UconX Terms & Conditions of Purchase

Effective Date: August 30th, 2019

TERMS & CONDITIONS OF PURCHASE

1.  General. These Terms and Conditions of Purchase ( “Terms”) shall apply to, and govern the sale of, any products available through the www.ucon-x.com website (“Website”) or otherwise sold by UconX, LLC (the “Seller”)(collectively, the “Products”) to the applicable customer identified in such quote, order document or other applicable agreement (“Customer”). The Terms, in addition to any Website Terms of Use and Privacy Policy and the order confirmation, constitute the entire, integrated agreement between the parties with respect to the subject matter of the Terms, and shall apply to any subsequent purchases made by Customer from Seller. Any and all discussions, understandings, agreements, representations, courses of dealings, customs, and usages of trade heretofore made or engaged in by the parties with respect to the subject matter hereof are hereby superseded by these Terms, which alone fully and completely expresses the parties’ agreement. Notwithstanding the foregoing, in the event that Seller and Customer are parties to a mutually executed and negotiated agreement that governs the supply and use of the Products (the “Existing Agreement”), conflicting terms and conditions of such Existing Agreement shall be deemed to supersede the  Terms for the specific purpose set forth therein. Seller objects to and shall not be bound by any additional or different terms, whether printed or otherwise, in any purchase order or other communication from Customer to Seller, unless specifically agreed to in a separate writing signed by the parties and only with respect to those Products intended to be covered by that executed document. The execution of a Customer order document shall not be deemed, in and of itself, to evidence Seller’s assent to any terms and conditions contained or referenced thereon. Such additional or different terms shall be deemed a material alteration of the Terms, and Customer shall be deemed to have accepted the  Terms without such additional or different terms. The Terms may be updated periodically by Seller. Each revision will be identified by the next revision number and effective date and posted on the Website. Any subsequent revisions will be effective only to quotes or orders issued on or after the date of the revision to such terms and conditions. You should review these Terms prior to purchasing any product or services that are available through the Website or otherwise from UconX, LLC. Your continued use of the Website after the effective date will constitute your acceptance of and agreement to such changes.

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. 

THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS. 

BY PLACING AN ORDER FOR PRODUCTS FROM THIS WEBSITE OR OTHERWISE FROM SELLER, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS FROM THE WEBSITE IF YOU (i) DO NOT AGREE TO THESE TERMS, (ii) ARE NOT THE OLDER OF (A) AT LEAST 18 YEARS OF AGE OR (B) LEGAL AGE TO FORM A BINDING CONTRACT WITH UCONX, LLC, OR (iii) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, PRODUCTS OR SERVICES BY APPLICABLE LAW.

2.  Order Acceptance and Cancellation. Customer agrees that an order is an offer to buy, under these Terms, all products and services listed in the order. All orders must be accepted by Seller or Seller will not be obligated to sell the Products to you. Seller may choose not to accept orders at its sole discretion, even after it sends a confirmation email with your order number and details of the items you ordered.

3. Changes. Any change in Product specifications, quantities, destinations, shipping schedules, or any other aspect of the scope of goods must be agreed to in writing by Seller, and may result in a price and delivery adjustment by Seller. If all or part of the order is terminated by modification or rescission, Customer, in the absence of a contrary written agreement between Seller and Customer, shall pay termination charges equal to Seller’s costs associated with the order, as determined by generally accepted accounting principles, plus a reasonable profit on the entire order. Cost shall include any amount Seller must pay to its suppliers due to any termination by Seller of a purchase order or contract for Products intended for Customer. If Customer orders any Special Stock Products (as defined herein) from Seller, Customer will not be able to cancel such order in the event the Special Stock Product is already in Seller’s possession or in transit to Seller, plus Customer must pay for any manufacturer cancellation charges for unshipped items. The term “Special Stock Product” shall be deemed to mean any inventory from Seller which Seller produce or procures for Customer and such inventory is nonstandard or not readily saleable to other customers of Seller. Seller may, in its discretion, require an advance deposit of up to 100% of Seller’s selling price for any Special Stock Product ordered by Customer hereunder.

4.  Payment. Payment of the purchase price for Products sold by Seller to Customer shall be in the amounts set forth on the order confirmation documents, purchase agreement, or applicable invoice, and Customer agrees to pay all charges in accordance with the amounts established. Unless otherwise agreed in writing, all payments are due upon acceptance of the order by Seller. In the event Customer fails to timely pay the total purchase and other charges, the maximum allowable charge and/or interest allowed by applicable laws shall be applied to all past due accounts commencing from the due date until paid. In addition, Customer shall pay Seller all costs and expenses of collection, suit, or other legal action brought as a result of non-payment, including all reasonable attorneys’ fees and collection costs, incurred pre-suit, through trial, on appeal, and in any administrative or bankruptcy proceedings. Products are provided F.O.B. first point of shipment, unless otherwise agreed to in writing. Seller may set off any amount due from Customer to Seller from any amounts due to Customer. Title to and risk of loss of the Products pass to Customer upon delivery to the carrier at the F.O.B. shipping point.

