Univold Terms and Conditions of Sale
IMPORTANT: PLEASE READ THESE TERMS AND CONDITIONS OF SALE CAREFULLY.
THESE GENERAL TERMS AND CONDITIONS OF SALE (“TERMS”) GOVERN PURCHASES OF PRODUCTS (DEFINED BELOW) FROM UNIVOLD LLC., ALL OF WHICH DO BUSINESS AS UNIVOLD (COLLECTIVELY “UNIVOLD LLC”) AND ARE LIMITED TO THOSE CONTAINED HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS IN ANY FORM DELIVERED BY YOU (“CLIENT”) ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN. SUCH ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS CONTAINED IN ANY FORM PROVIDED BY CLIENT, SUCH AS A PURCHASE ORDER, WILL BE NULL AND VOID.
BY PLACING AN ORDER FOR PRODUCTS (THE “PRODUCTS”) DESCRIBED IN UNIVOLD LLC’S SALES QUOTE, INVOICE, PURCHASE ORDER FORM, OR OTHER DOCUMENTATION PROVIDED BY UNIVOLD (COLLECTIVELY, “UNIVOLD” ORDER FORMS”) UNIVOLD, CLIENT AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS UNLESS CLIENT AND UNIVOLD HAVE SIGNED A SEPARATE AGREEMENT WHICH EXPRESSLY OVERRIDES THESE TERMS, IN WHICH CASE THE SEPARATE AGREEMENT WILL CONTROL.
GENERAL DESCRIPTIONS OF THE PRODUCTS POSTED ON ANY UNIVOLD WEBSITE DO NOT CONSTITUTE PART OF THE AGREEMENT BETWEEN UNIVOLD AND CLIENT.
Application of Terms; Client Acknowledgment
By placing an order, Client acknowledges and accepts these Terms. These Terms are subject to change without prior notice, except that the Terms posted on Univold’s website at the time Client initially places or modifies an order will govern the order or order modification in question.
These Terms govern the relationship between Client and Univold with respect to Client’s purchase of the Products and constitute a binding contract between Client and Univold.
Governing Law
THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE. ANY DISPUTE BETWEEN THE PARTIES SHALL BE BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS SITTING IN DELAWARE. Except in the case of nonpayment, neither party may institute any action in any form arising out of these Terms more than one (1) year after the conduct or event giving rise to the cause of action occurred. The rights and remedies provided Univold under these Terms are cumulative, are in addition to, and do not limit or prejudice any other right or remedy of Univold at law or in equity.
Purchase Price
The prices of the Products are listed on Univold’s website , quotes, or catalogs. Prices are subject to change without notice. Payment is due as set forth in the Univold Order Form issued to Client for the Products.
Shipping; Risk of Loss; Security Interest
Title to Products and risk of loss or damage during shipment pass from Univold to Client upon delivery to the specified destination (F.O.B. Destination, freight prepaid and added). Notwithstanding the foregoing, title to software will remain with the applicable licensor(s), and Client’s rights therein are contained in the license agreement between such licensor(s) and Client.
Univold charges shipping and handling fees for every shipment, unless a special promotion or contract term provides otherwise; such cost includes the freight charged by the carrier, packaging, and handling, but does not necessarily equal a direct pass-through of such cost to Client.
Univold retains a security interest in the Products until payment in full is received. Client will be responsible for all shipping and related charges.
Delivery times are estimates only and Univold shall not be liable for delays of any kind including but not limited to delays which result from any circumstances beyond Univold’s control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, general insurrection, acts of God or acts of any government or agency.
Non-US or Export Sales
Transactions that involve an export of Products, including but not limited to commodities, software or technology, are subject to the Export Administration Regulations. Such Products were exported from the United States by Univold in accordance with the Export Administration Regulations. Diversion of the Products contrary to U.S. law is explicitly prohibited. Client expressly represents and warrants that it is eligible to receive products under U.S. law and agrees that it shall not export, re-export, or provide such items to any country, entity or person in contravention of regulations currently imposed by the U.S. Government without obtaining prior authorization from the United States Government. In addition, there are other countries, individuals or entities for which export is restricted, prohibited or for which an export license may otherwise be required. It is solely the responsibility of the Client to ensure it is in compliance with all U.S. export regulations. Manufacturers’ warranties for exported products may vary or may be null and void for products exported outside the United States.
