Terms & Conditions - SMAC Systems

Terms and Conditions

Introduction

These Website Standard Terms and Conditions written on this webpage shall manage your use of this website. These Terms will be applied fully and affect to your use of this Website. By using this Website, you agreed to accept all terms and conditions written in here. You must not use this Website if you disagree with any of these Website Standard Terms and Conditions.

Minors or people below 18 years old are not allowed to use this Website.

Intellectual Property Rights

Other than the content you own, under these Terms, SMAC Systems LLC and/or its licensors own all the intellectual property rights and materials contained in this Website.

You are granted limited license only for purposes of viewing the material contained on this Website.

Restrictions

You are specifically restricted from all of the following

Publishing any Website material in any other media;
Selling, sublicensing and/or otherwise commercializing any Website material;
Publicly performing and/or showing any Website material;
Using this Website in any way that is or may be damaging to this Website;
Using this Website in any way that impacts user access to this Website;
Using this Website contrary to applicable laws and regulations, or in any way may cause harm to the Website, or to any person or business entity;
Engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to this Website;
Using this Website to engage in any advertising or marketing.

Certain areas of this Website are restricted from being access by you and SMAC Systems LLC may further restrict access by you to any areas of this Website, at any time, in absolute discretion. Any user ID and password you may have for this Website are confidential and you must maintain confidentiality as well.

Your Content

In these Website Standard Terms and Conditions, “Your Content” shall mean any audio, video text, images or other material you choose to display on this Website. By displaying Your Content, you grant SMAC Systems LLC. a non-exclusive, worldwide irrevocable, sub licensable license to use, reproduce, adapt, publish, translate and distribute it in any and all media.

Your Content must be your own and must not be invading any third-party’s rights. Shock Tech Inc. reserves the right to remove any of Your Content from this Website at any time without notice.

No warranties

This Website is provided “as is,” with all faults, and SMAC Systems LLC. express no representations or warranties, of any kind related to this Website or the materials contained on this Website. Also, nothing contained on this Website shall be interpreted as advising you.

Limitation of liability

In no event shall SMAC Systems LLC., nor any of its officers, directors and employees, shall be held liable for anything arising out of or in any way connected with your use of this website whether such liability is under contract. SMAC Systems LLC., including its officers, directors and employees shall not be held liable for any indirect, consequential or special liability arising out of or in any way related to your use of this Website.

Indemnification

You hereby indemnify to the fullest extent SMAC Systems LLC. from and against any and/or all liabilities, costs, demands, causes of action, damages and expenses arising in any way related to your breach of any of the provisions of these Terms.

Severability

If any provision of these Terms is found to be invalid under any applicable law, such provisions shall be deleted without affecting the remaining provisions herein.

Variation of Terms

SMAC Systems LLC. is permitted to revise these Terms at any time as it sees fit, and by using this Website you are expected to review these Terms on a regular basis.

Assignment

The SMAC Systems LLC. is allowed to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification. However, you are not allowed to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.

Entire Agreement

These Terms constitute the entire agreement between SMAC Systems LLC. and you in relation to your use of this Website, and supersede all prior agreements and understandings.

Governing Law & Jurisdiction

These Terms will be governed by and interpreted in accordance with the laws of the State of NY, and you submit to the non-exclusive jurisdiction of the state and federal courts located in NY for the resolution of any disputes.

TERMS OF SALE

The following Terms and Conditions (this “Agreement”) apply to the sale of all SMAC Systems LLC. products, materials, and services. The items sold by SMAC Systems LLC., are referred to collectively as “products”. SMAC Systems LLC. is referred to as the “Seller” and the Customer is referred to as the “Buyer.”

1. Prices
The price of the product is printed on the quotation or on Seller’s acceptance of Buyer’s order. The cost of packing and shipping (and insurance, if required) is an additional charge and will be added to the Invoice. Prices quoted are based on known Buyer requirements and conditions at the time of the quotation. Pricing is subject to change for new requirements or conditions.

2. Delivery
If Seller cannot fulfill the order due to any cause beyond Seller’s reasonable control, including, but not limited to the following: natural disaster, casualty, labor disputes, accidents, or unavailability of supplies or transportation, the estimated delivery time will be extended accordingly and Seller will not be liable to Buyer for any damages caused by the delay.

