Terms & Conditions of Sale
These Standard Terms and Conditions of Sale (“Terms of Sale”) represent specific agreements and understandings between Buyer and IoEworX Corporation (“IoEworX”), which will apply to products and/or services purchased by Buyer from IoEworX from time to time (“Products”).
Purchases hereunder may be made on Buyer’s standard purchase order form (“Purchase Order”), but any terms and conditions set forth on any Purchase Order that are in addition to or are inconsistent with these Terms of Sale shall be deemed stricken from the Purchase Order and shall be of no force or effect. These Terms of Sale shall apply to any Purchase Order whether or not these Terms of Sale are expressly referenced therein. These Terms of Sale and any IoEworX Quotation shall constitute the entire agreement between IoEworX and Buyer with respect to the Products.
1. Quotations:
All quoted prices for the Products are in U.S. Dollars unless specifically noted otherwise and exclude the costs of freight, insurance, handling, or other similar costs. The quoted prices for the Products shall not include sales, use, excise, import or similar taxes, or duties. Unaccepted IoEworX quotations shall expire thirty (30) days from their date of issuance.
2. Acceptance:
A Purchase Order from Buyer must be received prior to any performance by IoEworX hereunder. IoEworX will not be bound to fill any Purchase Order unless, or until, IoEworX has acknowledged its acceptance via a written order confirmation. Issuance of Buyer’s Purchase Order shall constitute the Buyer’s acceptance of these Terms and Conditions of Sale.
3. Elements of Purchase Order:
Each Purchase Order shall identify:
(i) Date issued;
(ii) Identification of Products ordered and Seller product number and drawings (if applicable);
(iii) Quantity;
(iv) Price of each item;
(v) Shipping information, including the Buyer’s shipping address;
(vi) Billing information, including the Buyer’s billing address; and
(vii) Contact name, address, e-mail address, and telephone number.
IoEworX shall use commercially reasonable efforts to fill all Purchase Orders accepted by IoEworX within the time stated for delivery in the Purchase Order. The delivery date specified in the Purchase Order is only an estimate, and IoEworX reserves the right to re-adjust delivery schedules. IoEworX reserves the right to make partial shipments, unless the Purchase Order specifies otherwise. IoEworX ships FCA (Incoterms 2010) from IoEworX’s operations center, unless the Quotation specifies otherwise.
4. Taxes:
IoEworX is obligated to collect state sales tax or use tax. If Buyer is exempt from paying sales tax, Buyer must furnish a valid exemption certificate at the time Buyer places the order. If IoEworX does not receive a valid exemption certificate from Buyer prior to shipment of the Products, Buyer will be presumed to be subject and responsible to remit sales tax and or use in its area of operation unless otherwise expressed on the invoice by IoEworX.
5. Invoice and Payment:
IoEworX shall issue an invoice for an order at the time of shipment and/or completion of the Products and Services. Invoiced amounts shall be due in full within thirty (30) days of the date of invoice. Invoices past due shall accrue interest charges at the rate of one and a half (1 1⁄2) percent per month, due and payable by the Buyer. Buyer shall be responsible for IoEworX’s attorney fees and related costs resulting from IoEworX’s efforts to collect any overdue payment. Services and Service packages greater than $5,000, IoEworX reserves the right to request
Phased Billing with 50% due upon Purchase Order placement and 50% with completion of services.
Returned checks will incur a $30.00 fee, in addition to fees charged by our banking institution.
6. Quality and Inspection:
Buyer shall have the right to inspect the Products at the Buyer’s sole cost and expense upon delivery of the Products. Buyer shall have the right to reject any and all Products that are damaged, defective, or nonconforming. Buyer shall be deemed to have accepted any Products delivered to Buyer unless Buyer gives IoEworX written notice within fourteen (14) days of delivery of the Products that Buyer has rejected such Products.
7. Warranties:
The applicable warranty for the Products is set forth in the User Guide which is shipped with the Products and/or may be provided via web access. The applicable warranty may only be enforced by the original purchaser of the Product. Except for exclusive warranty set forth in the User Guide and/or as may be published online from time to time, IOEWORX MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, WHICH ARE HEREBY EXPRESSLY DISCLAIMED. IN NO EVENT SHALL IOEWORX BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSSES OR LOSS OF PROFITS IN CONNECTION WITH IOEWORX'S OBLIGATIONS OR PERFORMANCE PURSUANT TO THESE TERMS OF SALE, WHETHER OR NOT RELATED TO WARRANTY OR OTHERWISE, WHETHER OR NOT FOUNDED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE.
