Connect Group Enterprises, Inc. (the “Company”)

TERMS AND CONDITIONS OF SALE

 

The goods and services specified on the face hereof (“Products”), have been sold to Customer subject to Customer’s consent to the Terms and Conditions of Sale below. Any additional or different terms, including but not limited to those on Customer’s purchase order, are hereby objected to by Company.

 

PAYMENT

The amounts shown for this transaction are in US dollars and include the price of the Products plus all applicable taxes, fees, transportation, insurance, and other charges. Company will invoice Customer for each shipment. If all Products in Customer’s purchase order are not shipped at the same time, Company will invoice Customer at the time of shipment for the products that are shipped.

Any unpaid due amounts will be subject to interest at 1.5% per month, or, if less, the maximum rate allowed by law.  

For Products that are to be exported, payment must be by a confirmed, irrevocable letter of credit, sufficient to cover the full amount of the invoice, and shall be made against Company's invoice upon presentation of Company's shipping documents.

Company retains title to all Products until Company receives full payment.

 

CHANGES, CANCELLATIONS AND SHIPPING ERRORS

Customer may reschedule or cancel purchase orders for standard Products (but not for services) upon 30 days written notice. Customer may reschedule or cancel purchase orders for non-standard Products, or for services, only if Customer gives written notice longer than the applicable lead-time.

Company may, from time to time in its sole discretion: (i) discontinue or limit its production of any Product; (ii) allocate, terminate or limit deliveries of any product in time of shortage; and (iii) modify the design of, specifications for, or construction of any Product, provided the modification has equivalent form, fit and function.

All shipments and charges set forth on any invoice will be deemed correct unless Company receives from Customer, no later than fifteen (15) days after the date of shipment, a written notice specifying the shipment, the purchase order number, and the exact nature of the non-conformity.

 

WARRANTY

Company warrants to Customer that each Product, as delivered, will be free from defects in materials and workmanship for a period of six (6) months from the date such product is delivered to Customer (“Warranty Period”).  Company's sole liability and Customer's exclusive remedy for products that fail to conform to this Company product limited warranty ("Nonconforming Products") is limited to repair or replacement of such Nonconforming Products, at Company’s sole option and election.  The warranty for the repaired or replaced Product is limited to the scope and duration of the original warranty for the Nonconforming Product. This warranty is contingent upon proper use of the Product in the application for which it was intended and does not apply to any Product that is subjected to unusual physical or electrical stress, misuse, neglect, improper testing or storage, or unauthorized repair.

The above warranty is for Customer’s benefit only, and is non-transferable.  OTHER THAN AS EXPRESSLY SET FORTH IN SECTION (a) ABOVE, COMPANY MAKES NO WARRANTIES, EXPRESS, STATUTORY, IMPLIED, OR OTHERWISE.  COMPANY SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES AND CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Return of defective Products must be made according to Company’s then-current return and RMA policies.

Customer shall indemnify, defend and hold harmless Company for any costs, expenses, damages, or other losses arising out of (i) any warranty greater scope or duration than that set forth in this Company Product Limited Warranty; (ii) failure to disclaim implied warranties and limit remedies and liabilities, by and on behalf of Company.

 

LIMITATION OF LIABILITY

COMPANY'S LIABILITY TO CUSTOMER ARISING OUT OF OR RELATING TO ANY PRODUCTS SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAID BY CUSTOMER TO COMPANY FOR SUCH PRODUCTS.  IN NO EVENT WILL COMPANY BE LIABLE FOR LOST USE, PROFITS, REVENUE, COST OF PROCUREMENT OF SUBSTITUTE GOODS, OR ANY OTHER SPECIAL, INDIRECT, RELIANCE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.   THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

 

GENERAL

All designs, data, drawings, software, or other technical information supplied by Company to Customer in connection with this sale shall remain Company’s sole property.

Company and Customer may each use any trade name, trademark, service mark, logo or commercial symbol, or any other

proprietary rights of each other or any of their respective affiliates in any manner without prior written authorization of such use provided it relates to this Sale.  Company and Customer may each issue press releases or publicity relating to this sale or this Agreement or reference each other or each other’s respective affiliates in any brochures, advertisements, client list or other promotional materials.

Company will be excused from any obligation to the extent performance thereof is rendered impossible by acts of God, fire, flood, riots, material shortages, strikes, governmental acts, disasters, earthquakes, inability to obtain labor or materials through its regular sources, or any other reason beyond the reasonable control of Company.

None of the Products or underlying information or technology may be exported or reexported, directly or indirectly, contrary to US law or US Government export controls.

Customer is responsible for any applicable tax, custom duty, or tariff relating to this sale and shall indemnify Company against such tax in excess of the amount collected by Company.   

THESE TERMS AND CONDITIONS ARE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES. The federal and state courts within the State of California will have exclusive jurisdiction to adjudicate any dispute arising out of these Terms and Conditions of Sale.