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SPEEDLINEONLINE.COM TERMS AND
CONDITIONS General
Terms and Conditions Related to Using this Web-Site
SPEEDLINEONLINE.COM’s
web-site (the “Site”), which is owned and operated by Speedline Technologies,
Inc., a Delaware corporation with a principal place of business in Franklin,
Massachusetts (together with its affiliated and subsidiary entities, together
referred to as the “Company”) is currently provided free of charge to users who
agree to abide by the terms and conditions of this Agreement. The Company reserves the right to change the
Terms and Conditions at any time, and to revise same as it sees fit. Users who violate the Terms and Conditions
of this Agreement will have their access to the Site canceled and they may be
permanently banned from using the Site and any of its associated interactive
services. Users
should visit these Terms and Conditions periodically. By using the Site after the Company posts changes to the Terms
and Conditions, you agree to accept the latest version, regardless of whether
you actually reviewed it. Ordering
Products on this Site will constitute your acceptance of these Terms and
Conditions. If you do not agree to
abide by them, please do not order Products from this Site. You are
responsible for any and all transactions authorized by the use of your User
ID. It is your responsibility to limit
the dissemination of your User ID and respective password to only those
individuals that you have authorized to use the Site. We’d like
to make sure your experience on the SPEEDLINEONLINE.com Site is a pleasant and
productive one. THESE TERMS AND
CONDITIONS GOVERN THE SALE OF ALL PRODUCTS AND SERVICES (“PRODUCTS”) PROVIDED
BY COMPANY AND APPLY NOTWITHSTANDING ANY CONFLICTING, CONTRARY OR ADDITIONAL
TERMS AND CONDITIONS IN ANY PURCHASE ORDER OR OTHER DOCUMENT OR COMMUNICATION
(“PURCHASE ORDER”) FROM OUR CUSTOMERS.
THESE TERMS AND CONDITIONS MAY ONLY BE WAIVED OR MODIFIED IN A WRITTEN
AGREEMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF COMPANY. NEITHER COMPANY’S ACKNOWLEDGEMENT OF A
PURCHASE ORDER NOR COMPANY’S FAILURE TO OBJECT TO CONFLICTING, CONTRARY OR
ADDITIONAL TERMS AND CONDITIONS IN A PURCHASE ORDER SHALL BE DEEMED AN
ACCEPTANCE OF SUCH TERMS AND CONDITIONS OR A WAIVER OF THE PROVISIONS HEREOF. Users
The Company
does not discriminate on any basis, including age, race, national origin,
gender, sexual orientation, disability, religion, or any other classification
protected by law. Cookies
“Cookies”
are small, encrypted data files (containing references to user ID information
supplied by the user that are stored on our secure server) that may write to
your hard drive once you have accessed a web-site. The Company uses cookies to enhance your shopping experience. Cookies are used to keep track of your
shopping cart. To learn more about how
we protect our customer’s information, please review our Privacy Policy. Patents, Trademarks,
Copyrights & Restrictions
This Site,
and all materials on the Site, including, but not limited to, images,
illustrations, posts, audio clips, video clips (the “Materials”) are the
property of Company and its affiliates and licensors and are protected from
unauthorized copying and dissemination by copyrights that are owned by or
licensed to the Company and by copyright law, trademark law, international
conventions and other intellectual property laws. The Materials may also contain patentable subject matter owned by
the Company. You may not reproduce,
perform, create derivative works from, republish, upload, post, transmit or
distribute in any way whatsoever any Materials from this Site or any other
web-site owned or operated by the Company without the prior written permission
of the Company. However, you may
download or make one copy of the Materials and other downloadable items
displayed on the Site solely for the purpose of transacting business with the
Company, provided that the same are not used for any purpose apart from
transacting business with the Company, distributed to third parities or offered
for sale to third parties, and further provided that all copyright and other
notices contained in the Materials are left intact. Any modification of the Materials, or any portion thereof, or use
of the Materials for any other purpose constitutes an infringement of the
Company’s copyrights and other proprietary rights. Use of these Materials on any other web-site or other networked
computer environment is prohibited without prior written permission from the
Company. Nothing
contained on this Site should be construed as granting, by implication, estoppel,
or otherwise, any license or right to use this Site or any information
displayed on this Site, through the use of framing or otherwise, except: (a) as expressly permitted by these terms
and conditions; or (b) with prior written permission of Company or such third
party that may own the trademark or copyright of information displayed on this
Site. In
addition, the Company does not want you to forward to the Company any
information that you deem to be confidential or proprietary. Accordingly, any information we receive from
you will be treated by us as non-confidential. Links
The Company
is not responsible for the content of any web-sites that may be linked to or
from this Site. These links are
provided for your convenience only and you access them at your own risk. Any other web-site accessed from this Site