5.   Acceptance and Returns. Customer will inspect the Products upon delivery and will, within ten (10) business days of delivery, notify Seller in writing of any non-conforming Products (“Nonconforming Products”) otherwise such Products will be considered accepted. “Nonconforming Products” means only the following: (i) Product shipped is different than identified in the order; or (ii) the Product’s label or packaging incorrectly identifies its contents.  If Customer timely notifies Seller of any Nonconforming Products, Seller shall, in its sole discretion, (i) replace such Nonconforming Products with conforming Products, or (ii) credit or refund the price for such Nonconforming Products. Customer acknowledges and agrees that the remedies set forth above are Customer’s exclusive remedies for the delivery of Nonconforming Products. Seller will not accept returns of Products or the taking of financial credits by Customer unless previously authorized by Seller via a written Return Material Authorization (“RMA”). Returns shall be subject to Seller’s current Return Policy. The Return Policy includes the terms and conditions of the 30 day money back guarantee and the life time warranty. Except as provided in these Terms, all sales of Products to Customer are made on a one-way basis and Customer has no right to return Product purchased under this Agreement to Seller.

6.  Forecast. In the event that Customer is providing a forecast or requiring Seller to stock Products, Customer acknowledges and agrees it will be responsible for all excess and obsolete inventory, including, but not limited to, any inventory that is held by Seller and not consumed by Customer (a) prior to the discontinuation of usage of a particular part number, or (b) during the preceding six (6) month period (collectively, “E&O”). Seller reserves the right to call a Periodic Business Review (“PBR”) which shall be attended by representatives of both parties for the purpose of E&O analysis and disposition. Resolution for E&O inventory shall be completed within ten (10) days of the PBR unless otherwise agreed upon at the PBR.

7.  Prices. Prices on the Website, catalogs or in Seller quotes are subject to change without notice. All prices listed on a Seller quote will be deemed to expire and become invalid if not accepted within ten (10) calendar days from the date of issue, unless otherwise noted by Seller in writing. Seller, in its sole discretion, may extend such ten (10) day period; however, such extensions of pricing, if made, are for Customer’s convenience only and Seller shall be free at any time after such initial ten (10) day period to adjust the prices contained on such quote. In addition, any mathematical, stenographic or clerical errors are not binding on Seller. Except where specifically stated by Seller, prices shown do not include any sales, excise, or other governmental tax or charge payable by Seller to any federal, state or local authority, or any costs of shipping. Any tax or other governmental charge upon the provision of services, or the production, sale, shipment, transfer, consumption, or use of the Products which Seller is required to pay or collect from Customer shall be paid by Customer to Seller at the time of payment for the Product, unless Customer furnishes Seller with exemption certificates acceptable to taxing authorities. Such amount shall be due whether or not included on the invoice.

8.  Delivery. All shipping date or other applicable delivery dates are estimates. Seller will in good faith endeavor to ship Products by the estimated date. Seller shall have the right to make partial shipments Unless otherwise agreed to in writing, Seller will comply with minimum specifications for the method of transportation specified and paid for. If no method of transportation is specified, shipment will be by a reasonable method of transportation determined by Seller in its sole discretion.

9.  Shortages. Customer shall promptly submit all claims for shortages in writing to Seller once Customer receives the Products; otherwise such claims shall be waived. The purchase price for Products will equal the unit price multiplied by the quantity shipped.

10.  Warranties on Products Not Manufactured by Seller. Seller does not manufacture the Products. The availability of Products does not indicate an affiliation with or endorsement of any Product, service or manufacturer. Accordingly, Seller does not provide any warranties, express or implied, with respect to the Products offered on the Website or by Seller that it does not manufacture. However, such Products are covered by the manufacturer’s warranty. To obtain warranty service for defective products, please follow the instructions included in the manufacturer’s warranty.

11. Limited Warranty.

(a) To the extent Seller manufactures the Products, Seller warrants to Customer that for a period of thirty (30) days from the date of shipment of the Products (“Warranty Period”), that such Products will materially conform to the Product specifications set forth on the Website and will be free from material defects in material and workmanship.

(b) Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Products. Third Party Products are not covered by the warranty in Section 1(a). For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.]

(c) Seller shall not be liable for a breach of the warranty set forth in Section 1(a) unless: (i) Customer gives written notice of the defect, reasonably described, to Seller within ten (10) days of the time when Customer discovers or ought to have discovered the defect; (ii) Seller is given a reasonable opportunity after receiving the notice to examine such Products and Customer (if requested to do so by Seller) returns such Products to Seller’s place of business at Seller’s cost for the examination to take place there; and (iii) Seller reasonably verifies Customer’s claim that the Products are defective.

(d) Seller shall not be liable for a breach of the warranty set forth in Section 1(a) if: (i) Customer makes any further use of such Products after giving such notice; (ii) the defect arises because Customer failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products; or (iii) Customer alters or repairs such Products without the prior written consent of Seller.

