Terms and Conditions - AKI Power Technology LLC Corp.
This document contains the terms and conditions that apply to Customer's purchases of Products from AKI Power Technology LLC . Acceptance of Customer's order is based on these terms and conditions of sale applying. By accepting delivery of products from AKI Power Technology LLC, Customer agrees to be bound and to accept these terms and conditions. These terms and conditions shall apply unless Customer and AKI Power Technology LLC have signed a separate purchase agreement with different terms and conditions which expressly control.
1. Terms of Sale: Payment terms are net 30 days from invoice date with approved credit. Please allow five (5) business days for the credit review to be conducted.) If credit has not been established with AKI Power Technology LLC, terms shall be designated as payment in advance. AKI Power Technology LLC reserves the right at any time and for any reason to require payment in advance, or otherwise to modify, suspend, or terminate any credit terms previously extended to Customer. AKI Power Technology LLC shall be entitled to refuse or delay shipments for failure by Customer to pay within terms any payments due AKI Power Technology LLC, whether on this or any other contract between AKI Power Technology LLC and Customer.
All shipments are F.O.B. Origin. The full purchase price shall be invoiced upon delivery to a common carrier. A 1.5% per month service charge, or the maximum permitted by law, whichever is less, may be added to delinquent accounts. In the event that it becomes necessary for AKI Power Technology LLC to incur collection costs to collect any amount due and payable, Customer agrees to pay such additional collection costs, charges, and expenses, including attorney's fees if the account is placed in the hands of an attorney or an agency for collection.
Prices are subject to change without notice. Payments should be made according to the instructions on the face of the invoice, based on one of the forms of payment described in section 4 of this document.
2. Order Placement: AKI Power Technology LLC will accept orders in person, over the phone, via email, or via mail. To place an order via telephone, please contact your AKI Power Technology LLC sales representative at +1(281) 758-8011 between the hours of 8:00 a.m. – 5:00 p.m. CST (GMT-6).
4. Payment for Hardware: Acceptable forms of payment include credit card payment through our online store or via a sales associate (VISA, MasterCard, or Discover), check or money order. All payments are in United States of America (USD) currency only.
5. Payment for Premium Monitoring Services: Payment for monitoring services shall proceed annually, with the first services billed upon initiation of the service on the AKI Power Technology LLC system.
Acceptable forms of payment include credit card payment through our online store or via a sales associate (VISA, MasterCard, or Discover), check or money order. All payments are in United States of America (USD) currency only.
Orders paid via check will be held for a minimum of five (5) business days to allow for proper funding to occur.
6. Taxes on Hardware: Unless Customer provides AKI Power Technology LLC with a valid and correct tax exemption certificate applicable to the product ship-to location prior to AKI Power Technology LLC's acceptance of the order, Customer is responsible for sales and all other taxes associated with the order. If applicable, a separate charge for taxes will be shown on the invoice.
7. Title and Risk of Loss: Title to products and risk of loss passes from AKI Power Technology LLC to Customer upon shipment from AKI Power Technology LLC's facilities and delivery of product to a common carrier. Title to software will remain with the applicable licensor(s).
8. Claims for Missing or Damaged Goods: Any claims by Customer for omission of products in the shipped goods, shortages of product, or damaged goods in a shipment are waived by Customer unless Customer provides notice to AKI Power Technology LLC within 15 days after Customer's receipt of shipment.
9. Limited Warranty:
(a) AKI Power Technology LLC warrants that AKI Power Technology LLC-branded products will be free from defects in materials and workmanship for a period of one (1) year from the date of shipment with respect to hardware and will materially conform to their published specifications for a period of one (1) year with respect to software. AKI Power Technology LLC may resell sensors manufactured by other entities and are subject to their individual warranties; AKI Power Technology LLC will not enhance or extend those warranties. AKI Power Technology LLC does not warrant that the software or any portion thereof is error free. AKI Power Technology LLC will have no warranty obligation with respect to Products subjected to abuse, misuse, negligence or accident. If any software or firmware incorporated in any Product fails to conform to the warranty set forth in this Section, AKI Power Technology LLC shall provide a bug fix or software patch correcting such non-conformance within a reasonable period after AKI Power Technology LLC receives from Customer (i) notice of such non-conformance, and (ii) sufficient information regarding such non-conformance so as to permit AKI Power Technology LLC to create such bug fix or software patch. If any hardware component of any Product fails to conform to the warranty in this Section, AKI Power Technology LLC shall, at its option, refund the purchase price less any discounts, or repair or replace non-conforming Products with conforming Products or Products having substantially identical form, fit, and function and deliver the repaired or replacement Product to a carrier for land shipment to customer within a reasonable period after AKI Power Technology LLC receives from Customer (i) notice of such non-conformance, and (ii) the non-conforming Product provided; however, if, in its opinion, AKI Power Technology LLC cannot repair or replace on commercially reasonable terms it may choose to refund the purchase price. Repair parts and replacement products may be reconditioned or new. All replacement products and parts become the property of AKI Power Technology LLC. Repaired or replacement products shall be subject to the warranty, if any remains, originally applicable to the product repaired or replaced. Customer must obtain from AKI Power Technology LLC a Return Material Authorization Number (RMA) prior to returning any Products to AKI Power Technology LLC. Products returned under this Warranty must be unmodified.