is independent from Company's Site, and Company has no control over the content
of that other web-site. In addition, a
link to any other web-site does not imply that Company endorses or accepts any
responsibility for the content or use of such other web-site, or any items or
products displayed on such web-site. In no event
shall any reference to any third party or third party product or service be
construed as an approval or endorsement by Company of that third party or of
any product or service provided by a third party. Disclaimers &
Indemnity
By using
the Site and/or posting Materials, you agree to indemnify the Company, its
officers, directors, employees, successors, agents, distributors, and
affiliates for any and all claims, damages, losses, and causes of action
(including attorneys’ fees) arising out of or relating to your breach or
alleged breach of this agreement (including without limitation, claims made by
third parities for infringement of intellectual property rights), or for any
content that is provided by you (or through your user I.D. and/or
password). You agree to cooperate as
fully as reasonably required in the defense of any claim. Company reserves the right to assume the exclusive
defense and control of any matter otherwise subject to indemnification by you. This Site
may contain facts, views, opinions, statements and recommendations of third
party individuals and organizations.
None of them or the Company represents or endorses the accuracy,
appropriateness or reliability of any advice, opinion, statement or other
information displayed, uploaded or distributed through the Site. You acknowledge that any reliance on any
such opinion, advice, statement or information will be at your sole risk. The materials on this Site are transmitted and distributed “as is”
and appear on the Site without express or implied warranties of any kind,
including, but not limited to, warranties of title and implied warranties of
merchantability or fitness for a particular purpose. There is no warranty as to the quality, accuracy, completeness
and validity of any materials on the Site, and no warranty that the functions
contained on the Site will be uninterrupted or error-free, or that defects will
be corrected. Where
applicable law does not allow the exclusion of implied warranties, the
foregoing exclusions may not apply to you. Limitation of Liability
Neither the
company, nor its officers, directors, employees, agents, successors,
subsidiaries, distributors, affiliates or third parties providing information
on this Site are responsible or liable for any special, incidental,
consequential, punitive or other indirect damages that result from the use of,
or the inability to use, this Site or the information contained on this Site,
even if Company (or any third party posting information on this Site) has been
advised of the possibility of such damages.
In no event shall Company’s total liability (or the total liability of
any third party providing information on this Site) to you for all damages,
losses, and causes of action resulting from your use of this Site, whether in
contract, tort (including, but not limited to, negligence) or otherwise exceed
one dollar (U.S. $1.00). FOR
LIMITATIONS RELATING TO PRODUCTS AND SERVICES, PLEASE REFER TO SALES TERMS AND
CONDITIONS, BELOW. Termination
The Company
may, in its sole discretion, terminate or suspend your access to all or part of
the Site, for any reason, including without limitation, breach of this Agreement. In the event this Agreement is terminated,
the restrictions regarding Materials appearing on the Site, and the
representations and warranties, indemnities and limitations of liabilities set
forth in this Agreement will survive termination. In event that you are unsatisfied with the Products provided by
Company, your sole remedy is to terminate this Agreement. Jurisdiction
The Company
operates the Site from its offices within the United States. Company makes no representations that
content and Materials on the Site are legal or appropriate for use outside the
United States. If you choose to access
the Site from locations outside the United States, you do so at your own risk
and are responsible for compliance with any and all local laws. You may not use the Site in violation of
U.S. export laws and regulations. This
Agreement will be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts, as it is applied to agreements entered into and
performed therein, and excluding (i) United Nations Conventions on Contracts
for the International Sale of Goods; (ii) the 1974 Convention on the Limitation
Period in the International Sale of Goods; and (iii) the Protocol amending the
1974 Convention, done at Vienna April 11, 1980. Any action brought to enforce this Agreement or matters related
to the Site will be brought in either the State or Federal Courts of the
Commonwealth of Massachusetts; provided, however, that notwithstanding anything
contained in this Agreement to the contrary, Company shall have the right to
institute judicial proceedings in any jurisdiction against you or anyone acting
by, through or under you, in order to enforce Company’s rights hereunder
through reformation of contract, specific performance, injunction or similar
equitable relief. Any claim or cause of
action you have with respect to use of the Site must be commenced within one
(1) year after the claim arises. If any
