Terms and Conditions
By making a purchase from California Digital,
you are agreeing to the following terms and conditions.
1. Payment Terms. Unless agreed to separately in writing, payment
is to be made in advance of shipment by authorized credit card,
cashiers check, or other negotiable instrument. In those cases
where California Digital, in its sole discretion, allows credit
terms, payment shall be made within thirty (30) days of shipment,
or on such other terms as mutually agreed. All amounts past due
are subject to a late charge of one and one-half percent (1 1/2
%) per month or eighteen percent (18%) per annum. Buyer shall
also pay Seller's cost of collection (including reasonable attorney's
fees). Seller may refuse or delay shipments if Buyer fails to
pay promptly any payments due to the Seller.
2. Shipping. All Equipment delivered pursuant to the terms of
this Agreement shall be marked for shipment to your address and
delivered to you or your carrier F.O.B. (as defined in the Uniform
Commercial Code as implemented by the state of California, U.S.A.)
California Digital's manufacturing plant.
3. Partial Shipments. Unless otherwise agreed to in writing, you
agree to accept partial shipments and pay for Product comprising
a partial shipment, net thirty (30) days after the date of California
Digital's invoice; provided, however, that California Digital
will only submit an invoice for Product that has shipped.
4. Security Interest. Until the purchase price and all other charges
payable to California Digital have been received in full, California
Digital hereby retains and you hereby grant to California Digital
security interest in the Equipment delivered to you and any proceeds
therefrom.
5. Restocking Charges; Cancellation Policy. You may cancel your
order upon written notice to California Digital up to fifteen
(15) days prior to scheduled shipment by paying to California
Digital a ten percent (10%) restocking charge. California Digital
will not accept cancellations within fifteen (15) days of scheduled
shipment. You agree that such cancellation charge represents a
fair and reasonable estimate of costs to California Digital related
to such cancellation. Orders for custom products of any nature
are noncancellable.
6. Export. You agree to comply with all applicable laws and regulations
of the various states and of the United States. You hereby agree
that you do not intend to, and will not knowingly, without the
prior written approval, if required, of the Office of Export Administration
of the U.S. Department of Commerce or any other applicable government
agency, export, either directly or indirectly, any Equipment or
any portion of Equipment, or any software or any portion of software,
to any country for which such approval is required. You further
acknowledge that the Equipment and software may also be subject
to the export laws and regulations of the country in which the
Equipment and software is received, and that you will abide by
such laws and regulations. You also understand that the requirements
and restrictions of U.S. Law may vary depending on the Equipment
and software delivered and may change over time and that, to determine
the precise controls applicable to the Equipment and software
acquired, it is necessary for you to refer to the U.S. Export
Administration Regulations and the U.S. Foreign Assets Control
Regulations, or other applicable export regulations.
7. Warranty for Equipment. California Digital warrants all Equipment
to be free from material defects in workmanship or materials for
a period of one (1) year from date of shipment. If at any time
within one (1) year after shipment the Equipment does not function
as warranted, return it and California Digital will repair or
replace it without charge. If California Digital is unable to
do so, California Digital will refund your money less shipping
costs. If, within thirty (30) days after shipment, the Equipment
does not function as warranted, California Digital will pay shipping
charges to return the Equipment to us for repair or replacement
(North American customers only). After thirty (30) days, you pay
shipping costs to return the Equipment to California Digital .
