These terms & conditions apply to any purchase orders between seller (“SELLER”) and A1 Webcams (“BUYER”)
1. SELLER’s Inspection and Expedited Shipment: Time is of the essence and therefore, SELLER shall deliver the goods strictly in accordance with the dates and requirements set forth. Delivery of goods must include a packing slip.
2. Buyer’s Inspection and Acceptance: BUYER shall have no obligation for payment until Buyer’s receipt of the goods and any required documentation (including shipping documentation and an accurate and complete invoice). Payment for the goods delivered here under shall not constitute acceptance of such goods.
3. RETURN OF GOODS. BUYER is entitled to return to SELLER any GOODS that are not in full compliance with this AGREEMENT at SELLER’s expense for credit to BUYER at the full price plus all reasonable costs and expenses associated with such return.
4. SERVICES NOT IN COMPLIANCE WITH THIS AGREEMENT. If SERVICES are not in full compliance with this AGREEMENT, then BUYER is entitled to a credit or to withhold payment in whole or in part, and BUYER, upon prior written notice to SELLER, may employ a third party to perform SELLER’s obligations under this AGREEMENT at SELLER’s expense.
5. DUE DATE FOR PAYMENT. The due date for payment is calculated from the date the accurate invoice is received at the location as designated by BUYER. Invoice must contain the purchase order number, part number and description of product or services performed.
6. REPRESENTATIONS AND WARRANTIES RELATING TO THE GOODS/SERVICES. SELLER represents and warrants that at the time when title passes to BUYER, and for the period of warranty of the GOODS, the GOODS and any parts thereof, are in full compliance with the specifications which are either attached to the AGREEMENT or incorporated by reference (“SPECIFICATIONS”); (ii) are safe and otherwise appropriate and fit for BUYER’s intended use; (iii) are of merchantable quality and free from latent and patent defects; and (iv) are in full compliance with all applicable LAWS. SELLER represents and warrants that at the time of performance of the SERVICES, and continuously thereafter, the SERVICES: (i) are in full compliance with the SPECIFICATIONS; (ii) are done in a competent, workmanlike manner and free from defects in materials and workmanship, whether latent or patent; (iii) are in conformity with the standards of care employed by leading vendors in the services industry for projects of this kind and scope; and (iv) are in full compliance with all applicable LAWS.
7. TESTING & CERTIFICATIONS: SELLER the product conforms to all required regulatory testing requirements for the US & European Countries. Certificate requirements include any special import regulations by any of the above geographic locations.
8. TITLE AND LIENS. At the time when risk of loss passes to BUYER, SELLER will pass to BUYER good and marketable title to the GOODS, free and clear of all liens, claims, security interests, pledges, charges, mortgages, deeds of trusts, options, or other encumbrances of any kind (“LIENS”). SELLER will keep any of BUYER’s property in the possession or the control of SELLER or any of its subcontractors free and clear of any LIENS and will identify it as BUYER’s property.
9. INTELLECTUAL PROPERTY RIGHTS. SELLER represents and warrants that the GOODS/SERVICES and any resulting work product will not infringe, violate, or misappropriate any copyrights, patents, trademarks, design rights or registrations, trade secrets, confidential information, or similar intellectual property rights (collectively “IP RIGHTS”) of any third party.
10. COMPLIANCE WITH LAWS. SELLER will and will cause any person or entity acting on its behalf to fully comply with all applicable governmental, legal, regulatory and professional requirements, including but not limited to anti-money laundering, anti-corruption and anti-bribery laws
11. SELLER’S INDEMNIFICATION OF BUYER AND INDEMNIFICATION PROCEDURE FOR THIRD PARTY CLAIMS.SELLER will indemnify BUYER, its parent, its affiliates and subsidiaries and their respective agents, officers, directors and employees from and against any and all claims, including third party claims, loss, cost, damage or expense, fines, amounts paid in settlement, and reasonable legal fees and expenses (collectively “CLAIMS”), arising out of or related to any of the following: (i) SELLER’s breach of this AGREEMENT; (ii) the negligence, gross negligence, bad faith, intentional or willful misconduct of SELLER or SELLER’s subcontractors or their respective employees or other representatives; or (iii) bodily injury, death or damage to personal property arising out of or relating to SELLER’s performance under this AGREEMENT.
12. INSURANCE REQUIREMENTS. SELLER will maintain and cause its subcontractors to maintain at their expense sufficient and customary insurance coverage with generally acceptable underwriters. Such insurance will include A1 Webcams and our customer if the SELLER is performing work on the customer’s facility.
13. ASSIGNMENT. SELLER will not delegate, subcontract, transfer or assign this AGREEMENT or any of its rights or obligations, whether in whole or in part, without the prior written consent of BUYER, not to be unreasonably withheld or delayed.
14. INDEPENDENT CONTRACTOR STATUS. The PARTIES are independent contractors with respect to each other, and nothing in this AGREEMENT will be construed to place the PARTIES in the relationship of partners, joint ventures, fiduciaries or agents. Neither PARTY is granted any right or any authority to assume or to create an obligation or to bind the other PARTY.
15. PUBLIC DISCLOSURES. Except as required by LAWS or with BUYER’s prior written consent, SELLER (i) will not disclose the existence or the terms and conditions of this AGREEMENT or the existence of a relationship between the PARTIES to any party, and (ii) will not use BUYER’s, its parents’, its affiliates’ or subsidiaries’ corporate names or trademarks.
16. MODIFICATION AND WAIVER. Any amendment, modification, waiver, or discharge of this AGREEMENT is only valid if it is in writing and signed by an authorized representative of the PARTY against which such amendment, modification, waiver, or discharge is sought to be enforced and specifically references this Section. No waiver of any breach, or the failure of a PARTY to enforce any of the terms of the AGREEMENT, will affect that PARTY’s right to enforce the terms of this AGREEMENT. Any other modification, amendment or waiver of any provision of this AGREEMENT is null and void.
17. GOVERNING LAW AND CONSTRUCTION. This AGREEMENT is governed by and interpreted for any and all purposes in accordance with the internal laws of the state of California.
18. SURVIVAL PROVISION. The expiration or termination of this AGREEMENT will not affect the terms of this AGREEMENT that expressly provide that they will survive expiration or termination or which out of necessity must survive expiration or termination.
19. REPRESENTATIONS AND WARRANTIES: Seller hereby represents and warrants that they are authorized to sell the goods and/or performance the services set out in the Purchase Order. All goods provided and/or services performed will comply with the descriptions and specifications as set out in the Purchase Order. All goods provided are of genuine and authentic manufacture, new and unused, and will throughout the Warranty Period(2 years for DVRs and 3 Years for Cameras) be free from defects in design, materials, workmanship and manufacture, be of satisfactory quality and fit for the purposes communicated by Buyer or if not communicated by the Buyer fit for the purposes as can be reasonably deemed.
20. ACCEPTANCE. SELLER REPRESENTS AND WARRANTS THAT THIS AGREEMENT PREVAILS OVER ANY GENERAL TERMS AND CONDITIONS.