provision of this Agreement is deemed void, unlawful, or otherwise unenforceable
for any reason, that provision will be severed from this Agreement and the
remaining provisions of this Agreement will remain in force. This Agreement constitutes the entire
agreement between you and the Company concerning your use of the Site, and the Agreement
will not be modified, except in writing, signed by both parties. Comments, Complaints &
Questions
We welcome
your feedback about the Site. However,
any comments, ideas, notes, messages, suggestions or other communications sent
to the Site shall be and remain the exclusive property of Company, and we may
use all such communications in any manner, including reproducing, disclosing
and publishing such communications, all without compensation to you. Should you
have any questions or complaints regarding violations of this Agreement, please
contact us by clicking the Contact Us link on the Bottom Navigation Bar. Privacy
Statement
Speedline
Technologies respects our customers’ rights to privacy. We hold your detailed customer information
in confidence. Privacy & Security
The Company
is concerned about privacy and security matters for its customers. SPEEDLINEONLINE.COM wants all of the
information you provide us to be secure and your privacy to be respected. We protect your shopping experience by: q
utilizing
SSL Encryption technology; and q
hosting
our Site on secure servers behind firewalls. Below you
can find more detailed information about on-line security and privacy, what
types of information we collect, and how to contact us. Is your
company and payment information safe? Yes. At SPEEDLINEONLINE.COM, whenever you provide
any information (e.g., when making a purchase), we encrypt it so that no one
else can read it while it is being transmitted over the Internet. In addition, all information (such as your
company and associate names, addresses, and payment information) is safely
stored behind a firewall. A firewall is
a set of related programs that protects your information from users from other
networks. We store this type of
information so that you do not have to enter it each time you make a purchase
or log in. What types
of information do we collect? We collect
the following information: q
IP
address of visitors to our Site; q
e-mail
address of those who e-mail us or register with us; q
information
on how many visits each page receives; and q
information
volunteered by the customer. Asking for Your
Information
We will
sometimes ask customers for personal information such as your name, address,
e-mail address, occupation and other details.
Providing us your information will simply help us offer products and
services that we think you’d like to hear about. When you choose to give personal information to us over the
Internet that our business partners or we may request, we will endeavor to
inform you how we will use the information. When we ask
for personal information for any reason, we will provide a link to this policy
statement to make our intentions clear to you. Personal Information
Privacy
Company
will take all reasonable steps to keep your personal information
confidential. Those steps include
limiting access to customer information databases, communicating this policy
statement to all Company employees and establishing and enforcing penalties for
violating this statement. Company
will not sell, rent or give away our customers’ personal information to other
companies for use in selling others’ products or services. We do not contract with another company to
market or advertise products or services for us. We will vigorously enforce all privacy agreements we have with
other companies. Order Information Privacy
and Credit Card Security
We
currently use the Secure Sockets Layer (SSL) protocol to safeguard your
information, including your credit card number, during on-line
transactions. We believe SSL to be a
very safe encryption method, but we are always looking for even more secure
encryption methods to safeguard information sent to us on-line. Our server will run detection software to
help ensure you are using a secure browser and your information is secure when
you check out. If our browser
determines you are not using a secure browser, a message will appear at
checkout. To protect
your information once your transaction is complete, the Company stores your
information on an off-line server stored securely behind a firewall. There is no external access to this
information and its internal access is strictly monitored. For your
protection, never put your credit card number or other sensitive information in
unencrypted e-mail. In the extremely
unlikely event that we suspect a customer’s credit card number has been
intercepted, we will immediately notify the customer. Products
& Services Information – Sales Terms and Conditions
Pricing
Prices
shall be as specified by Company and shall be applicable for a period specified
in Company’s quote. If no period is
specified, prices shall be applicable for thirty (30) days. Notwithstanding the foregoing, prices shall
be subject to increase should Company experience an increase in its costs or
other circumstances beyond Company’s reasonable control. Sales and Local Taxes
Prices are
exclusive of taxes, impositions and other charges, including: sales; use; excise; value added and similar
taxes or charges imposed by any government authority; international shipping
charges; forwarding agent’s and broker’s fees; consular fees; document fees;