AKI Power Technology LLC reserves the right to repair or replace products at its own and complete discretion. Customer must obtain from AKI Power Technology LLC a Return Material Authorization Number (RMA) prior to returning any products to AKI Power Technology LLC. Products returned under this Warranty must be unmodified and in original packaging. AKI Power Technology LLC reserves the right to refuse warranty repairs or replacements for any products that are damaged or not in original form.
(b) As a condition to AKI Power Technology LLC's obligations under the immediately preceding paragraphs, Customer shall return Products to be examined and replaced to AKI Power Technology LLC's facilities, in shipping cartons which clearly display a valid RMA number provided by AKI Power Technology LLC. Customer acknowledges that replacement products may be repaired, refurbished or tested and found to be complying. Customer shall bear the risk of loss for such return shipment and shall bear all shipping costs. AKI Power Technology LLC shall deliver replacements for Products determined by AKI Power Technology LLC to be properly returned, shall bear the risk of loss and such costs of shipment of repaired products or replacements, and shall credit Customer's reasonable costs of shipping such returned Products against future purchases.
(c) AKI Power Technology LLC's sole obligation under the warranty described or set forth here shall be to repair or replace non-conforming products as set forth in the immediately preceding paragraph, or to refund the documented purchase price for non-conforming Products to Customer. AKI Power Technology LLC's warranty obligations shall run solely to Customer, and AKI Power Technology LLC shall have no obligation to customers of Customer or other users of the Products.
Limitation of Warranty and Remedies.
THE WARRANTY SET FORTH HEREIN IS THE ONLY WARRANTY APPLICABLE TO PRODUCTS PURCHASED BY CUSTOMER. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. YOU ACKNOLWEDGE AND AGREE THAT THE PRODUCTS AND SERVICES FURNISHED BY AKI Power Technology LLC ARE NOT GUARANTEED TO BE UNINTERRUPTED OR ERROR FREE. ADDITIONALLY, YOU AGREE THAT WE ARE NOT LIABLE FOR PROBLEMS CAUSED BY YOU OR A THIRD PARTY; BY WIRELESS CARRIERS, DATA CENTERS, BUILDINGS, ACCIDENTS, HILLS, NETWORK CONGESTION, TUNNELS, TOWERS, WEATHER OR OTHER THINGS WE DON'T CONTROL; OR BY ANY ACT OF GOD. FURTHERMORE, AKI Power Technology LLC SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY AND WARRANTIES, IMPLIED OR EXPRESSED, FOR USES REQUIRING FAIL-SAFE PERFORMANCE IN WHICH FAILURE OF A PRODUCT COULD LEAD TO DEATH, SERIOUS PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE SUCH AS, BUT NOT LIMITED TO, LIFE SUPPORT OR MEDICAL DEVICES OR NUCLEAR APPLICATIONS. PRODUCTS ARE NOT DESIGNED FOR AND SHOULD NOT BE USED IN ANY OF THESE APPLICATIONS. IF YOU NEVERTHELESS CHOOSE TO USE THE PRODUCTS, SOFTWARE, AND/OR SERVICES IN SUCH ACTIVITIES, YOU MUST NOT RELY ON THEM AS YOUR SOLE OR PRIMARY SOURCE OF MONITORING.
AKI Power Technology LLC'S TOTAL AGGREGATE LIABIITY WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE SHALL NOT EXCEED THE PURCHASE PRICE PAID BY CUSTOMER FOR THE PRODUCT. UNDER NO CIRCUMSTANCES SHALL AKI Power Technology LLC BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES. THE PRICE STATED FOR THE PRODUCTS IS A CONSIDERATION IN LIMITING AKI Power Technology LLC'S LIABILITY. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.
10. Publicity: Customer agrees that AKI Power Technology LLC may use Customer's name and logo in presentations, marketing materials, customer lists, financial reports and Web site listings of customers. If Customer prefers that there name and/or logo not be used, they must notify AKI Power Technology LLC. If Customer wishes to use AKI Power Technology LLC's trade names, trademarks, service marks, logos, domain names and other distinctive brand features ("Brand Features"), Customer may do so, so long as such use is in compliance with this Agreement.
11. Indemnification: AKI Power Technology LLC shall defend or settle any claim, suit, or action against Customer based on an allegation that any Product purchased by Customer from AKI Power Technology LLC infringes any third party's U.S. patent or copyright; provided, that Customer has made no modification or alterations to the product and that Customer gives AKI Power Technology LLC prompt written notice of any claim or suit, sole authority to defend or settle as it sees fit, and full cooperation. AKI Power Technology LLC may, at its sole option and expense (i) procure for Customer the right to continue using the product (ii) modify the product so that it is non-infringing (iii) procure a replacement product that has substantially the same functionality, or if none of the above options is reasonably available (iv) refund to customer the purchase price originally paid less a use credit for the period of use.
