TERADEK LLC’S STANDARD TERMS AND CONDITIONS OF SALE
1. General Terms and Conditions
- Unless payment terms are granted, all payments are due before products will be shipped.
- If payment terms are granted, such terms are FOB Irvine, due NET30 days, unless otherwise speciEied in the invoice accompanying each shipment.
- All products are Designed & Manufactured in California, USA.
2. Standard Limited Warranty and Exclusions
TERADEK warrants to the original owner-‐user that this TERADEK product will be free from defects in material or workmanship. This warranty is limited to twelve (12) months from the date of original purchase date, whether or not actual use begins on that date.
Limitations and Exclusions
TERADEK’s obligations under this warranty and the sole remedy for its breach are limited to repair, at its manufacturing facility, of any part or parts of its products which prove to be defective; or, in its sole discretion, replacement of such products. All returns of defective parts or products must include the product model number and serial number, and must be made through an authorized Customer Service Center. Authorized returns must be shipped prepaid. The warranty provided herein does not cover charges for labor or other costs incurred in the troubleshooting, repair, removal, installation, service or handling of parts or complete products. All claims under the warranty provided herein must be made within thirty (30) days from the date of discovery of the defect. Failure to notify TERADEK of a warranted defect within thirty (30) days of its discovery voids TERADEK’s obligations hereunder.
The warranty provided herein shall be void and of no effect in the event that (a) the product has been operated outside its designed application; (b) the product has been subjected to misuse, neglect, accident, improper or inadequate maintenance, corrosive environments, environments containing airborne contaminants (silicone, aluminum oxide, etc.), or excessive thermal shock; (c) unauthorized modiEications are made to the product; (d) the product is not installed or operated in compliance with the manufacturer’s printed instructions; (e) the product is not installed and operated in compliance with applicable building, mechanical, plumbing and electrical codes; or (f) the serial number of the product has been altered, defaced or removed.
The warranty provided herein is for repair or replacement only. TERADEK shall not be liable for any loss, cost, damage, or expense of any kind arising out of a breach of the warranty or of the sale. Further, TERADEK shall not be liable for any incidental, consequential, exemplary, special, or punitive damages, nor for any loss of revenue, profit or use, arising out of a breach of this warranty or in connection with the sale, delivery, maintenance, use, operation or repair of any TERADEK product. In no event will TERADEK be liable for any amount greater than the purchase price of a defective product. The disclaimers of liability included in this Paragraph shall remain in effect and shall continue to be enforceable in the event that any remedy herein shall fail of its essential purpose. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
THIS WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY FOR TERADEK’S PRODUCTS, AND IS IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES. TERADEK SPECIFICALLY DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. No person or entity is authorized to bind TERADEK’s to any other warranty, obligation or liability for any TERADEK product. Installation, operation or use of the TERADEK product for which this warranty is issued shall constitute acceptance of the terms hereof. THERE ARE NO WARRANTIES OF MERCHANTABILITY AND NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THIS AGREEMENT.
This warranty gives you specific legal rights, and you may also have other rights which vary from state to state.
Repair Of Defective Products.
Warranty repair services shall be provided at TERADEKʼs manufacturing facilities in California. TERADEK shall within two weeks of receipt of returned products provide a report to USER detailing those products accepted under warranty and any that are not accepted under warranty due to physical damage or improper use. TERADEK will use its best efforts to repair defective products as quickly as possible with “turnaround time” (time for repair after receipt of units) to be six (6) weeks or less from receipt at the TERADEK facility. Shipment of the repaired or replaced warranted products to USERʼs location shall be at the expense of TERADEK. Shipment of the repaired or replaced non-‐warranted products to USERʼs location shall be at the expense of USER. In the event a product modiEication shall become necessary, TERADEK shall make such modiEications, as approved by USER, at a separate cost borne by USER. For non-‐warranted repairs, TERADEK shall report to USER an estimated time to repair failed units, and shall not proceed with repairs until such time that USER has provided approval for said repairs. For problems due to incorrect use of the Product, or factors external to the Product, or repairs for unwarranted units, TERADEK shall repair at a separate cost borne be USER, at a billing rate of $150 per hour. TERADEK shall repair or exchange, and ship to USER, the returned Product within four (4) weeks of receipt of Product by TERADEK.
Indemnity
Purchaser hereby indemnifies and agrees to hold harmless Teradek, LLC and its respective members, directors, officers, agents, employees, representatives, successors and assigns, from and against any and all losses, claims, damages, expenses or liabilities of whatever form or nature (including reasonable attorneys' fees and other costs and expenses incurred in connection therewith) which they, or any of them, may sustain or incur in (including in settlement) any action, claim, suit, proceeding or settlement by any person, organization or governmental entity or agency, or otherwise resulting, in whole or in part, from: (i) Any claim of a third party that the indemnifying Party misrepresented its authority or made any contractual commitment not expressly authorized under this Agreement; (ii) The handling, storage, sale or distribution by the indemnifying Party of the Products or information relating thereto; (iii) The failure by the indemnifying Party to perform or comply with its obligations under this Agreement; and (iv) The conduct of the operations of the indemnifying Party.
3. Governing Law
The validity, performance and enforcement of this Agreement shall be governed by and construed in accordance with the laws (other than the conflict of laws rules) of the State of California.
4. Arbitration
If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-‐upon mediator in Orange County, CA. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to binding arbitration in Orange County, CA under the rules of JAMS. The arbitration shall be conducted in the English language. The arbitrator shall render an award at law. However, he shall not have to follow procedural rules and he shall render an award within three (3) months from the appointment of the arbitrator. Any award shall be final and conclusive and judgment thereon may be entered in any court having jurisdiction over the appropriate Party or its assets. Each of the Parties shall be bound to comply with such award, upon notice served on it by registered mail, failing which judicial enforcement may be applied for and the defaulting Party shall in such case bear the cost of the judicial enforcement thus rendered necessary, including all costs, fees and penalties arising from such enforcement.