and import duties. If Company is
responsible for or is obligated to pay any of the foregoing fees, you are
responsible for reimbursing Company for such fees. Specifically, upon acceptance of a Purchase Order, you are solely
responsible for payment of all governmental, state and local taxes to Company,
unless the Purchase Order is proven to be exempt by means of one of the
following certificates provided to Company by you: q
tax
exempt certificate; q
resale
certificate; q
direct
payment certificate; q
manufacturing
exemption certificate; and q export permit certificate. These
certificates must be provided for the state where the goods or services are
delivered and provided to Company with the Purchase Order. Photos
Some of the
information about parts includes photographs of such parts. Due to technical differences in the
equipment of our customers, Company cannot be responsible for photographic
differences in size, shape and color of the Products. Purchase Orders
Purchase
Orders must be made to Speedline Technologies, Inc. 16 Forge
Park Franklin, MA 02038 Fax: 508-541-6459 Purchase Order Acknowledgement
The
placement of a Purchase Order for the shipment of goods or performance of
services shall constitute acceptance by you of the terms and conditions set
forth below and on the face of this quotation or invoice. Any shipment of goods or performance of
services by Company shall be deemed to be only on the terms and conditions
contained herein, except to the extent that an authorized representative of
Company may otherwise expressly consent to in writing. The receipt
of an e-mail order confirmation is simply a recognition that we have received
your requested order. Company reserves
the right to limit the quantity of any item sold, or prohibit a sale
altogether. Sole Conditions All orders
are accepted subject to and incorporate these terms and conditions to the
exclusion of any other term or condition.
For the avoidance of doubt, if a purchase order or other document
received by Company (wither before or after you receive notification of these
terms and conditions) contains terms and conditions in addition to or varying
from these terms and conditions, every such additional or varying term or
condition shall be expressly excluded and shall be of no effect. Equipment/System
Order Payments Terms: 40% payment with order 60% Net 30 days Terms of
Payment: Payment shall be net thirty (30) days from
date of invoice for all after market options, upgrades & etc. not sold with
equipment/system. Buyer agrees to pay
the entire net amount of each invoice from Seller pursuant to the terms of each
such invoice without offset or deduction.
Orders are subject to credit approval by Seller. The Seller may, in its sole discretion and
at any time, change the terms of Buyer’s credit. The Seller may also require payment in cash, bank wire transfer
or by official bank check and/or require payment of any or all amounts due or
to become due for Buyer’s order before shipment of any or all of the
Products. If Seller believes in good
faith that Buyer’s ability to make payments may be impaired or if Buyer shall
fail to pay any invoice when due, Seller may suspend delivery of any order or
any remaining balance thereof until such payment is made or cancel any order or
any remaining balance thereof, and Buyer shall remain liable to pay for any
Products already shipped and all non-standard Products ordered by Buyer. Buyer also may be required, prior to Seller
shipping Products to Buyer, to pay in cash or provide satisfactory security for
such payment. Buyer also agrees to
submit such financial information from time to time as may be reasonably
requested from Seller for the establishment and/or continuation of credit
terms. Checks are
accepted subject to collection and the date of collection shall be deemed the
date of payment. Any check received
from you may be applied by Company against any obligation owing from you to
Company, regardless of any statement appearing on or referring to such check,
without discharging your liability for any additional amounts owed to Company,
and the acceptance by Company of such check shall not constitute a waiver of
Company’s right to pursue the collection of any remaining balance. You are obligated to pay interest on any
invoice not paid when due from the due date to the date of payment at the rate
of one and one-half percent (1½ %) per month or such lower rate as may be the
maximum rate allowable by law. If you
fail to make payment when due, Company may pursue any legal or equitable
remedies, in which event Company shall be entitled to reimbursement for costs
of collection and reasonable attorneys’ fees. Security Interest Company
reserves a purchase money security interest in all of the Products until the
price of such Products is paid in full.
You agree to execute any documents requested by Company to protect
Company’s security interest. Payment
Remittance
Address: Speedline Technologies, Inc. P.O. Box
90410 Chicago IL 60693 U.S.A. Delivery and Title
All
shipments by Company are F.O.B. point of origin and you shall pay all
transportation charges in addition to the price of the Products. Subject to Company’s right of stoppage in
transit, delivery of the Products to the carrier shall constitute delivery to
you and title and risk of loss shall thereupon pass to you. Company shall make selection of the carrier
and delivery route unless specified by you.