LIMITED MANUFACTURER’S WARRANTY
Client understands that Univold is not the manufacturer of the Products purchased by Client hereunder and the only warranties offered are those of the manufacturer, not Univold. In purchasing the Products, Client is relying on the manufacturer’s specifications only and is not relying on any statements, specifications in brochures, photographs or other illustrations representing the products that may be provided by Univold.
UNIVOLD HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES EITHER EXPRESS OR IMPLIED, RELATED TO THE PRODUCTS SOLD, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGMENT. THIS DISCLAIMER DOES NOT AFFECT THE TERMS OF THE MANUFACTURER’S WARRANTY, IF ANY. Client expressly waives any claim that it may have against Univold based on any product liability or infringement or alleged infringement of any patent, copyright, trade secret or other intellectual property rights (each a “Claim”) with respect to any Product and also waives any right to indemnification from Univold against any such Claim made against Client by a third party. Client acknowledges that no employee of Univold is authorized to make any representation or warranty on behalf of Univold or any of its Affiliates that is not in this Agreement.
Univold makes no warranties to Client and Client hereby acknowledges that Univold makes no warranties in regard to the applicability of all laws and regulations affecting, without limitation the manufacture, performance, sale, packaging and labeling of the Products which are in force within Client’s territory.
Client further acknowledges and agrees that Univold makes no representations, warranties or assurances that the Products are designed for or suitable for use in any high risk environment, including but not limited to aircraft or automobile safety devices or navigation, life support systems or medical devices, nuclear facilities, or weapon systems, and Client agrees to indemnify Univold in Univold with any such use of the Products. Client further agrees to review and comply with the manufacture’s disclaimers and restrictions regarding the use of the Products in high risk environments.
Client shall be solely responsible for daily back-up and other protection of its data and software against loss, damage or corruption. Client shall be solely responsible for reconstructing data (including but not limited to data located on disk files and memories) and software that may be lost, damaged or corrupted as a result of the Products. UNIVOLD AND ITS SUPPLIERS, SUBCONTRACTORS AND AGENTS ARE HEREBY RELEASED AND SHALL CONTINUE TO BE RELEASED FROM ALL LIABILITY IN UNIVOLD WITH THE LOSS, DAMAGE OR CORRUPTION OF DATA AND SOFTWARE, AND CLIENT ASSUMES ALL RISK OF LOSS, DAMAGE OR CORRUPTION OF DATA AND SOFTWARE IN ANY WAY RELATED TO OR RESULTING FROM THE PRODUCTS.
Pricing Information; Availability; Errors and Omissions Disclaimer
All pricing is subject to change. Univold reserves the right to make adjustments to pricing and Products offerings for reasons including, but not limited to, changing market conditions, Product discontinuation, Product unavailability, manufacturer price changes and errors in advertisements. All orders are subject to product availability. Therefore, Univold cannot guarantee that it will be able to fulfill Client’s orders.
Limitation of Liability
UNIVOLD SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTIAL, PUNITIVE, OR OTHER INDIRECT DAMAGES, REGARDLESS OF THE CAUSE OF ACTION, AND EVEN IF CLIENT HAS ADVISED UNIVOLD OF THE POSSIBILITY OF SUCH DAMAGES.
THE MAXIMUM AMOUNT OF DIRECT DAMAGES UNIVOLD WILL BE LIABLE FOR IS AN AMOUNT EQUAL TO THE AMOUNTS PAID BY CLIENT TO UNIVOLD FOR THE PRODUCTS OR SERVICES ABOUT WHICH A CLAIM HAS BEEN MADE, OR THE SUM OF $10,000.00, WHICHEVER IS GREATER.