8. Support Policy:
Provided that Buyer has paid for Support of the Products, as set forth in the IoEworX Quotation, IoEworX will use commercially reasonable efforts to provide Support for the Products in accordance with Support Policy. Upon delivery of the Products, Buyer agrees to the terms and conditions set forth in current version of Support Policy. A copy of this document is available upon request before or after purchase of service.
9. End-User License Agreement:
If Buyer purchases Products containing software, including but not limited to, AeroScout®, or MobileView®, or Bluvision upon delivery of the Products and as a condition of their use by Buyer, Buyer agrees to the terms and conditions of the End User License Agreement set forth in current version of End User License Agreement located on-line or as may be accepted via “click-wrap” at the time of installation.
10. Acceptance of Standard Drawings and Specifications:
In the case of standard size and design Products, by accepting a IoEworX Quotation, Buyer agrees to and accepts the design and size specifications as listed and defined in such Quotation and any relevant Product Documentation.
11. Changes and Cancellations:
To change or cancel an order, Buyer must submit the desired changes or cancellation in writing to IoEworX. A change or cancellation fee may be incurred up to the full order value. This fee will be determined by the percentage of the order complete at the time of cancellation.
12. Independent Contractor:
The relationship between IoEworX and Buyer hereunder shall be solely that of independent contractors, and nothing herein shall be construed as creating any other relationship.
13. Choice of Law:
These Terms of Sale shall be governed by, and interpreted in accordance with, the laws of the State of Texas without regard to conflict of law principles that would require application of any other law.
14. Force Majeure:
IoEworX shall be excused for any failure or delay in the performance of its obligations hereunder due to fire, war, insurrection, government restrictions, government boycott or other governmental action, acts of God or the public enemy, acts of terrorism, compliance in good faith with any applicable governmental regulation or order whether or not it proves to be valid, floods, riots, strikes, labor disputes, freight embargoes or transportation delays, shortage of labor, inability to secure fuel, material, supplies, equipment or power at reasonable prices or on account of shortages thereof, unusually severe weather, or other causes beyond the control and not due to the fault of IoEworX.
15. Export:
Buyer agrees to conform to, and comply with, any and all export laws and regulations of the United States.
16. Services; Installation:
IoEworX shall use commercially reasonable efforts to provide any and all services reflected on any IoEworX Quotation and ordered by Buyer in a Purchase Order. Buyer shall be responsible for all actual travel and other expenses incurred by IoEworX personnel in connection with providing any such services, as governed by the IoEworX travel policy, unless specified otherwise in a IoEworX Quotation. Unless otherwise provided in a IoEworX Quotation, physical installation of any Products including, without limitation, mounting, electric wiring, network cabling, power supply, etc., shall be performed by Buyer at Buyer’s sole cost and expense. Buyer shall obtain, at its sole cost and expense, any permits or licenses required for any such installation.
17. Pre-Launch Products:
Quotes for Products offered before general availability to the public are given on a best-efforts basis. Final production format may not be completely determined, and final conformance approvals may not be completed. As such, modifications to such quotes may be required in order to provide complete functionality of such Product offering. Furthermore, Quotes for Products accepted before general availability to the public may require extension of delivery dates due to required Product modifications, and may be cancelled or abandoned by IoEworX in its sole and absolute discretion.
18. Indemnity: Anything to the contrary set forth in these Terms of Sale or any Purchase Order notwithstanding, in no event shall IoEworX be obligated to defend Buyer from any claims, actions, liabilities, losses, costs, damages or expenses resulting or claimed to result in whole or in part from any actual or alleged (i) misuse of Products by Buyer or a user of the Products, (ii) misuse of Products in the course of a demonstration of such Products by Buyer, its employees or agents, (iii) any action or inaction of Buyer, its employees or agents, or (iv) the display, assembly, service, sale, repair or installation of Products by Buyer.
19. Entire Agreement: With respect to the subject matter herein, these Terms of Sale and any IoEworX Quotation represent the entire agreement between the Buyer and IoEworX, and supersedes all other agreements between the parties.