Equipment shipped back to you after warranty repair will be shipped
to you using shipping method equivalent to the method used to
return the Equipment to California Digital . For example, if you
ship Equipment to California Digital using two-day express shipping,
California Digital will return the repaired item to you using
a two-day shipping method. If any Equipment is subject to federal
or state consumer warranty laws, and subject to applicable law,
California Digital's statement of limited warranty included with
the Equipment applies in place of these warranties. Misuse, accident,
modification, unsuitable physical or operating environment, improper
maintenance by you or failure caused by an item for which California
Digital is not responsible may void these warranties. THIS WARRANTY
REPLACES ANY OTHER WARRANTY, AND California Digital MAKES NO OTHER
WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8. No Warranty for Software. California Digital systems may include
software that is licensed free of charge. Such software is provided
under the terms of the Open Source compliant license, or other
third party license, which governs its distribution, copying and
modification, and is provided by California Digital on an "AS
IS" basis, without warranty of any kind, either expressed
or implied, including, but not limited to the implied warranties
of merchantability and fitness for a particular purpose, to the
extent permitted by applicable law. The entire risk as the quality
and performance of the software is with you. Should the software
prove defective, you assume the cost of all necessary servicing,
repair or correction. IN NO EVENT UNLESS REQUIRED BY APPLICABLE
LAW WILL California Digital BE LIABLE TO YOU FOR DAMAGES, INCLUDING
ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES
ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE (INCLUDING
BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE
OF LOSSES SUSTAINED BY YOU OR THIRD PARTIES OR A FAILURE OF THE
SOFTWARE TO OPERATE WITH ANY OTHER SOFTWARES), EVEN IF SUCH HOLDER
OR OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Limitation of Liability. If California Digital defaults, or
because of other liability you are entitled to recover damages
from California Digital, then, regardless of the basis on which
you are entitled to claim damages, California Digital is only
liable for the amount of any actual loss or damage up to the charges
for the Equipment that is the subject of the claim. This limit
also applies to any subcontractor, reseller, programmer, or developer
as the maximum for which we are collectively responsible. UNDER
NO CIRCUMSTANCES IS California Digital LIABLE FOR THIRD-PARTY
CLAIMS AGAINST YOU FOR LOSSES OR DAMAGES; LOSS OF OR DAMAGE TO
YOUR RECORDS OR DATA; OR CONSEQUENTIAL DAMAGES (INCLUDING LOST
PROFITS OR SAVINGS), SPECIAL, INDIRECT OR INCIDENTAL DAMAGES,
EVEN IF California Digital HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
10. Applications with Inherent High Risk. You acknowledge that
Product is not specifically designed, manufactured or intended
for use in applications that are inherently high risk, such as
those connected with the design, construction, maintenance, and/or
operation of any (i) nuclear facility, (ii) aircraft, aircraft
communication or aircraft ground support system, or (iii) life
support system. Except as otherwise provided herein, California
Digital will not be liable to you or any third party, in whole
or in part, for any claims or damages arising from such use, and
you agree to indemnify, defend (with counsel approved in writing
in advance by California Digital) and hold California Digital
harmless against any claims for cost, damage, expense (including
reasonable attorneys' fees) or liability arising out of or in
connection with any such use.
11. Assignment. You may not assign your rights, duties or obligations
hereunder without the prior written permission of California Digital;
any attempt to make such an assignment without California Digital's
permission will be null and void.
12. Force Majeure. In no event will California Digital be liable
for delays or failure to fulfill its obligations hereunder arising
because of acts of God, fire, labor disputes of any nature, supplier
failure or delay, insurrection or other causes beyond the reasonable
control of California Digital.
13. Headings. The section headings used herein are for convenience
of reference only and do not form a part of these terms and conditions,
and no construction or inference shall be derived therefrom.
14. Governing Law. This Agreement and any order issued hereunder
shall be in all respects governed by the laws of the State of
California without reference to conflict of law principles. The
application of the United Nations Convention of Contracts for
the International Sale of Goods is expressly excluded. The parties
hereby agree that any dispute relating to the Equipment sold and
software provided hereunder shall be subject to the exclusive
personal jurisdiction and venue of the United States District
Court for the Northern District of California, San Jose and the
Superior and Municipal Courts of the State of California, Santa
Clara County, and the parties hereby consent to such jurisdiction
and venue and waive any obligations thereto.
© California Digital Corporation 2005. All rights reserved.
Click here to download a PDF copy of California
Digital Credit Application
|
