"NetBuyssm," NetBuyssm Online Shopping Network, the NetBuyssm design logo, 310-NETBUYS, and "www.netbuys.com" are the property of NetBuyssm.. "NetBuyssm Online Shopping Network," " NetBuyssm design logo are registered with the United States Patent and Trademark Office and are the property of NetBuyssm.
ALL OTHER LOGOS, TRADEMARKS AND NAMES ARE OWNED AND BELONG TO THEIR RESPECTIVE OWNERS'.
Each of the foregoing described marks is protected by the laws of the United States of America and may be protected by and/or registered under the laws of other countries and jurisdictions.
1.1 "Products" shall mean any products identified on: (a) NetBuyssm' then current applicable price list; (b) any of NetBuyssm' proposals or quotations; or (c) any of NetBuyssm' invoices.
Customer shall purchase Products by issuing an electronic purchase order sent by an authorized representative, indicating specific Products, quantity, price, total purchase price, shipping instructions, bill-to and ship-to addresses, tax exempt certifications, if applicable, and any other special instructions. Any contingencies contained on such order are not binding upon NetBuyssm. NetBuyssm will accept or reject orders according to its then-current process. All orders are subject to acceptance by NetBuyssm at its corporate headquarters.
3. SHIPPING AND DELIVERY
3.1 Shipping dates will be established by NetBuyssm upon receipt of orders from Customer.
3.2 Shipping terms are FOB NetBuyssm designated shipping location. Risk of loss and title shall pass from NetBuyssm to Customer upon delivery to the carrier or Customer's representative at the FOB point. Delivery shall be deemed made upon transfer of possession to the carrier. Customer shall be responsible for all freight, handling and insurance charges. Unless given written instruction, NetBuyssm shall select the carrier. In no event shall NetBuyssm have any liability in connection with shipment, nor shall the carrier be deemed to be an agent of NetBuyssm. NetBuyssm shall not be liable for damage or penalty for delay in delivery or for failure to give notice of any delay.
3.3 Customer grants NetBuyssm a security interest in Products purchased under this Agreement to secure payment for those Products purchased. If requested by NetBuyssm, Customer agrees to execute financing statements to perfect this security interest.
4. PRICES AND PAYMENT
4.1 Prices for Products are quoted in US dollars and are FOB NetBuyssm designated shipping location.
4.2 All stated prices are exclusive of any taxes, fees and duties or other amounts, however designated, and including without limitation, value added and withholding taxes which are levied or based upon such charges, or upon this Agreement. Any taxes related to Products purchased or licensed pursuant to this Agreement shall be paid by Customer or Customer shall present an exemption certificate acceptable to the taxing authorities. Applicable taxes shall be billed as a separate item on the invoice, to the extent possible.
4.3 All payments shall be made by credit card acceptable to NetBuyssm, or upon credit approval by NetBuyssm, payment terms shall be net thirty (30) days from date of shipment. All payments shall be made in U.S. currency. Any sum not paid by Customer when due shall bear interest until paid at a rate of 1.5% per month (18% per annum), or the maximum rate permitted by law, whichever is less.
5. SOFTWARE LICENSES
5.1 All Products shall be subject to all accompanying licenses respecting any software contained therein or shipped therewith, and, if any, and Customer agrees to comply with the terms and conditions of any such licenses.
6. WARRANTY AND RETURNS
6.1 Notwithstanding any other provision hereof, Customer's sole and exclusive warranty for the Products sold hereunder are set forth in the product Manufacturer's Limited Warranty Statement applicable to and/or delivered with the Products. NetBuyssm makes no warranty commitment of any nature or kind whatsoever for or on behalf of any Products purchased hereunder.
6.2 NETBUYSsm DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.
6.3 In no event shall NetBuyssm' or its suppliers' liability to Customer, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Customer under this Agreement. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose.
6.4 IN NO EVENT WILL NETBUYSsm OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT EVEN IF NETBUYSsm OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.5 In all cases where a Product is returned, Customer shall call and obtain a Return Material Authorization ("RMA") number from NetBuyssm.
