranty items or damage resulting for improper use or mishandling. The charge will be based on the total labor spent plus parts, with a minimum charge of $70 for each repaired item.
9. Limitation of Liability.
Seller shall not be liable for any consequential or incidental damages suffered by Buyer and/or any end user related to or arising out of this agreement, and/or the use or inability to use the Products, integration of the Products with equipment not provided by Seller, loss of profits and/or from any other cause whatsoever. In no event will Seller's liability for any cause of action relating to this agreement exceed amounts received by Seller from Buyer for the Product or service that is the subject of such claim or dispute. Unless otherwise agreed in writing by Seller, the Seller's Products sold hereunder are not designed nor intended for any use in mission critical, medical critical, life saving or life sustaining applications which the failure of the Products could create a situation where personal injury or death may occur.
Buyer shall indemnify, defend and hold Seller harmless from all claims, damages, expenses, liabilities and losses, including without limitation, attorney's fees and costs incurred that in any way arise out of or relate to (a) the manner in which Buyer and/or any of its customers or end users use or operate the Products; (b) any personal injuries, property damages or other losses resulting or occurring from the willful or negligent acts or omissions of Buyer, its customers or end users; (c) defects or other problems with other component parts, equipment or materials produced or supplied by anyone other than Seller and that may be used with the Products; and/or (d) Buyer's transactions with its customers, end users or other parties regarding the Products.
11. Property Rights.
Seller shall solely own and have exclusive worldwide right, title and interest in and to all United States and foreign patents, trademarks, service marks, copyrights, trade secrets, and all other intellectual and industrial property rights in any way related to the Products, to Seller's Proprietary Rights, and to all modifications, improvements and derivative works related thereto. Title to all of Seller's Proprietary Rights embodied in the Products shall always remain with Seller, and Buyer's use thereof shall be restricted under a non-exclusive license granted by Seller. Seller hereby grants to Buyer a non-exclusive non-transferable and indivisible license to use Seller's proprietary rights only as they are embodied in the Products and for no other purpose.
Buyer shall comply with all applicable laws and regulations, including, without limitation, all of the laws and regulations of any applicable agency of the United States government responsible for the administration of the United States export control laws and regulations and the United States Foreign Corrupt Practices Act of 1977, as amended.
13. Force Majeure.
Seller shall not be liable for any failure to perform or other loss due to unforeseen circumstances or causes beyond its control, including without limitation acts of God, strikes, material and/or transportation shortages, natural casualties, governmental regulations, war, fire, flood, disasters and civil unrest.
14. Applicable Law & Consent to Jurisdiction:
This contract is entered into in County of Monmouth, New Jersey. The parties agree that this contract shall be governed and construed in accordance with the laws of the State of New Jersey and any dispute that arises under or relates to this agreement shall be resolved in the competent Courts in Monmouth County, New Jersey.
15. Attorney fees and Costs:
The parties agrees that the prevailing party in any litigation or other legal proceeding that arises under or relates to this agreement shall be awarded reasonable attorney fees, together with any costs and expenses, to resolve the dispute and to enforce the final judgment.
16. Entire Agreement:
This agreement may be modified only by a written instrument signed by the parties hereto or their duly authorized agents. Waiver by Seller of any provision hereof in one instance shall not constitute a waiver as to any other instance. All of the provisions of Section 9 and 10 of this agreement shall survive the termination of this agreement.