3. Payment
Subject to prior credit approval, Buyer shall make payment in U. S. currency within thirty (30) days after the date of Seller’s invoiced. Can only be extended if other payment terms have been accepted by both parties. Buyer shall be liable for all attorneys’ fees and costs incurred in connection with collecting any amounts past due, including but not limited to, pre-litigation and litigation fees and costs. Buyer shall be assessed a base handling fee for any Buyer’s check which is not honored by the bank for any reason. Thereafter, Seller may, at its option, require that all future payments by Buyer be made by COD. If, in Seller’s judgment, reasonable doubt exists as to Buyer’s financial responsibility, or if Buyer is past due in payment of any amount owing to Seller, Seller reserves the right, without liability and without prejudice to any other remedies, to suspend performance, decline to ship, or stop any material or Products in transit, until Seller receives payment of all amounts owing to Seller.

4. Taxes
Seller’s price does not include any taxes, brokerage fees, or duties. Buyer is liable for all taxes, brokerage fees, and duties, whether invoiced by Seller or not.

5. Changes
Seller will notify Buyer in writing of changes that involve form, fit or function in the manufacture of product, but reserves the right to make other changes without notice unless mutually agreed upon between Buyer and Seller.

6. Returns: rejection of products

No returns can be made without the authorization of Seller. All returns shall be in accordance with Seller’s specific shipping instructions.

(a) As used in this Section “nonconforming products” means only the following: (i) the items shipped are different from those identified in Buyer’s purchase order; or (ii) the labels or packaging of the items incorrectly identifies them. Buyer will inspect the Products within five (5) days following receipt thereof (the “inspection period”). The products will be deemed accepted at the end of the inspection period unless Buyer notifies Seller in writing of any nonconforming products and furnishes Seller with written evidence or other documentation reasonable required by Seller.

(b) If Buyer timely and properly notifies Seller of any Nonconforming products, then Seller will, in its sole discretion, (i) replace the nonconforming products with conforming products or (ii) credit or refund the purchase price for the nonconforming products, together with any reasonable shipping and handling expenses incurred by Buyer. At Seller’s request, Buyer will dispose of the nonconforming products or return the nonconforming products to Seller at Seller’s expense. Upon receipt of the nonconforming products, Seller will promptly refund the monies owed or ship the replacement products to the delivery location at Seller’s expense, with Seller retaining the risk of loss until delivery.

(c) Buyer acknowledges and agrees that the remedies set forth in this Section are Buyer’s exclusive remedies for the delivery of nonconforming products, and except as set forth in this Section 7, Buyer has no right to return the products to Seller without Seller’s written authorization.

7. Warranty
Limited Warranty and Remedies: Seller warrants that product sold hereunder shall be of merchantable quality and shall conform to the attached specifications, if any, and otherwise to Seller’s standard specifications for such product, and manufactured to the required specifications for such product. Upon payment of the purchase price, Buyer will receive good title to such Products free from any lien or encumbrance.

Seller warrants its product and each part or component thereof against all defects in material and/or workmanship and agrees to remedy any such defect at no charge provided that the defective unit is returned, transportation prepaid, to the seller’s facility. This warranty extends for a period of one (1) year from the date of shipment unless otherwise agreed to in writing by the seller. Any product which has been repaired or replaced shall be similarly warranted as to such repair or replacement for the remaining warranty period of the product as originally installed or 90 days from the date of repair or replacement, whichever expires last. This warranty does not extend to products which have been subjected to neglect, accident or improper use, nor to units which have been altered by other than seller’s personnel. The warranty does not extend to products which are manufactured by companies other than the seller.

SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SELLER EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE HEREBY EXPRESSLY EXCLUDED.

Buyer’s sole and exclusive remedy for breach of warranty or contract shall be the repair or replacement of defective product, or, at Seller’s option, to refund the purchase price; provided (1) product has not been altered, damaged, or modified; (2) product has been properly stored, installed, maintained, and operated; (3) product has not been stored more than 6 months; and (4) Buyer promptly notifies Seller of any defect, and returns product to Seller within 45 days of notice of defect, freight prepaid. Defective product replaced by Seller shall become the property of Seller. Repaired or replacement product will be shipped to Buyer F.O.B. Buyer’s facility. The product not found defective shall be shipped back to Buyer F.O.B. Seller’s facility.