AKI Power Technology LLC has no liability for any claim, suit or action based in whole or in part upon or arising out of compliance with Customer's designs, specifications or instructions, modification of the Hardware or Software, or the combination of the Hardware or Software with products or items not furnished by AKI Power Technology LLC. THIS SECTION STATES AKI Power Technology LLC'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM, SUIT, OR ACTION ALLEGING INFRINGEMENT OF ANY THIRD PARTY PATENT OR COPYRIGHT.
12. Order changes and cancellation policy:
13. Thirty-Day Satisfaction Guarantee: Customers may return AKI Power Technology LLC Products for a refund (less 15% restocking fee, sales tax, shipping/handling and any expedite fees) if Seller is contacted within thirty days of the Customer's receipt of the product. Customer may return Products for credit, exchange, or a refund. Returns after 30 days will be evaluated on a case-by-case basis. Customer must obtain from Seller a Return Material Authorization Number (RMA) prior to returning any products to Seller. Products must be returned unmodified and in original packaging. Seller reserves the right to refuse return rights for any products that are damaged or not in original form. Volume orders are subject to a restocking fee.
14. Software: All software is owned by AKI Power Technology LLC or a third party licensor who shall retain exclusive right, title and ownership of the software. Customer is granted a limited, personal, non-exclusive license, without the right to sublicense, to use the software only with the specific AKI Power Technology LLC manufactured hardware that such software is intended to operate with or, if not for use with specific AKI Power Technology LLC manufactured hardware, then for the use intended by the Product specification.
15. Governing Law. THIS AGREEMENT AND ANY SALES THEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF UTAH. The United Nations Convention on Contracts for the International Sale of goods shall not apply. Customer agrees to comply with all applicable laws and regulations of the various states and of the United States. AKI Power Technology LLC has separate terms and conditions governing resales and transactions outside the United States. Customer agrees to comply with all United States laws concerning export or re-export of products and related technology and documentation.
16. Compliance with Laws. All AKI Power Technology LLC products and publications are commercial in nature. The software, publications, and software documentation available on this website are "Commercial Items", as that term is defined in 48 C.F.R.§2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are defined in 48 C.F.R. §252.227-7014(a)(5) and 48 C.F.R. §252.227-7014(a)(1), and used in 48 C.F.R.?12.212 and 48 C.F.R. 227.7202, as applicable. Pursuant to 48 C.F.R. §12.212, 48 C.F.R.§252.227-7015, 48 C.F.R. §227.7202 through 227.7202-4, 48 C.F.R. §52.227-19, and other relevant sections of the Code of Federal Regulations, as applicable, AKI Power Technology LLC's publications, commercial computer software, and commercial computer software documentation are distributed and licensed to United States Government end users with only those rights as granted to all other end users, according to the terms and conditions contained in the license agreements that accompany the products and software documentation, and the terms and conditions herein.
These commodities, technology or software are exported from the United States in accordance with the Export Administration Regulations. Diversion contrary to U.S. law is prohibited.
17. Export Restrictions. Customer agrees to comply with all applicable United States export control laws and regulations concerning export and re-export of Products, technology and documentation, including without limitation, the laws and regulations administered by the United States Department of Commerce and the United States Department of State.
18. Disputes. The parties agree that the courts of the State of Texas shall have exclusive jurisdiction over any claim, or dispute or controversy (whether in contract, tort or otherwise) against AKI Power Technology LLC, its agents, employees, successors, assigns or affiliates arising out of or relating to this document, AKI Power Technology LLC's Products advertising, or any related purchase. Customer agrees to appear in any such action and hereby consents to the jurisdiction of such court.
19. Force Majeure. AKI Power Technology LLC shall not be liable for any damages or penalty for delay in delivery or for any other failure to perform in accordance with the terms and conditions hereof if such delay or failure to perform is due in whole or in part to factors beyond AKI Power Technology LLC's reasonable control, including, but not limited to, delay in transportation or delay in delivery by AKI Power Technology LLC's vendors.
20. Severability. Any waiver of or modification to the terms of this Agreement will not be effective unless executed in writing and signed by AKI Power Technology LLC. If any provision of these terms and conditions are held to be unenforceable, in whole or in part, such holding shall not affect the validity of the other provisions of this document (in the event of any inconsistency between these terms and conditions and any other related agreements between Customer and AKI Power Technology LLC, the terms of this document shall prevail unless any other agreement(s) are signed by both parties and state its/their terms and conditions control).
21. Entire Agreement. The terms and conditions set forth herein constitute the entire agreement between AKI Power Technology LLC and Customer. AKI Power Technology LLC's offer to sell is expressly limited to the terms stated herein. AKI Power Technology LLC shall not be bound by any terms of Customer's order which add to, modify, or are in any way different from the terms set forth in this document.
Inquiries or questions relative to invoices for AKI Power Technology LLC products should be directed to the sales department at (281) 758-8011, e-mail: firstname.lastname@example.org.
Last Updated: 9/12/2018