PROVO CRAFT SALES ORDER TERMS AND CONDITIONS
Unless a separately signed written agreement governs this Purchase Order, you and Provo Craft agree that the following terms replace and supersede any additional conflicting terms submitted with your Purchase Order and are the only terms under which PROVO CRAFT will sell or license its products ("Products") to you.
Payment Terms and Conditions of Sale:
Prices for Products are those set out in PROVO CRAFT’s current Price List, less the applicable discount, if offered. PROVO CRAFT may modify the Price List at any time, including changes to the Products or their corresponding list prices. All Product prices include delivery from the PROVO CRAFT warehouse to your carrier, at which point title and risk of loss to the Products will pass to You. Except as may be specifically authorized in writing by PROVO CRAFT, and subject to PROVO CRAFT’s continuing approval of your credit status and financial condition, you will pay PROVO CRAFT for all Products ordered by within thirty (30) days of the date of the corresponding invoice issued by PROVO CRAFT. PROVO CRAFT, in its sole discretion, reserves the right to specify, and to change from time to time, your credit line and payment terms. All payments are to be made in US dollars. If at any time you are delinquent in the payment of any invoice, exceed the credit line established by PROVO CRAFT, or are otherwise in breach of the Purchase Order, PROVO CRAFT may, in its discretion, withhold shipment (including partial shipments) of any order or may require you to pay cash on delivery for further shipments. Payment not received by PROVO CRAFT when due may be subject to a late payment service charge.
It is Provo Craft’s policy that all sales are final; however in limited instances a return may be authorized. Prior to returning any inventory you must obtain a Return Material Authorization (RMA) number from Provo Craft. An application for return must be submitted within 30 days of receiving the merchandise. You must provide the PO and invoice number. Unauthorized returns will not be issued credit. For more information please contact Provo Crafts wholesale dept. at 1.800.937.7686.
PROVO CRAFT warrants to the end-user that each item of hardware ("Hardware") will be free from defects in workmanship and materials for its respective warranty period, which begins on the date of purchase by the end-user. End-users’ exclusive remedy and PROVO CRAFT’s sole obligation and liability under this warranty is to promptly repair or replace any failed Hardware returned to You on behalf of an end-user because of defects in workmanship or material.
PROVO CRAFT warrants to the end-user that each item of software ("Software"), as delivered or updated by PROVO CRAFT and properly installed and operated on the Hardware or other equipment it is originally licensed for, will function during its respective warranty period substantially as described in the user documentation supplied by PROVO CRAFT with the Software. If any item of Software fails to so perform during its warranty period, as the sole remedy PROVO CRAFT or PROVO CRAFT’s supplier will at its discretion provide a suitable fix, patch or workaround for the problem, which may be included in a future revision of the Software.
These warranties do not apply to any Product which has been (i) altered, except by PROVO CRAFT or in accordance with its instructions, or (ii) used in conjunction with another vendor’s product resulting in the defect, or (iii) damaged by improper environment, abuse, misuse, accident or negligence. Replacement parts furnished under this warranty may be refurbished or contain refurbished components. The foregoing warranties and limitations are exclusive remedies and are in lieu of all other warranties express or implied, including without any limitation warranty of merchantability or fitness for a particular purpose.
Limitation of Liability:
PROVO CRAFT shall not under any circumstances be liable to any person for any special, incidental, indirect or consequential damages, including, without limitation, damages resulting from use of malfunction of the Products, loss of profits or revenues or costs of replacement goods, even if PROVO CRAFT is informed in advance of the possibility of such damages. Except as required by law, in no event will PROVO CRAFT’s liability in connection with the Products or this Purchase Order exceed the amounts actually paid to PROVO CRAFT under this Purchase Order for the Products giving rise to such liability. These limitations apply to all causes of action in the aggregate. No action may be brought or arbitration demanded at any time more than twelve (12) months after the occurrence of the facts giving rise to the cause of action.
Parties will abide by all export laws and regulations of the United States with respect to export of any Hardware, Software or technical information provided by one to the other. Products shall not be supplied to a Distributor in any country if (1) the export of any such product to such country is prohibited by the laws of the United States, including the Export Regulations of the Department of Commerce of the International Traffic in Arms Regulation of the Department of State; (2) the import of any such Product into such country is prohibited by the laws of such country; or (3) the proper import certificate(s) required by the laws of such country for the lawful importation of any such product have not been obtained. Neither party shall be liable for delays or failure to meet obligations pursuant to this Purchase Order due to causes beyond the party’s reasonable control, provided the non-performing party promptly notifies the other party of the non-performance and takes all reasonable steps to recommence performance promptly.
Jurisdiction; Waiver of Jury Trial:
Any disputes arising out of this Purchase Order shall be subject to the jurisdiction of, and must be brought before, the state courts of Utah, county of Utah, or the U.S. District Court for the District of Utah. You consent to the waiver of a jury trial.
This Purchase Order shall be governed by and construed in accordance with the laws of the United States and the State of Utah. The parties agree that the United Nations Conventions on Contracts for the International Sale of Goods are specifically excluded from application of this Purchase Order.