Company shall use reasonable efforts to initiate shipment and schedule
delivery as close as possible to your requested delivery dates. You acknowledge that delivery dates provided
by Company are estimates only and that Company is not liable for failure to
deliver on such dates. Company reserves
the right to make deliveries in installments.
Delivery of a quantity which varies from the quantity specified shall
not relieve you from the obligation to accept delivery and pay for the Products
delivered. Delay in the delivery of one
installment shall not entitle you to cancel other installments. Rescheduling
You may
postpone delivery of Products for a period not to exceed fourteen (14) days. Installation Location These terms
and conditions apply to Products at the original location only. Company reserves the right to approve any
changes to the location of Products, subject to the following: You shall notify Company in writing of its
intent to move Products at least thirty (30) days prior to the date of
scheduled dismantling. If Company
approves the movement, Company reserves the right to supervise the dismantling,
packing and unpacking of Products and must inspect and approve the Products at
the installation for continued coverage under these terms and conditions. You shall be charged for all work performed
in relation to the relocation including, but not limited to, any necessary
power conversion, and packing materials in accordance with Company’s then
current service rates and policies. If
Products are damaged during moving or relocation, you are responsible for all
associated repair charges. Acceptance
of Products and Product Return: Product is considered property of the
customer at point of shipment. Issues
relating to product quality must be reported within 10 business days of receipt. Buyer shall report any discrepancy in shipment quantity or
damage within ten (10) business days after receipt. No return of
Products shall be accepted by Seller without a Return Material Authorization
(“RMA”) Number, which may be issued by Seller in its sole discretion. Equipment, parts, options, upgrades sold as
custom/specials that are designed/modified to buyers specifications that are
not part of Speedline’s standard product offering cannot be returned for
credit. Returned Products must be in
original manufacturer’s shipping cartons complete with all packing
materials. All Products for return
shall be returned freight prepaid in the manner specified in the RMA. If returned Products are claimed to be
defective, a complete description of the nature of the defect must be included
with the returned Products. Products
not eligible for return shall be returned to Buyer, freight collect. Items returned and found in working order
will not be credited. Claims for
shortages or for Products damaged during shipment must be filed with the
freight carrier by you. No deductions
from invoices for claims against the carrier will be allowed. Force Majeure
Company
shall not be liable for failure to fulfill its obligations herein or for delays
in delivery due to causes beyond its reasonable control, including, but not
limited to acts of God, natural disasters, acts or omissions of other parties,
acts or omissions of civil or military authority, Government priorities,
changes in law, material shortages, fire, strikes, floods, epidemics,
quarantine restrictions, riots, war, acts of terrorism, delays in
transportation or inability to obtain labor or materials through its regular
sources. Company’s time for performance
of any such obligation shall be extended for the time period of such delay or
Company may, at its option, cancel any order or remaining part thereof without
liability by giving notice of such cancellation to you. Cancellation
You may
cancel firm orders for Products upon payment of a fee based on a percentage of
the dollar value of the order in accordance with the following schedule: 60% 0-30 calendar days prior to
scheduled delivery date 30% 31-60 calendar days prior to
scheduled delivery date 10% more than 60 calendar days
prior to scheduled delivery date Specials/Custom Products: Equipment, parts, options, upgrades
sold as custom/specials that are designed/modified to buyers specifications
that are not part of Speedline’s standard product offering cannot be cancelled. Exclusions to Services Company’’s
obligation to provide services is contingent upon your proper use of the
Products. The Company shall not be
obligated to provide services hereunder, if repair or adjustment is required
because of (1) repair, adjustment or modifications, where made or attempted by
other than authorized representatives of the Company; (2) your failure to
provide suitable installation environment; (3) use of computing equipment or
operating systems which do not meet Company’s compatibility specifications; (4)
misuse or accident including but not limited to unusual physical or electrical
stress; (5) improper programming or improper installation by you; (6)
relocation of the Products without Company’s prior approval; (7) damage caused
by accessories, alterations, attachments or other devices neither furnished nor
maintained by Company; (8) failure of air conditioning, electrical power, or
humidity control; (9) Damages to equipment or injuries to personnel for failure
of customer to follow/understand Speedline documentation; (10) a Force Majeure
event; or (11) acts of God, fire, flood, earthquake, lightning strikes, riots,
war, theft, embargoes, nuclear disasters, acts of civil or military
authorities, or other similar causes, or lack of manufacturers recommended
maintenance preformed by Buyer. If any
service call is made by Company as a result of the causes stated above, such
