Terms & Conditions
1. Application of Terms.
The terms and conditions exclusively govern and control, entirely supercede, and are in lieu of the terms and conditions in the Customer’s purchase order or any other document offered or proposed by Customer. All other terms or conditions of sale proposed or offered by Customer are hereby expressly rejected in the entirety. No other terms shall be valid unless specifically agreed to in writing and signed by Gudbot. Failure of Gudbot to object to the provisions in any document sent by Customer shall not be deemed a waiver of these terms or acceptance of any terms the Customer may have requested. Gudbot’s sales of Products covered by this document are governed only by these terms and conditions of sale. Customer shall be deemed to have expressly accepted these terms and conditions of sale if Customer requests or receives delivery of any Products. These terms supercede all other terms submitted or proposed by Customer, as well as all prior terms in any quotation, purchase order, or otherwise. In the event that Gudbot consents to modify any of the following terms, such modification shall be in a signed writing (between the parties) which references the change to these terms or shall be expressly stated on the face of these terms and endorsed by Gudbot. All requests for Product are subject to approval by Gudbot, and Gudbot reserves the right to restrict or allocate Product.
Unless otherwise stated on the face hereof, all payments shall be pre paid or due upon receipt of invoice. On any amounts not paid when due, customer agrees to pay interest at the rate of 1-1/2% per month (18% per year) or, if such rate is in excess of the rate allowed by law, then the highest rate allowed by law. In addition, customer agrees to pay all costs of collection, including costs of litigation and reasonable attorney's fees. Gudbot reserves the right to obtain a security interest in the products sold to customer, and in proceeds thereof, until payment is made in full by customer. Customer agrees to execute financing statements and other instruments at Gudbot's request. A $50.00 collection fee will be charged for all dishonored checks.
Unless otherwise stated on the face hereof, stated prices do not include any customs duties, sales, use, value added, excise, federal, state, local or other taxes. All such duties or taxes shall be paid by customer, or, in lieu thereof, customer shall provide Gudbot with an appropriate tax exemption certificate.
Gudbot warrants to the original customer purchasing products directly from Gudbot that all such products sold will be free from defects in materials and workmanship affecting form, fit and function. Any claim alleging that any product fails to conform to the foregoing warranty may be made only by the customer who purchased such product and only while such customer owns such product. Gudbot , at its option, will repair, replace, or provide a credit or refund of either the original purchase price or fair market value, whichever is lower, for any product covered by this Lifetime Limited Warranty that is determined by Gudbot to be defective. In the case of products sold hereunder which are not manufactured by Seller, the warranty delivered to Seller by vendor or manufacturer of such products shall be assigned to Buyer and shall be expressly in lieu of any other warranty by Seller. No warranty extended by Seller shall apply to any goods which have been modified or altered by persons other than Seller’s authorized personnel; to goods that are defective due to misuse, neglect, improper installation, soldering or accident, or to goods sold as "used". Seller’s obligation under this warranty is limited to the repair or replacement, at Seller’s option, of defective parts or goods, Ex Works Seller’s warehouse. Seller’s liability under this warranty shall be limited solely to the cost of any necessary repairs to, replacements of, or refunds of Buyer’s purchase price for the goods, and Seller assumes no risk of, and shall not in any case be liable for, any other damages, including, without limitation, any special, incidental, consequential or punitive damages arising from breach of warranty or contract. All products sold by Seller hereunder shall be deemed acceptable by Buyer unless, within seven (7) calendar days from the invoice date, Buyer shall notify Seller in writing that such products are damaged, defective or cannot be made operational. Any claims for shortages must be made to Seller in writing within (7) calendar days from the invoice date.
5. Other Products.
All Gudbot brand Flash products, media and readers carry a limited warranty of six months from the date of purchase. All other products, with the exception of memory, are covered by the warranty issued by the manufacturer of the products. Gudbot will accept refunds of these products for seven days after the sale. After seven days, all warranty and returns must be done through the products manufacturer. All returns, other than for defective items, are subject to a 20% restocking fee. Special Order items, not normally stocked by Gudbot , that have been requested by the customer are purchased by the customer under a no refund, no exchange policy. The item description will state 'Special Order, No refunds' on the invoice. This applies only to Special Order items.
6. Particular Uses.
Customer acknowledges that the Products and electronic manufacturing services are not designed for, and Gudbot has no desire to make Products and electronic manufacturing services available for, life support, critical care, medical, safety equipment, or similar applications where Product failure could result in loss of life or personal or physical harm, or any military defense application, or any governmental procurement to which special terms or provisions may apply (e.g. FARS, DFARS, etc.). Accordingly, Gudbot disclaims all liability, and Customer assumes all risks arising from any such use of the Products.
