This standard Terms and Conditions Agreement ("Agreement") contains the terms and conditions that apply to any order, purchase, receipt, delivery, or use of any products or services from Velocity Micro, Incorporated or any of its subsidiaries or affiliates (collectively "Velocity Micro"). Any attempt to alter, supplement, or amend this document or to enter an order for product(s) that is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both you and Velocity Micro. These terms and conditions are subject to change without notice, at Velocity Micro's sole discretion.
If you do not wish to be bound to the terms and conditions of this Agreement, you must notify Velocity Micro immediately and return your purchase pursuant to Velocity Micro's return policy.
a. "We", "us" and/or "our" means Velocity Micro, Inc. (Velocity Micro)
b. "You" or "your" means the individual or entity named on the invoice.
2. Payment Terms, Orders, Quotations. Advertised prices are in US dollars and, unless otherwise noted, exclude shipping, handling, and any taxes that may be imposed by the legal authority that governs the jurisdiction in which you reside. Unless otherwise agreed to by Velocity Micro, your payment must be received by us before your order is accepted by us. Until such acceptance, your order is not binding on us, and any price quotation from Velocity Micro is subject to change without notice. We reserve the right to reject or cancel any order at our sole discretion. We reserve the right to prosecute to the fullest extent of the law fraud including, but not limited to, credit card and check fraud. Velocity Micro is not responsible for pricing, typographical, or other errors and reserves the right to cancel any orders resulting from such errors.
3. Shipping Charges, Taxes, Title, Risk of Loss. Shipping and handling are additional unless otherwise expressly indicated at the time of sale. Shipping dates are only estimates. Loss or damage that occurs during shipping from Velocity Micro facilities to you by a carrier selected by Velocity Micro is our responsibility. Title to the product(s) passes to you when Velocity Micro delivers it to the carrier and risk of loss passes to you when the carrier delivers the product(s) to the address you designate. If you receive a shipment containing a product(s) that was damaged, or if you receive a shipment containing less than all products you ordered, you must contact Velocity Micro with a claim within five (5) days of such receipt. Such claim must be made by (a) contacting Velocity Micro's Customer Care department via telephone or e-mail with "Receipt Requested" and (b) sending Velocity Micro's Customer Care department a copy of the shipment's packing slip via fax or via e-mail as a scanned attachment. After we confirm the validity of such claim, we will (a) in the case of such damaged product, exchange such damaged product according to the procedure in Section 6 below or (b) in the case of such incomplete shipment, ship the remainder of product(s) to you that you ordered. Unless you provide us with a valid and correct tax exemption certificate applicable to your purchase of product(s) and the product(s)' ship-to location, you are responsible for sales and other taxes associated with the order.
4. Return Policy. Our return policy can be found at http://www.velocitymicro.com/merchant.php. You may request to return most non-custom built product(s) within fifteen (15) days after you receive your product(s). You must contact us before you attempt to the return product(s) to obtain a Return Merchandise Authorization Number for you to include with your return. The returned product(s) must be received by Velocity Micro no more than thirty (30) days after the receipt of the system. You must return product(s) to us in its original packaging. You are responsible for risk of loss and damage, and shipping and handling fees for returning product(s). All returned orders or those cancelled after production has begun are subject to a 15% restocking fee. Original shipping, handling, delivery, and similar fees (including related sales taxes) are considered services already consumed and are, therefore, not refundable. You are responsible for properly packaging product(s) to be returned and for delivering the product(s) to the common carrier designated by Velocity Micro. You are responsible for any damage to your product(s) during return shipment.
