|GraphStream standard terms and conditions of sale|
By issuing a purchase order to GraphStream Incorporated (hereinafter, "Seller"), a Buyer accepts in full the following Seller's Standard Terms and Conditions of Sale:
Order cancellation policy
At any time prior to shipment of products by Seller in fulfillment of an order, Buyer may cancel the order in whole or in part, via written notice to Seller.
In the event of order cancellation, Buyer agrees to pay in full Seller's invoice to Buyer for: (i) the portion of the actual component and service purchase costs incurred by Seller in preparation of the cancelled portion of the order, plus 20% of said portion, that Seller is unable to recover within thirty (30) calendar days after the date of cancellation via return of components to suppliers for credit or via diversion of components thereof to other uses; and (ii) the reasonable cost of direct labor incurred by Seller in preparation of the cancelled portion of the order.
Within seven (7) calendar days after receiving a product from Seller, Buyer may make a written request to Seller to accept return of all or part of the product, in exchange for a credit to Buyer's account.
Acceptance or denial of any return request, and the amount of credit offered in the case of acceptance, shall be at the sole discretion of Seller. In considering a return request, factors that Seller may take into account include the amount of value that could be recovered from returned items.
Seller generally CANNOT accept for return any custom-configured system, or any component thereof.
The items that are most likely to be accepted by Seller for return, are new, unused, standard components in complete original packaging including all provided accessories, that can be resold as new or returned to Seller's suppliers for credit.
The maximum possible amount of credit to Buyer for a returned item, is Seller's current price for the item at time of return, less a 20% restocking fee.
Invoice and acceptance
Seller's invoice, including these Standard Terms and Conditions of Sale incorporated by reference, shall constitute an offer to Buyer for the sale of Seller's goods and/or services, which shall be deemed accepted by Buyer upon the delivery and non-rejection of Seller's goods and/or services. An acceptance shall constitute Buyer's consent to these terms and conditions, which are in lieu of and supersede any and all terms and conditions stated on the Buyer's purchase order or other documents provided by the Buyer.
Terms of payment
All payments shall be made to Seller in U.S. Dollars to 16 Ralston Ranch Road, Belmont CA 94002, U.S.A., or another location if so requested by Seller, on or before the due date as stipulated on the invoice. All shipments and deliveries are subject to approval of Buyer's credit standing by Seller. Seller reserves the right to decline or postpone shipments for any reason except upon receipt and acceptance of payment or upon terms and conditions acceptable to Seller.
Prices for Seller's products and services shall be those stated on the invoice, which unless otherwise stated, do not include costs incurred for special packaging, shipping, or taxes. If prices are contingent on the purchase of a minimum quantity that is not met by the Buyer, Seller shall have the right to adjust the price accordingly.
FCA and risk of loss
All shipments covered by this acceptance are Free Carrier (FCA) Seller's designated point of shipment. Seller's liability for delivery shall terminate upon delivery to the carrier, at which time the Buyer assumes all responsibility for damage to or loss of products.
Technical assistance or advice
Any technical assistance or advice offered by Seller in regard to the use of any product or service provided in connection with Buyer's purchases is given free of charge and as an accommodation to the Buyer. Seller shall not be held liable for the content of or Buyer's use of such technical assistance or advice, nor shall any statement made by any sales representative in connection with the products or services constitute a representation or warranty, express or implied.
Limitation of liability
SELLER SHALL NOT BE LIABLE FOR ANY FAILURE TO PERFORM ON ITS PART WHICH IS DUE TO CAUSES BEYOND ITS CONTROL. THE LIABILITY OF SELLER, IF ANY, ARISING OUT OF AN AGREEMENT TO PURCHASE OR OTHERWISE WITH REGARD TO ANY GOOD FOR ANY AND ALL CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES, WHETHER ARISING FROM SELLER'S NEGLIGENCE OR OTHER TORT, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, OR OTHERWISE SHALL NOT EXCEED THE TOTAL PRICE FOR THE GOODS UNDER THIS AGREEMENT.
IN NO EVENT SHALL SELLER BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR INABILITY TO USE SELLER'S PRODUCTS OR DOCUMENTATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES OR PROFITS. SELLER SHALL NOT BE LIABLE FOR ANY HARDWARE, SOFTWARE, OR DATA STORED OR USED WITH ANY PRODUCT, INCLUDING WITHOUT LIMITATION THE COSTS OF REPAIRING, REPLACING, INTEGRATING, INSTALLING OR RECOVERING SUCH HARDWARE, SOFTWARE OR DATA.
All sales, transactions, and/or disputes between Seller and Buyers shall be governed by and construed in accordance with the laws of the State of California, as well as applicable federal statutes of the United States of America.
Jurisdiction and venue
The State of California, County of San Mateo shall be the exclusive venue for the resolution of any disputes between Seller and Buyer arising from any invoice, any agreement to purchase or otherwise. Buyer's acceptance shall constitute consent to the jurisdiction and venue of the courts of San Mateo County. The prevailing party shall be entitled to a reasonable compensation of attorney's fees, legal expenses, and costs.
As to all of Seller's Products, unless otherwise qualified, the term "Life Expectancy" as noted on attached performance specification or quotation, if any, is not a statement of guaranteed life, but rather, is Seller's best estimate of the anticipated performance of the unit under normal operating conditions. Claims for defective workmanship or material must be made within one year from the original date of shipment or 2,000 hours of operation, whichever first occurs.
In case of any justifiable claim, Seller will either repair or replace the defective goods when returned, but no goods shall be returned without Seller's consent. No claim shall be made at any time for labor or damages, direct or indirect, alleged to have been caused by defects in any product. The remedies stated herein are exclusive and Buyer waives all other remedies it may have in law or equity.
Conditions of product use
As to all of Seller's products, unless specifically otherwise agreed to by Seller in writing, Buyer acknowledges that products/goods sold by the Seller are intended for uses only as stated in specifications provided by the suppliers of the included components.
The commodities listed herein on this Site may be subject to U.S. export control laws and regulations, including without limitation the Export Administration Regulations. Any export, re-export, or transfer of these commodities must be conducted in compliance with such applicable laws and regulations.
The terms and conditions on this Site and incorporated by reference on Seller's invoice, together with any other documents incorporated into any invoice by reference, shall constitute the complete and exclusive agreement between the Seller and Buyer which supersedes any prior or contemporaneous representations or agreements.
Any terms or conditions furnished by the Buyer that conflict with those stated on this Site or the invoice shall be deemed inapplicable to any sale and shall not be binding on Seller. No modification, amendment, or waiver of the invoice terms or the terms on this Site shall be binding on Seller absent a writing signed by the Seller.