Seller is not responsible for any charges relating to warranty work that has not been authorized by Seller in writing. If Seller, without separate compensation, furnishes Buyer with advice or other assistance concerning any product or any system or equipment in which any such product may be installed, the furnishing of such advice or assistance will not subject Seller to any liability whether in contract, tort (including negligence and strict liability) or otherwise.

Buyer will indemnify and hold harmless Seller from and against all damages, losses, claims, and expenses, including attorney fees, incurred by Seller as a result of:

7.1. Incorporation of the product into another product,
7.2. Any breach by Buyer of any of its obligations under these terms of sale, or
7.3. Any claimed unfair competition or patent, trademark, or copyright infringement or any other claim resulting from Seller’s manufacture of goods to Buyer’s specifications.

8. Cancellation
Customer shall be responsible for all costs incurred in executing a product order, up to the time of cancellation. Where products have been completed or are substantially completed at the time of cancellation by Customer, Customer shall be responsible to pay the agreed-upon full price therefore.

9. Applicable Law (New Jersey)
This Agreement shall be governed by and shall be construed according to the laws of the State of New Jersey. All claims relating to this Agreement or to the products shall be brought exclusively in the Federal or State courts of the State of New Jersey.

10. Confidentiality
Products are the subject of issued or pending United States and foreign patents. Products and information of the Seller are Proprietary and may not be shared or manufactured, or caused to be manufactured, by any other party. With purchase of product, SMAC Systems LLC. provides a conditional, non-exclusive, and royalty-free license for the use of the proprietary information disclosed in the proposal. The proprietary information shall only be used in conjunction with the use of the products of the Seller.

11. LIABILITY

All sales made by seller are expressly contingent upon strikes, fires, accidents and causes beyond our control. Our liability from all causes is limited to the value of the goods sold.

12. Quality Standards
Seller’s standard specifications for product and quality assurance protocols are designed to comply with general industry quality standards. Customer requirements for special quality assurance protocols may necessitate a commercial negotiation to satisfy both parties.

13. Merger
The terms set forth herein constitute the sole terms and conditions upon which Seller offers the products for sale. No other terms, conditions, or understanding, whether oral or written, shall be binding upon Seller, unless hereafter made in writing and signed by an Officer of the Seller. Seller hereby specifically objects to any different or additional terms that may be contained in Buyer’s request or quotation, purchase order, or any other offer or counter-offer.

14. NO LICENSE

(a) Except as provided in this Section, the sale of the products will not confer upon Buyer any license, express or implied, under any patents, trademarks, trade names, or other proprietary rights owned or controlled by Seller, its subsidiaries, affiliates, or suppliers; it is specifically understood and agreed that all the rights are reserved to Seller, its subsidiaries, affiliates, or suppliers. Without limiting the foregoing, Buyer will not, without Seller’s prior written consent, use any trademark or trade name of Seller in connection with any the products, other than with respect to the resale of the products pre-marked or packaged by or on behalf of Seller.

(b) If software is provided by Seller under the Agreement, Buyer agrees that the software may only be used in accordance with the terms and conditions of the software license agreement that accompanies the software. Buyer agrees not to directly or indirectly decompile, disassemble, reverse engineer or otherwise derive the source code for the software. If Buyer is a U.S. Government agency, Buyer acknowledges that the software licensed under the Agreement is a commercial item that has been developed at private expense and not under a Government contract. The Government’s rights’ relating to the software are limited to those rights applicable to Buyer’s as set forth herein and is binding on Government users in accordance with Federal Acquisition Regulation 48 C.F.R. Section 12.212 for non-defense agencies and/or Defense FAR Supplement 48 C.F.R. Section 227.7202-1 for defense agencies.

Disclaimer

Statements and recommendations contained in the SMAC Systems LLC. Website are based on our experience and knowledge of typical applications of the products and shall not constitute a guarantee of performance nor a modification or alteration of our standard warranty which shall be applicable to such products.