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Purchases of INDUCOMP products and services are governed by one of the following
terms and conditions. Please review carefully.
U.S. Terms and Conditions of Sale -- Direct (Applies to all direct purchases-by
internet, phone, or INDUCOMP Direct)
Terms and Conditions of Sale for Persons or Entities Purchasing to Resell (Applies
to all purchases of products that buyer intends to resell to others)
Site Terms (Governs use of INDUCOMP's web site)
U.S. Terms and Conditions of Sale - Direct (Applies to all direct purchases-by internet,
phone, or INDUCOMP Direct)
PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT
YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY
TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE.
These terms and conditions ("Agreement") apply to your purchase of products and/or
services and support ("Product") sold in the United States by INDUCOMP, including
its affiliates or subsidiaries. By accepting delivery of the Product, you accept
and are bound to the terms and conditions of this Agreement. If you do not wish
to be bound by this Agreement, you must notify INDUCOMP and return your purchase
pursuant to INDUCOMP's Return Policy.
THIS AGREEMENT SHALL APPLY UNLESS (I) YOU HAVE A SEPARATE PURCHASE AGREEMENT WITH
INDUCOMP, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (II) OTHER INDUCOMP
TERMS AND CONDITIONS APPLY TO THE TRANSACTION.
- Other Documents. This Agreement may NOT be altered, supplemented, or amended by
the use of any other document(s) unless otherwise agreed to in a written agreement
signed by both you and INDUCOMP. If you do not receive an invoice or acknowledgement
in the mail, via e-mail, or with your Product, information about your purchase may
be obtained by contacting your sales representative.
- Payment Terms; Orders; Quotes; Interest. Terms of payment are within INDUCOMP's
sole discretion, and unless otherwise agreed to by INDUCOMP, payment must be received
by INDUCOMP prior to INDUCOMP's acceptance of an order. Payment for the products
will be made by credit card, wire transfer, or some other prearranged payment method
unless credit terms have been agreed to by INDUCOMP. Invoices are due and payable
within the time period noted on your invoice, measured from the date of the invoice.
INDUCOMP may invoice parts of an order separately. INDUCOMP reserves the right to
cancel any order at its sole discretion. Unless you and INDUCOMP have agreed to
a different discount, INDUCOMP's standard pricing policy for INDUCOMP-branded systems,
which include both hardware and services in one discounted price, allocates the
discount off list price applicable to the service portion of the system to be equal
to the overall calculated percentage discount off list price on the entire system.
INDUCOMP is not responsible for pricing, typographical, or other errors in any offer
by INDUCOMP and reserves the right to cancel any orders resulting from such errors.
- Shipping Charges; Taxes; Title; Risk of Loss. Shipping and handling are additional
unless otherwise expressly indicated at the time of sale. Title to products passes
from INDUCOMP to Customer on shipment from INDUCOMP's facility. Loss or damage that
occurs during shipping by a carrier is your responsibility. You must notify INDUCOMP
within 15 days of the date of your invoice or acknowledgement if you believe any
part of your purchase is missing, wrong or damaged. Unless you provide INDUCOMP
with a valid and correct tax exemption certificate applicable to your purchase of
Product and the Product ship-to location, you are responsible for sales and other
taxes associated with the order. Shipping dates are estimates only.
- Warranties. THE LIMITED WARRANTIES DOCUMENTATION APPLICABLE TO INDUCOMP-BRANDED
HARDWARE PRODUCT CAN BE FOUND WITH THE PRODUCT OR CAN BE REQUESTED. INDUCOMP MAKES
NO WARRANTIES FOR SERVICE, SOFTWARE, OR NON-INDUCOMP BRANDED PRODUCT, SERVICE, MAINTENANCE
OR SUPPORT. SUCH PRODUCT, SOFTWARE, SERVICE, MAINTENANCE OR SUPPORT IS PROVIDED
BY INDUCOMP "AS IS" AND ANY THIRD-PARTY WARRANTIES, SERVICES, MAINTENANCE AND SUPPORT
ARE PROVIDED BY THE ORIGINAL MANUFACTURER OR SUPPLIER, NOT BY INDUCOMP. INDUCOMP
MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN INDUCOMP'S APPLICABLE INDUCOMP-BRANDED
WARRANTY OR SERVICE DESCRIPTION IN EFFECT ON THE DATE OF THE INVOICE, PACKING SLIP
OR ACKNOWLEDGEMENT. INDUCOMP-BRANDED WARRANTIES AND SERVICES ARE EFFECTIVE ON PAYMENT
IN FULL, AND INDUCOMP IS NOT OBLIGATED TO HONOR ANY WARRANTY OR PROVIDE SERVICE
UNTIL INDUCOMP RECEIVES PAYMENT IN FULL. INDUCOMP MAY REQUEST CANCELLATION OF THIRD-PARTY-BRANDED
SOFTWARE LICENSES, SERVICES, MAINTENANCE OR SUPPORT IF INDUCOMP DOES NOT RECEIVE
PAYMENT. IF YOU PURCHASE THIRD-PARTY-BRANDED PRODUCT, SERVICES, MAINTENANCE, OR
SUPPORT, ADDITIONAL THIRD-PARTY TERMS AND CONDITIONS MAY APPLY.
- Software. All software is provided subject to a license agreement and you agree
that you will be bound by such license agreement in addition to these terms. Title
to software remains with the applicable licensor(s).