7. CONSEQUENTIAL DAMAGES.
IN NO EVENT WILL GUDBOT BE LIABLE FOR ANY COSTS OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, WHETHER THE CLAIM IS BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY OF LAW OR EQUITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Gudbot’s liability under the sales hereunder from any cause whatsoever shall in no event exceed a refund of the purchase price paid by Customer to Gudbot for such Product giving rise to such liability. The above disclaimers and exclusions include any liability that may arise out of third party claims against Customer. This allocation of risk is reflected in the price of the Products.
9. Returned Merchandise.
No return will be accepted after fourteen (14) calendar days from invoice date. Goods accepted for credit upon return will be subject to a handling/restocking charge which shall be not less than twenty percent (20%) of the price of the goods. Custommade goods are not subject to return under any circumstances. In no case are goods to be returned without first obtaining Seller’s written permission. An R.M.A. (Returned Material Authorization) number issued by Seller must accompany all returned goods. Goods must be securely packed and delivered to Seller in an undamaged condition, with Buyer being solely responsible for paying all return freight expenses.
10. Return Procedures.
Please contact the place of purchase for return procedures. If customer purchased product(s) directly from Gudbot , then customer shall return the product(s) to Gudbot pursuant to the following terms. Customer must obtain a Return Material Authorization ("RMA") number by calling customer service at 949 851 7776 Returned products should be shipped to the following address:
Attn: RMA Dept - RMA# _______
1691 Browning Ave
Irvine, CA 92606
Customer shall return the products to Gudbot in the original packaging and enveloped in the original antistatic bags. Gudbot will not be responsible for damaged parts if customer does not follow this process. Please retain shipping information, including tracking numbers, until your account has been credited by Gudbot or replacement product is received. If Gudbot determines that failure of the product(s) was not a result of a defect in materials or workmanship, Gudbot reserves the right to charge customer for parts and labor at Gudbot 's then current labor rate or charge customer a 20% restocking fee. Gudbot will advise customer prior to assessing these charges.
All Product is sold, and prices quoted, Ex Works Gudbot’s warehouse in Irvine, California, unless another location is specifically designated in writing by Gudbot. Title and risk of loss pass to Customer at the Ex Works point. Customer shall be responsible for all costs associated with shipping and insurance as well as any necessary customs clearances and duties (at or after the Ex Works point). Delivery dates acknowledged or confirmed by Gudbot are estimates only, and Gudbot shall not be responsible for delays in shipment or delivery or any resulting claims or damages.
12. Rescheduling and Cancellations.
Orders cannot be cancelled or rescheduled without the prior written consent of Gudbot. Customer’s wrongful nonacceptance, cancellation, or repudiation shall entitle Gudbot to recover, in addition to any incidental damages: (1) the full price of such Products; or (2) where other customers exist, damages equal to the profit which Gudbot would have realized had Customer performed. Gudbot shall additionally be entitled to recover expenses incurred in connection with procuring or providing special services, special tooling, special supplies, and similar expenses.
13. PATENTS AND TRADEMARKS.
Seller’s agreement to indemnify for patent of trademark infringement is expressly LIMITED TO ANY INDEMNIFICATION WHICH SELLER’S VENDOR HAS AGREED IN WRITING TO PROVIDE (OR BY OPERATION OF LAW HAS BEEN DEEMED TO PROVIDE) TO SELLER IN THE EVENT OF PATENT OR TRADEMARK INFRINGEMENT ALLEGATIONS MADE AGAINST SUCH VENDOR’S PRODUCTS.
These terms may be modified in a written document signed by an authorized officer of Gudbot. The parties agree to the laws of the State of California, consent to personal jurisdiction with the courts located in Orange County, California, and agree to exclusive venue with such courts located in Orange County, California.
Customer may not assign its rights or obligations hereunder without the express prior written consent of Gudbot.
16. Entire agreement.
These terms and conditions, including those on the face hereof, constitute the entire agreement with regard to this sale and expressly supersede and replace any prior or contemporaneous agreements, whether written or oral, relating to said sale, including any terms and conditions on any of customer's documents or purchase orders. This agreement shall be binding upon the heirs, successors and assigns of the parties hereto. If any provision of this agreement shall be held to be invalid or unenforceable, the remainder of this agreement shall remain in full force and effect.
All merchandise Invoiced remains the property of Gudbot until invoice is paid in full. A $20 fee will be charged on all returned checks.
All policies are subject to change without notice.
COPYRIGHT AND TRADEMARK NOTICE:
Unless otherwise specified, all materials appearing on this site, including the text, site design, logos, graphics, icons, and images, as well as the selection, assembly and arrangement thereof, are the property of Gudbot Copyright © 2012, ALL RIGHTS RESERVED. Any unauthorized use of the materials appearing on this site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties. Gudbotusa.com is a registered trademark of Gudbot All other trademarks or service marks are property of their respective owners.