call shall be billed in accordance with Company’s then current service rates
for labor and materials. The Company
shall not be required to maintain any alterations, attachments or accessories
not supplied by Company. If, in the
sole opinion of Company, such modifications adversely affect the Company’s
ability to provide maintenance service for the Products, the Company reserves
the right to immediately terminate this Agreement in its entirety. Operator Requirements You agree
to provide Company trained operators on each shift for phone and on-site
support. Failure to provide such
support may result in voiding Product warranty or a billable event. Company’s Limited Warranty
Company warrants to you that upon delivery to you the Products shall
conform to the applicable specifications for such Products and that any
value-added work performed by Company on such Products shall conform to the
applicable specifications. The Product warranty period is 12 months
from the date of installation or 13 months from the ship date, whichever comes
first. After hours on-site service for
holidays and weekend on-site support is available for a fee. Labor
and travel will be billed at the overtime rates in effect at the time of the
requested service. Parts
replacement is covered by company’s standard parts replacement warranty. Customers
in the US, Mexico & Canada can go to www.speedlinetech.com for contact
information. Other locations need to
contact their local distributor. COMPANY MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT
TO THE PRODUCTS. IN PARTICULAR, COMPANY
MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR
SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING
INFRINGEMENT. IN NO EVENT SHALL COMPANY
BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES BY REASON OF ANY
BREACH OF WARRANTY OR DEFECT IN MATERIAL OR WORKMANSHIP. With respect to Products which do not meet
applicable specifications and with respect to value-added work by Company which
do not meet the accepted specifications, the Company’s liability is limited, at
Company’s election, to (1) refund of your purchase price for such Products
(without interest) along with proof of purchase provided the item is returned
in its original packaging, has not been used or show signs of customer
misuse/abuse, (2) repair such Products, or (3) replace such Products; provided,
however, that such Products must be returned to Company, along with acceptable
evidence of purchase, within thirty (30) days from date of delivery,
transportation charges prepaid. Company
shall transfer to you whatever transferable warranties and indemnities Company
receives from the manufacturer of the Products, including any transferable
warranties and indemnities respecting patent infringement. Any
transferable warranty or indemnity will be limited in length to company’s
original equipment warranty applicable to such Product, unless otherwise noted
by contract or written agreement. THE
FOREGOING WARRANTIES ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN BY COMPANY IN
CONNECTION WITH THIS AGREEMENT, EXPRESS OR IMPLIED. Limitation of Liability Any claim
against Company arising out of, or in connection with, its duties and
obligations under these terms and conditions shall be limited to the lesser of
(1) the replacement value of the Products giving rise to such claim, or (2) the
charge for the most recent billing period indicated under these terms and
conditions. The foregoing shall
constitute your sole and exclusive remedy, and the sole and exclusive liability
of Company. In no event
shall Company be liable to you for direct, indirect, incidental, exemplary,
special or consequential damages including, but not limited to, loss of
profits, loss of data or information of any kind, downtime, claims of third
parties, personal injuries, or damage to property, however caused, arising out
of or related to these terms and conditions, or the performance or breach
thereof. Company
shall not be liable for failure or delay in performance due in whole or part to
any cause beyond the reasonable control of Company. Termination for Insolvency
In the
event of the institution of any proceeding by or against you in bankruptcy or
insolvency, or the appointment of a receiver or trustee or an assignment for
the benefit of creditors of you, the Company may terminate, in its sole
discretion, any Purchase Order for Products. Minimum Order Value
Company
requires a $100.00 minimum order value for Products and/or parts. A process handling fee will be added to all
invoices that are less than minimum order value. Customers are encouraged to combine multiple items on a single
purchase order or place their order via our Site at (shop@speedlineonline.com). Part Orders
Company’s
warranty on replacement parts is for a limited, ninety (90) day period (from
the shipment date unless otherwise noted by contract or written agreement)
that such parts will be free from defects in materials and workmanship. If any such part shall prove to be defective
in material or workmanship under normal intended usage and recommended
maintenance has been performed by user during the warranty period, upon
examination by Company or its authorized representative, then Company shall
repair or replace, at its sole option, such defective part at its own expense;
provided, however, that you shall be required to ship each such defective part
freight prepaid to Company’s plant. The
warranty on parts, options or components not manufactured by Company, but a
part of Company’s Product or part, is limited to the warranty provided by the
original manufacturer of the component to the extent that such original
manufacturer actually honors such warranty.
