PAYMENT
Invoices are due and payable according to the terms listed on the invoice. Buyer agrees to pay the amount due in full. Buyer agrees to pay all shipping and handling and insurance costs involving the goods (including RMA).

If Buyer fails to fulfill its payment obligation, then Seller may withhold deliveries and suspend performance, including but not limited to RMA services, or continue performance if Seller deems it reasonable to do so. Buyer understands and agrees to pay (1) a $25.00 fee any time a check is returned uncollected for any reason. (2) late charges of 1.5% per month on any past due balance, and (3) all legal and collection fees in the event of any dispute or situation where these fees are incurred. Seller shall also be entitled to an extension of time for performance of its obligations equaling the period of Buyer’s non-fulfillment whether or not Seller elects to suspend performance. You agree to allow Seller to draft your bank account to cover checks returned by your bank.

DELIVERY, TITLE AND RISK OF LOSS
Unless otherwise stated, Seller should deliver goods to Buyer F.O.B. origin. Seller retains title and security interest in goods until full payment is perfected. Buyer agrees to execute any financial statements of provide any documents to Seller to protect the security interest. The risk of loss passes to the Buyer upon delivery of the goods to the carrier.

Shortages, missing parts, or errors must be claimed with in two (2) days after receipt of goods, otherwise shipment is deemed to be completed. Buyer shall give Seller further reasonable time to cure any mistakes.

REFUSED SHIPMENT
If Buyer refuses shipment and/or attempts to cancel or rescind this contract without legal excuse, Seller may opt to recover liquidated damages, consisting of 20% of the total invoice price (restocking fee) plus all shipping and handling and insurance charges. Notwithstanding the foregoing, Seller may refuse the return of goods and pursue its remedies hereunder and under applicable law including, but not limited to, lawsuits for the full purchase price, lost profits, and incidental damages incurred by Seller.

CREDIT
All sales are final. However, if Seller agrees in writing to issue a credit, then Buyer agrees to pay a restocking fee (20% of the invoice price plus all freight and handling charges) for goods returned within seven (7) days after delivery. Due to industry volatility, goods returned after (7) days may be credited based on Seller’s current selling price instead of invoice price whichever is lower. Only goods that are brand new and resale condition, packaged in their original cartons, and accompanied by all their accessories will be accepted for credit. No request for credit will be considered unless accompanied by the original invoice or sale document.

LIMITED WARRANTY
THIS LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETER ORAL, WRITTEN, EXPRESS, OR IMPLIED. SELLER MAKES NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABLITY. All goods sold by Seller are warranted to be free of defects in material and workmanship for a period of time after the invoice date. All new items with the exception of “AS IS” and refurbished and used carry a warranty of 90 days. “AS IS” goods carry no warranty. Refurbished and used products carry a 30-day warranty. This warranty does not cover goods damaged because of misuse, neglect, shipping, improper installation, or goods subjected to unusual physical or electrical stress, or goods with broken warranty seals, or any item modified or adjusted or repaired by persons other than Seller’s authorized personnel. At the Seller’s option, defective goods may be repaired or replaced. If Seller is unable to repair or replace an item because it is discontinued or obsolete, then Seller may opt to offer Buyer the equivalent or better goods or credit Buyer the value of the equivalent goods based on Seller’s current selling price at the date gods were received for RMA service. Any replacement is warranted only for the remainder of the warranty period applicable to the product it replaces. This limited warranty applies only to the Buyer and is not assignable.

LIMITATION OF LIABILITY
Seller’s total liability on any and all claims, whether in contract, warranty, tort (including negligence), infringement of proprietary rights or intellectual properties (patent, trademark, copyright, trade secret), or arising out of, connected with, or resulting from the performance on nonperformance of any agreement resulting herefrom, or from manufacture, sale, delivery, resale, repair, replacement or use of any goods, or the furnishing of any service shall not exceed the purchase price of the goods or services that gives rise to claim. Seller is not liable for any indirect, special or consequential damages including, but not limited to the loss of profits, goodwill, business opportunities, or harm to reputation. Seller is not responsible for any delays in RMA processing or service.

RETURN MERCHANDISE AUTHORIZATION (RMA) PROCEDURE
1. Prior to requesting RMA authorization, Buyer is required to communicate the alleged defect to Seller’s Technical Support Dept. who will determine whether an RMA request is warranted.
2. Fully complete and send the RMA Request form to Seller. Be sure to give a full detailed explanation of the defect. Incomplete forms can cause delay in the processing of RMA, non-issuance of RMA numbers, and/or the rightful denial of RMA service. Should Buyer request assistance in completing RMA request forms; Buyer agrees to pay a service charge for such assistance. Next, an RMA number will be issued to Buyer. The RMA number is valid for fifteen (15) days from the date of issuance and the defective goods must be delivered to Seller within this period.
3. Send the RMA merchandise to Seller (freight prepaid) and a copy of the invoice corresponding to the returned merchandise (proof of purchase). Return any manuals, cables, diskettes, and any other accessories. If goods are returned without all original parts or if warranty labels have been tampered with then Seller reserves the right to return the goods to buyer unrepaired. Also, clearly mark the RMA number on any container shipped back for RMA service.

RMA goods will be shipped by Seller in a manner consistent with the original order. The cost of faster shipment shall be borne by Buyer.

Seller shall refuse any freight collect COD shipments. Seller shall reject shipments containing merchandise not originating from Seller and merchandise that is out-of-warranty. Seller shall not be responsible for any losses due to shipping or delays in RMA service. Buyer agrees to pay a technician service charge (min. 30 minutes) for RMA goods tested and found without defects.

MODIFICATIONS
This contract is the complete understanding of the parties and supersedes all prior agreements relating to this sale. This contract cannot be changed, modified, amended, waived, canceled or discharged in whole or in part unless so done in writing and signed by both parties. Seller’s delay or failure to enforce any of its rights hereunder shall constitute a waiver.

FORCE MAJEURE
In the event that Seller’s performance is prevented or delayed by strikes, riots, lockouts, war, embargoes, or exceptional impediments to transportation, earthquake, fire, action by Federal State or local government or authority, action by foreign powers, acts of God, reduction of sources or supply or any cause or circumstance, not limited to the above, which is beyond the Seller’s reasonable control. Seller shall not be held liable for the consequences thereof and the obligation to make delivery shall be suspended while the causes are in effect until the resumption of work after termination of the causes. The foregoing shall apply even though one or more of the causes exist at the time of the order or occur after Seller’s performance of its obligation is delayed for other causes.

LAW AND JURISDICTION
This agreement shall be constructed and governed by the laws of the State of California and the United States of America. If any provision of this agreement is invalid, all valid parts that are sever able from the invalid part will remain in effect. Buyer hereby irrevocably submits the jurisdiction of any state or federal court sitting in Riverside County, California. Buyer agrees to the venue of said courts and that any dispute of legal action arising from this agreement shall solely be entertained in such courts. Buyer further agrees to 1) service of process by certified or registered mail or personal service or by any manner permitted by law: 2) irrevocably waive the defense of inconvenient forum: and 3) irrevocably waive trail by jury.