No order for PortableTesters.com LLC (hereafter referred to as PTc) products shall be binding upon PTc until accepted by an authorized official of PTc or by shipment or other performance. Any such order shall be subject to these terms and conditions, and acceptance shall be expressly conditioned on assent to these terms and conditions which shall be deemed given unless the Buyer shall expressly notify PTc to the contrary prior to any shipment or other performance by five days after receipt of any acknowledgement or confirmation of such order.
Written, phone or e-mail quotations are conditioned upon acceptance by the Buyer within sixty days unless otherwise expressly stated.
3. Prices and Payment Terms
- Buyer agrees to pay for all goods and services purchased at the prices specified in the quotation or offer. All clerical errors are subject to correction. Unless special credit arrangements are negotiated between PT.c and the Buyer, all goods are to be prepaid by credit card or wire transfer prior to shipment or shipped C.O.D.
- Prices do not include taxes. Buyer shall pay any applicable sales, use or personal taxes as well as import duties where applicable.
- Delivery will be made FOB Pittsburgh, PA, USA, unless otherwise stated on the quotation.
- PTc shall not be liable for delays in delivery or performance or failure to deliver or perform due to causes beyond its reasonable control including, but not limited to acts of God, acts of government, fires, war, civil disturbances or transportation problems. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay. In any event, Buyer's sole remedy for PTc's failure to deliver or perform for any reason is cancellation.
5. Changes and Cancellations
If Buyer cancels or delays delivery of an order for special-order Product or completed repair service, Buyer shall pay PTc the costs incurred by PTc prior to the effective date of cancellation or delay.
6. Title, Risk of Loss and Security
Interest Title to the Product and risk of loss or damage shall pass to the Buyer upon consignment to the shipping firm for delivery from Pittsburgh, PA, USA or Toronto, ON, Canada. However, the Buyer grants PTc a security interest in the hardware until the Buyer has made full payment under this Agreement. Buyer will execute any forms or documents reasonably required to perfect such a security interest.
7. Limited Warranty
- PTc warrants the Products to the Buyer for a period of 18 months from date of shipment to be free only of defects caused by faulty material or workmanship. This warranty does not apply to any Product altered by Buyer or which malfunctions because of Buyer's fault or negligence. If during the warranty period the Product malfunctions, the Buyer should contact PTc and describe the problem. PTc will analyze the problem to the extent possible either a) advise what corrective action can be performed by the Buyer or b) request the return of the Product to PTc for technical service. Upon receipt, PTc shall, as required and at its option, either repair the Product or replace it with an equivalent unit and return such product. Incoming and outgoing shipping of all Products covered under warranty would at PTc's expense.
- Beyond the limited warranty specified above, PTc warrants repaired or replaced Products for a period of 90 days from the date of shipment to be free if defects caused by faulty material or workmanship. Such warranty applies only to those items repaired or replaced by PTc.
THE WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ARISING FROM USAGE OF TRADE OR COURSE OF DEALING OR PERFORMANCE, AND NO LIABILITY IS ASSUMED BY PT.c EXCEPT AS EXPRESSLY STATED HEREIN.
If Buyer fails to perform any of its obligations under this Agreement, or if Buyer becomes bankrupt or otherwise insolvent, PTc may, at its sole option and without notice, discontinue performance and terminate this Agreement for default or pursue any remedies available at law or in equity. PTc's failure to exercise any of its rights shall not constitute a waiver of any past, present or future right or remedy.
Product specifications are subject to change without notice.
Buyer and or its End Users shall indemnify PTc and hold PTc harmless from all loss, damage, costs and expenses of whatever nature, including attorney's fees, arising from or in any way connected with any injury to person or damage to property resulting from an unauthorized modification or alteration of the Product or from the negligence or willful misconduct of Buyer and/or any of its End Users in the possession or use of the Product.
11. Limitation of Liability
IN NO EVENT WILL PTc BE LIABLE FOR ANY DAMAGES, INCLUDING ANY LOST REVENUE OR OTHER INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT EVEN IF PTc HAS BEEN ADVISED OF THE POSSIBILTY OF SUCH DAMAGES. FURTHER, BUYER AGREES THAT ANY LIABILITY OF PTc FOR ALL CLAIMS IF ANY SHALL, EXCEPT AS SPECIFICALLY PROVIDED IN "LIMITED WARRANTY" CLAUSE, NOT EXCEED THE AMOUNT ACTUALLY PAID BY BUYER.
12. Software Product License
PTc grants to the Buyer a perpetual, nonexclusive license to use the software associated with the Product. This license is for a single user and is nontransferable except if the Product is sold to any third party in which case this license shall be transferred with the Product. 13. General If any provision or provisions of this agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
If any provision or provisions of this agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.