Consumables, preventative maintenance, and wear items consumed as part
of the customers process including but not limited to light bulbs, bearings in
solder pumps, temperature strips, belts, fuses, wiper paper, fingers, needles,
kleenox, side dams, squeegee blades and assembly, feed tubes, mylar, seals,
cardboard cores, silicone bumpers, side dams, solder lubricants, solvents,
labels, and general hardware are excluded from coverage. The previously mentioned items are not
covered by a 90 day warranty unless returned in an unused condition and found
to be defective to Company. (Consumable
are defined as parts that are non-repairable, or parts that are pre-assembled,
that are not covered under warranty and must be replaced on a regular basis to
run the Products and to maintain its proper function.) Items sold as “Custom/Specials” and modified
to customer specifications are not covered by our standard warranty and are not
returnable for credit. Any warranty, if
provided, must be shown on the applicable purchase order as a line item or
comment. A $100.00
expediting fee may be applied at the discretion of Company for a part that is
requested to be expedited if the quoted lead time is unacceptable. Parts Returns A
restocking fee will apply to any returned part. The Company must be contacted to request a Return Material
Authorization form prior to the part being returned. Return Material Authorization will be decided solely at the
discretion of the Company for any Product. Entire Agreement
This
constitutes the entire agreement between you and the Company and there are no
understandings, representations or warranties of any kind, express or implied,
not expressly set forth herein. No
modification of these terms and conditions shall be of any force or effect
unless such modification is in writing and signed by the party to be
bound. No modification shall be
effected by the acknowledgement or acceptance of purchase order forms provided
by you containing terms or conditions varying from those set forth herein. Confidentiality
Information
(such as proposals, drawings, diagrams, prices, specifications, materials etc.)
shall belong to Company. Software Warranty
Company
warrants that all software furnished under this Agreement shall perform substantially
in accordance with the published specifications and documentation for 90 days from shipment. In the event that the software does not
perform substantially in accordance with specifications, Customer shall notify
Company in writing of the failure and provide details of the failure. It will be at Company’s sole discretion
either to correct such software or to replace it with a new version. Indemnity
Customer
agrees to indemnify Company in the event of use or misuse of the Products by a
third party or an employee of you. As
such, customer shall indemnify Company against all liability, loss, damage,
costs and expenses whatsoever arising out of such use or misuse. Incidental and/or Consequential Damages
Under no circumstances shall Company have
any liability for any loss of profit, loss of sales, loss of market, loss of
goodwill or reputation, or any third party claims, including, but not limited
to, indirect, special or consequential loss or damage, costs, expenses or other
claims, including attorneys’ fees, whatsoever arising out of any claim in
connection with the sale or use of Products.
Operator Requirements
You agree
to provide the Company trained operators on each shift for phone and on-site
support. Failure to do so may result in
voiding the Product warranty. Waiver
Company’s
waiver of any breach, or failure to enforce any of the terms and conditions set
forth herein at any time shall not in any way affect, limit or waive Company’s
right thereafter to enforce and compel strict compliance with every term and
condition hereof. The acceptance by
Company of any payment after the specified due date shall not constitute a
waiver of your obligation to make further payments on the specified dates. Governing Law These terms
and conditions are governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts, as it is applied to agreements entered into and
performed therein, and excluding (i) United Nations Conventions on Contracts
for the International Sale of Goods; (ii) the 1974 Convention on the Limitation
Period in the International Sale of Goods; and (iii) the Protocol amending the
1974 Convention, done at Vienna April 11, 1980. Any action brought to enforce these terms and conditions will be
brought in either the State or Federal Courts of the Commonwealth of
Massachusetts; provided, however, that notwithstanding anything contained in
these terms and conditions to the contrary, Company shall have the right to
institute judicial proceedings in any jurisdiction against you or anyone acting
by, through or under you, in order to enforce Company’s rights hereunder
through reformation of contract, specific performance, injunction or similar
equitable relief. Any claim or cause of
action you have with respect to these terms and conditions must be commenced
within one (1) year after the claim arises.
If any provision of these terms and conditions is deemed void, unlawful,
or otherwise unenforceable for any reason, that provision will be severed from
these terms and conditions and the remaining provisions of these terms and
conditions will remain in force. These
terms and conditions shall constitute the entire agreement between you and the
Company concerning Products, and these terms and conditions shall not be
modified, except in writing, signed by both parties. |
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