- Return Policies; Exchanges. INDUCOMP's return policy requires each customer to contact
us directly before you attempt to return Product to obtain a Return Material Authorization
Number for you to include with your return. You must return Product to us in their
original or equivalent packaging within 10 days of purchase. You are responsible
for risk of loss, shipping and handling fees for returning or exchanging Product.
Additional fees may apply. If you fail to follow the return or exchange instructions
and policies provided by INDUCOMP, INDUCOMP is not responsible for Product that
is lost, damaged, modified or otherwise processed for disposal or resale. At INDUCOMP's
discretion, credit for partial returns may be less than invoice or individual component
prices due to bundled or promotional pricing.
- Changed or Discontinued Product. INDUCOMP's policy is one of ongoing update and
revision. INDUCOMP may revise and discontinue Product at any time without notice
to you and this may affect information saved in your online "cart." INDUCOMP will
ship Product that has the functionality and performance of the Product ordered,
but changes between what is shipped and what is described in a specification sheet
or catalog are possible. Parts used in repairing or servicing Product may be new,
equivalent-to-new, or reconditioned.
- Service and Support. Service offerings may vary from Product to Product. In addition
to these terms and conditions, INDUCOMP and/or your third-party service provider
may provide such service and support to you in the United States in accordance with
the term and conditions or as otherwise delivered to you. INDUCOMP and/or your third-party
service provider may in their discretion revise their general and optional service
and support programs and the terms and conditions that govern them without prior
notice to you. INDUCOMP has no obligation to provide service or support until INDUCOMP
has received full payment for the Product or service/support contract you purchased.
INDUCOMP is not obligated to provide third-party branded service or support, or
service or support for any products or services that you purchased through a third-party
and not INDUCOMP. It is your responsibility to backup all existing data, software,
and programs before receiving services or support (including telephone support).
INDUCOMP and/or your third-party service provider will have no liability for loss
or recovery of data, programs or loss of use of system(s) arising out of the services
or support or any act or omission, including negligence, by INDUCOMP or your-third-party
service provider. INDUCOMP and/or your third-party service provider is not permitted
by law to copy pirated or copyrighted materials or to copy or handle illegal data.
Prior to INDUCOMP and/or your third-party service provider providing service or
support, you represent that your system(s) does not contain illegal files or data.
You also represent that you own the copyright or have a license to make copies to
all files on your system and do not have any data that would cause INDUCOMP to be
liable for copyright infringement if those files were copied by INDUCOMP and/or
your third-party service provider.
- Limitation of Liability. INDUCOMP DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES
SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCT NOT BEING
AVAILABLE FOR USE, LOST PROFITS, LOSS OF BUSINESS OR FOR LOST OR CORRUPTED DATA
OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT. EXCEPT AS EXPRESSLY PROVIDED
HEREIN, INDUCOMP WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR
PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY
CLAIM BY ANY THIRD PARTY. YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE
OF PRODUCT, INDUCOMP IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE
THE AMOUNT INVOICED FOR THE APPLICABLE PRODUCT. NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY
EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
- Not For Resale or Export. You agree to comply with all applicable laws and regulations
of the various states and of the United States. You agree and represent that you
are buying only for your own internal use only, and not for resale or export. INDUCOMP
has separate terms and conditions governing resale of Product by third parties and
transactions outside the United States.
- Governing Law. THE PARTIES AGREE THAT THIS AGREEMENT, ANY SALES THERE UNDER, OR
ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER
PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON
LAW, AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND INDUCOMP arising from or relating
to this agreement, its interpretation, or the breach, termination or validity thereof,
the relationships which result from this agreement, INDUCOMP's advertising, or any
related purchase SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MISSOURI, WITHOUT
REGARD TO CONFLICTS OF LAW.
- Binding Arbitration. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT,
OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER
PROTECTION, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN CUSTOMER
AND INDUCOMP, its agents, employees, principals, successors, assigns, affiliates
(collectively for purposes of this paragraph, "INDUCOMP") arising from or relating
to this Agreement, its interpretation, or the breach, termination or validity thereof,
the relationships which result from this Agreement (including, to the full extent
permitted by applicable law, relationships with third parties who are not signatories
to this Agreement), INDUCOMP's advertising, or any related purchase SHALL BE RESOLVED
EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION
FORUM (NAF) under its Code of Procedure then in effect (available via the Internet
at http://www.arb-forum.com , or via telephone at 1-800-474-2371). In the event
of any inconsistency or conflict between NAF Code of Procedure and this Agreement,
this Agreement shall control. The arbitration will be limited solely to the dispute
or controversy between customer and INDUCOMP. NEITHER CUSTOMER NOR INDUCOMP SHALL
BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR ARBITRATE
ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.
The individual (non-class) nature of this dispute provision goes to the essence
of the parties' arbitration agreement, and if found unenforceable, the entire arbitration
provision shall not be enforced. This transaction involves interstate commerce,
and this provision shall be governed by the Federal Arbitration Act 9 U.S.C. sec.
1-16 (FAA). Any award of the arbitrator(s) shall be final and binding on each of
the parties, and may be entered as a judgment in any court of competent jurisdiction.
INDUCOMP will be responsible for paying any individual customer arbitration fees.
If any customer prevails on any claim that affords the prevailing party attorneys'
fees, or if there is a written agreement providing for fees, the Arbitrator may
award reasonable fees to the prevailing party, under the standards for fee shifting
provided by law. Otherwise, each party shall pay for its own costs and attorneys'
fees, if any. Information may be obtained and claims may be filed with the NAF at
P.O. Box 50191, Minneapolis, MN 55405.
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