THE FOREGOING LIMITATIONS SHALL NOT APPLY IN THE EVENT OF UNIVOLD’S GROSS NEGLIGENCE OR WILLFUL MALFEASANCE.
Orders; Payment Terms; Interest; Taxes
Orders are not binding upon Univold until accepted by Univold. Terms of payment are within Univold’s sole discretion. Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice. Univold may invoice parts of an order separately.
Client is solely responsible for, and will indemnify and hold Univold harmless from, any applicable sales, use or other taxes or federal, state or local fees or assessments associated with the order. Client must claim any exemption from such taxes, fees or assessments at the time of purchase and provide Univold with the necessary supporting documentation. Any sales, use or other applicable tax or fees or assessments is based on the location to which the order is shipped. In the event of a payment default, Client will be responsible for all of Univold’s costs of collection, including court costs, filing fees and attorney’s fees. In addition, if payments are not received as described above, Univold reserves the right to suspend Services until payment is received. Client hereby grants to Univold a security interest in the Products to secure payment in full. Client authorizes Univold to file a financing statement reflecting such security interest.
Returns
For information on returns, please read Univold’s Returns Policy or contact your Univold Account Manager.
Equal Opportunity Employer
Univold is an equal opportunity employer and federal contractor or subcontractor. Consequently, the parties agree that, as applicable, they will abide by the requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated herein by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. The parties also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws.
Professional Services
If Client is purchasing professional services to be performed by Univold or a designated third party, that purchase is governed by the Professional Services Terms and Conditions.
Third Party Resold Services
In addition to these Terms, Client’s purchase of any Third Party Resold Services, which includes software-as-a-service, infrastructure-as-a-service, platform-as-a-service, and any other cloud-based software, applications, services, functions or resources made available for use by Client or its end-users on demand, via the internet, or through a third-party provider’s services, are also governed by the Additional Terms and Conditions for Third Party Resold Services , which form a part of and are hereby integrated into these Terms.
Vendor License Agreements
If the Products include software or other products acquired pursuant to a subscription or other licensing arrangement, the manufacturer of such products may require end users to agree to additional terms and conditions, including an End User License Agreement (“EULA”) or similar agreement. It is the Client’s or other end user’s responsibility to make themselves aware of, review, understand and agree to any such additional terms and conditions and/or the terms of any such EULA or other agreement. By accepting these Terms, Client is acknowledging to Univold that it has reviewed, understands, and agrees to the terms of any EULA or similar agreement applicable to the Products it is purchasing from Univold.
Miscellaneous
Univold may assign or subcontract all or any portion of its rights or obligations with respect to the sale of Products or assign the right to receive payments, without Client’s consent. Client may not assign these Terms, or any of its rights or obligations herein without the prior written consent of Univold. Subject to the restrictions on assignment contained herein, these will be binding on and inure to the benefit of the parties hereto and their successors and assigns.
Except as supplemented by the Additional Terms and Conditions for Third Party Resold Services (as applicable), no provision of these Terms will be deemed waived, amended or modified by either party unless such waiver, amendment or modification is in writing and signed by both parties.
Notices provided under this Agreement will be given in writing and deemed received upon the earlier of actual receipt or three (3) days after mailing if mailed postage prepaid by regular mail or airmail or one (1) day after such notice is sent by an overnight delivery service. Notices to Univold shall be addressed to:
Univold, LLC. d/b/a Univold
1807 Santa Rita Rd
Pleasanton, CA 94566
ATTN: Legal Department
Any delay or failure by either party to exercise any right or remedy will not constitute a waiver of that party to thereafter enforce such rights.
These Terms constitute the entire agreement between Client and Univold relating to the sale of the Products.
In the event any section or portion of a section of these Terms are deemed unlawful or unenforceable, that section or portion of a section shall be stricken from the Terms, and the remaining terms shall continue in full force and effect.
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