6.6 For Product returned, Customer is responsible for: (a) proper packing of Products, including description of the failure; (b) insurance of all packages for replacement cost; (c) shipment FOB NetBuyssm designated reception location; (d) return of Products within five (5) days after issuance of the RMA number; and (e) compliance with NetBuyssm RMA procedure for all shipments, as follows: (i) each request to NetBuyssm for an RMA number must specify the number, type, and serial number, if applicable, for each Product to be returned; NetBuyssm will provide the local RMA shipment address upon request; and (ii) Product sent back to NetBuyssm must agree exactly in the number, type, and serial numbers, if associated with the RMA transaction.
7. INTELLECTUAL PROPERTY LIMITATION OF LIABILITY
7.1 NetBuyssm shall have no liability for any claim, suit or proceeding brought against Customer based on a claim that any Product supplied hereunder infringes any copyright, patent, or other intellectual property right in the United States or any other country .
7.2 NetBuyssm has no liability for any claim based upon the combination, operation, or use of any Product supplied hereunder with equipment, devices, or software, or for any claim based upon alteration or modification of any Product supplied hereunder.
7.3 THE FOREGOING STATES THE ENTIRE OBLIGATION OF NETBUYSsm WITH RESPECT TO INFRINGEMENT OF PROPRIETARY RIGHTS AND NETBUYSsm DISCLAIMS, ALL WARRANTIES OF NONINFRINGEMENT WITH RESPECT TO THE PRODUCTS.
8. EXPORT RESTRICTIONS
Customer shall obtain all licenses, permits and approvals required by any government and shall comply with all applicable laws, rules, policies and procedures of the U.S. Government.
9. CONFIDENTIAL INFORMATION
Customer shall hold confidential and shall not use or permit others to use any confidential information identified as such in writing or orally by NetBuyssm or information which Customer knows or has reason to know is confidential, proprietary or trade secret information of NetBuyssm.
10. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING ELSE HEREIN, EXCEPT FOR CLAIMS OF PERSONAL INJURY OR DEATH, ALL LIABILITY OF NETBUYSsm AND ITS SUPPLIERS UNDER THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO MONEY PAID TO NETBUYSsm UNDER THIS AGREEMENT AND IN THE CASE OF DAMAGES RELATING TO ANY ALLEGEDLY DEFECTIVE OR INFRINGING PRODUCT, SHALL, UNDER ANY LEGAL OR EQUITABLE THEORY, BE FURTHER LIMITED TO THE PURCHASE PRICE PAID BY CUSTOMER FOR SUCH PRODUCT.
11. CONSEQUENTIAL DAMAGES WAIVER
IN NO EVENT SHALL NETBUYSsm OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR LOST DATA, OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF NETBUYSsm OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. GENERAL TERMS
12.1 The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California, United States of America, as if performed wholly within the state and without giving effect to the principles of conflict of law. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods.
12.2 NetBuyssm shall not be liable for any delay or failure in performance whatsoever due to acts of God, earthquakes, shortage of supplies, transportation difficulties, labor disputes, riots, war, fire, epidemics, and other occurrences beyond NetBuyssm' reasonable control.
12.3 No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of this or any other right under this Agreement.
12.4 Neither this Agreement nor any rights under this Agreement, other than monies due or to become due, shall be assigned or otherwise transferred by Customer (by operation of law or otherwise) without the prior written consent of NetBuyssm. This Agreement shall bind and inure to the benefit of the successors and permitted assigns of the parties.
12.5 In the event that any of the terms of this Agreement become or are declared to be illegal by any court of competent jurisdiction, such terms shall be null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in full force and effect.
12.6 In the event of a breach of this Agreement, the breaching party shall pay to the other party any reasonable attorneys' fees and other costs and expenses incurred by the non-breaching party in connection with the enforcement of any provisions of this Agreement.
12.7 Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.
12.8 This Agreement, including the Product warranty referenced herein, constitutes the entire agreement between the parties hereto concerning the subject matter of this Agreement, and there are no conditions, understandings, agreements, representations or warranties, expressed or implied, which are not specified herein. This Agreement may only be modified by a written document executed by authorized representatives of NetBuyssm and Customer.
All materials are provided only for noncommercial, personal use. No other use is authorized.
Call our customer service representative at (310) 644-3631