(e) Subject to requirements of section 11, with respect to any such Products during the Warranty Period, Seller shall, in its sole discretion, either: (i) repair or replace such Products (or the defective part) or (ii) credit or refund the price of such Products at the pro rata contract rate provided that, if Seller so requests, Customer shall, at Seller’s expense, return such Products to Seller. THE REMEDIES SET FORTH ABOVE SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 11(a).

12.  DISCLAIMER OF WARRANTIES. Except as otherwise expressly provided in these terms, ALL PRODUCTS AND SERVICES OFFERED ON THE WEBSITE OR BY SELLER ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. IN THE EVENT DISCLAIMER OF WARRANTY STATEMENTS ARE DISALLOWED IN THE GOVERNING JURISDICTION STATED IN SECTION 18 BELOW, SUCH EXPRESS OR IMPLIED WARRANTIES SHALL BE LIMITED IN DURATION TO THE WARRANTY PERIOD (OR THE MINIMUM PERIOD REQUIRED BY THE APPLICABLE LAW). Customer further acknowledges and agrees that although Seller may provide Customer with drawings, suggestions, or advice regarding Product or installation recommendations, such suggestions or advice shall not be deemed to be a recommendation, endorsement or guarantee. Customer acknowledges that in that the event it follows such suggestions or advice, it does so at its own risk, and, except as provided herein, Seller shall have no liability for any claims, damages, liabilities and losses relating to such suggestions or advice. EXCEPTION TO DISCLAIMER OF WARRANTIES: oC2Plus Fan-Out Kits. See Return Policy/Lifetime Warranty page for details.

13.  LIMITATION OF LIABILITY. IN NO EVENT SHALL SELLER BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNT PAID TO SELLER FOR THE PRODUCTS SOLD BY SELLER FROM WHICH THE CLAIM AROSE.

14.  Force Majeure. Seller shall not be liable for any failure to perform its obligations under the Terms or any order resulting directly or indirectly from, or contributed to or by acts of God, acts of Customer, acts of terrorism, civil or military authority, fires, strikes or other labor disputes, accidents, floods, war, riot, inability to secure material or transportation facilities, dissolution of the applicable manufacturer’s business, acts or omissions of carriers, or any other circumstances beyond Seller’s reasonable control.

15.  Indemnification. To the extent permitted under applicable law, if Customer furnishes specifications to Seller for use in the manufacture of the Products, Customer will indemnify and hold Seller harmless against any claim of intellectual property infringement which arises out of Seller’s compliance with the specifications.

16.  Compliance with Laws. Each party shall comply with all applicable laws, statues, rules and regulations, including but not limited to, all applicable export and import, anti- bribery and corruption, environmental protection, and health and safety laws. To the extent permitted under applicable law, each party will indemnify and hold the other party harmless for any damages arising from its violation of any such laws, statutes, rules, and regulations.

17.   Confidential Information. All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with the Terms and any agreement between Seller and Customer is confidential, solely for the use of performing this agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Customer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Customer at the time of disclosure; or (c) rightfully obtained by Customer on a non-confidential basis from a third party

18.  Applicable Law. The Terms shall be governed, interpreted and construed according to the substantive laws of the State of Colorado, U.S.A. without regard to principles of conflicts of law thereof and shall not be governed by the U.N. Convention on the International Sale of Goods. If any dispute or controversy shall arise with respect to the Terms, such dispute or controversy will be settled in the state or federal courts located in Denver, Colorado, in which case the parties hereby consent to the exclusive jurisdiction and venue of such courts, and agree that they shall not contest or challenge the jurisdiction or venue of such courts.

19.  Amendments. No amendments, modifications, waivers, rescission, or termination of this Terms can be made through the parties’ course of dealings and no such change can be made except in a single writing signed by the parties hereto. Failure by Seller to exercise any right or remedy under the Terms will not be deemed a waiver of such right or remedy unless in writing signed by Seller, nor shall any waiver be implied from the acceptance of any payment. No waiver by Seller of any right shall extend to or affect any other right, nor shall a waiver by Seller of any breach extend to any subsequent similar or dissimilar breach. Any provision of the Terms that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be limited or eliminated to the minimum extent required by that jurisdiction, and the remaining provisions of the Terms will remain in full force and effect.

20.  Goods Not for Resale or Export. Customer represents and warrants that it is buying Products or services not for resale or export. Customer further represent and warrants that all purchases are intended for final delivery to locations within the United States.

21.  Waiver of Jury Trials and Binding Arbitration. CUSTOMER AND SELLER ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM.  OTHER RIGHTS THAT A PARTY WOULD HAVE IF IT WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND SELLER ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE WEBSITE OR OTHERWISE FROM SELLER, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. The arbitration will be administered by the American Arbitration Association (“AAA“) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.  If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

22. Assignment. Customer will not assign any of its rights or delegate any of its obligations under these Terms without our prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under these Terms.

23.  No Waivers. The failure by Seller to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Seller.

24. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

25. No Third-Party Beneficiaries. The Terms is for the sole benefit of Customer and Seller, and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

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