5. Disclaimer of Warranties. VELOCITY MICRO MAKES NO WARRANTIES FOR SERVICE, SOFTWARE, OR NON-VELOCITY MICRO BRANDED PRODUCT. SUCH PRODUCT IS PROVIDED BY VELOCITY MICRO AS IS. WARRANTY AND SERVICE FOR NON-VELOCITY MICRO BRANDED PRODUCT, IF ANY, IS PROVIDED BY THE ORIGINAL MANUFACTURER, NOT BY VELOCITY MICRO. VELOCITY MICRO MAKES NO WARRANTIES, EXPRESS OR IMPLIED, EXCEPT THOSE STATED IN VELOCITY MICRO'S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE. ANY SUCH WARRANTIES WILL BE EFFECTIVE DURING THE RELEVANT PERIOD, AND VELOCITY MICRO WILL BE OBLIGATED TO HONOR ANY SUCH WARRANTIES ONLY UPON VELOCITY MICRO'S RECEIPT OF PAYMENT IN FULL FOR THE ITEM TO BE WARRANTED. Velocity Micro's warranty can be found here: http://www.velocitymicro.com/warranty.php
6. Products. We continually upgrade and revise our product and service offerings. Velocity Micro may revise and discontinue products at any time without prior notice to its customers. Velocity Micro may ship a substitute product that has the ordered product(s)' functionality and performance, but which varies from other aspects of the ordered product. In accordance with industry practices, Velocity Micro selects its parts and assemblies from new and equivalent-to-new parts and assemblies, which may rarely, but possibly, include reconditioned parts and assemblies, depending on availability. The quoted Velocity Micro SKU numbers for Velocity Micro-branded hardware product(s) are of the quality specified by Velocity Micro on its website and conform in all material respects with the Velocity Micro product(s)' specification on the date such product(s) were shipped.
7. Arbitration. You and Velocity Micro agree that any claim, dispute, or controversy, whether in contract, tort or otherwise, and whether pre-existing, present or future, and including statutory, common law, intentional tort and equitable claims ("Dispute") against Velocity Micro, its employees, agents, successors, assigns or affiliates arising from, in connection with, 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), Velocity Micro's advertising or any related purchase SHALL BE RESOLVED, EXCLUSIVELY AND FINALLY, BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION under its Code of Procedure then in effect. The arbitration will be limited solely to the dispute or controversy between you and Velocity Micro. The arbitration will be conducted before three (3) independent and impartial arbitrators. Velocity Micro will appoint one (1) arbitrator and the other party or parties will appoint one (1) arbitrator. The two (2) arbitrators will then select a third arbitrator who will be the presiding arbitrator. The arbitrators will render their award in writing and will include the findings of fact and conclusions of law upon which their award is based. Any award of the arbitrators shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. YOU UNDERSTAND THAT, IN THE ABSENCE OF THIS PROVISION, YOU WOULD HAVE HAD A RIGHT TO LITIGATE DISPUTES THROUGH A COURT, INCLUDING THE RIGHT TO LITIGATE CLAIMS ON A CLASS-WIDE OR CLASS-ACTION BASIS, AND THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THOSE RIGHTS AND AGREED TO RESOLVE ANY DISPUTES THROUGH BINDING ARBITRATION IN ACCORDANCE WITH THIS SECTION.
8. Limitation of Liability. VELOCITY MICRO DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SPECIFIED IN THIS AGREEMENT, NOR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST WAGES, LOST REVENUES, LOST PROFITS, LOST BUSINESS, LOST DATA, LOST SOFTWARE, DAMAGES FROM THIRD PARTY CLAIMS, OR DAMAGES FOR PRODUCT(S) BEING UNAVAILABLE FOR USE, EVEN IF VELOCITY MICRO IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VELOCITY MICRO'S LIABILITY WILL BE NO MORE THAN THE AMOUNT YOU PAID FOR THE PRODUCT(S) THAT IS THE SUBJECT OF A CLAIM. THIS IS THE MAXIMUM AMOUNT FOR WHICH VELOCITY MICRO IS RESPONSIBLE. VELOCITY MICRO DOES NOT ACCEPT LIABILITY FOR ANY CLAIM BY A THIRD PARTY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
9. Applicable law; not for resale or export. You agree to comply with all applicable laws and regulations of the various states and the United States. You agree and represent that you are buying for your own internal use only, and not for resale or export. Velocity Micro has separate terms and conditions governing resale of product(s) by third parties. Contact the Velocity Micro Reseller Program to receive a copy of these terms and conditions.
10. Governing Law. This Agreement and any sales hereunder shall be governed by the laws of the Commonwealth of Virginia, without regard to conflicts of laws, principles, and excluding the United Nations Convention on the International Sale of Goods.
11. Miscellaneous Provisions. You will not register or use any Internet domain name that contains a Velocity Micro trademark or trade name (i.e. Velocity Micro), in whole or in part, or any other name that is confusingly similar thereto. The section headings used herein are for convenience of reference only and do not form part of these terms and conditions, and no construction or inference shall be derived therefrom. If any of this Agreement is found by a court of competent jurisdiction to be unenforceable, the enforceability of the remaining provision shall not be affected or impaired.