1. 'Seller' shall mean a
business component of UnitedPRO, Inc. located at 998 S San Gabriel Blvd, Pasadena, CA 91107. By purchasing products from Seller through
electronic, phone, paper, or any other form of transmission, Buyer
confirms that the following terms and conditions apply to Buyer's
purchase of our products. Even if Buyer sends Seller another form of
agreement, or modifications to this agreement, and Seller does not
respond, these terms will be the terms of Seller's agreement. If Buyer
does not agree with these terms, please contact UPI to
discuss modifications. Any modifications must be in writing and signed
& QUOTATION. Product prices are determined by
written confirmation Buyer receives from Seller, including but not
limited to prices stated on UPI
official website. Verbal price quotations are subject to review and may
not be honored by Seller. Modification to product price are not
allowed, unless agreed in writing and signed by the Seller. All
quotations are valid for 30 days, unless otherwise stated.
MAINTENANCE, PRODUCT TRAINING AND OTHER SERVICES.
Product price quoted by Seller does not include any on-site
installation, training, maintenance, or service unless specifically
WARRANTY. Seller warrants product of its own manufacture
against defective workmanship and material for a period of 30 days from
the date of shipment unless specifically stated otherwise. Buyer's
failure to conform to Seller's specifications regarding installation,
maintenance, and usage will invalidate warranty. Any defective parts or
products must be returned to the Seller's designated facility for
repair or replacement at the discretion of the Seller. This is Buyers
exclusive remedy for breach of warranty. All non-conforming parts
should be returned to seller's designated facility within 30 days from
the date of shipment. THIS LIMITED WARRANTY IS GIVEN TO THE ORIGINAL
PURCHASER. THE ORIGINAL PURCHASER IS NOT ENTITLED TO EXTEND OR TRANSFER
THIS WARRANTY TO ANY OTHER PARTY UNLESS SPECIFICALLY STATED OTHERWISE.
THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL,
STATUTORY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
5. LIMITATIONS OF
CLAIMS. Seller will not be responsible for any harm
arising out of Buyer's purchase, possession or use of any products
supplied by Seller, Buyer's use of any function on Seller's websites or
any technical advice Seller may offer, except as agreed in the Limited
Warranty set out above. SELLER WILL NOT BE LIABLE FOR CONSEQUENTIAL,
SPECIAL, INCIDENTAL OR EXEMPLARY DAMAGES. INCLUDING, BUT NOT LIMITED
TO, LOSS OF PROFITS, COST ANY SUBSTITUTE FOR THE PRODUCTS BUYER BOUGHT,
CLAIMS OF THIRD PARTIES OR INJURY TO PERSON OR PROPERTY.
Buyer must notify Seller of any
cancellation of confirmed orders in writing. All orders cancelled will be
subject to a 30% cancellation charge unless arranged otherwise. All cancellation charges are due
to Seller within 30 calendar days after the cancellation. All orders made specifically made for a Buyer are Non Cancellable/Non Returnable and cannot be cancelled or returned for any reason other than manufacturer defect.
Buyer should not return product unless authorize by Seller in writing
and accompanied by a return merchandise authorization (RMA) number.
Buyer is responsible for all expenses of return product's freight.
Seller will not issue credit for any returned product after the date
that is thirty (30) calendar days after the date of shipment. All costs
incurred by Seller prior to shipment shall be invoiced to and paid by
the Buyer. Seller reserves the right to assess a 30% restocking fee for
all returned products. All authorization returns must be securely
packaged in their original shipping containers. If packaged in any
other type of container and loss or damage occurs, additional charges
All shipments are FOB origin of shipping points, unless otherwise
specified. Delivery dates are approximate only. Seller shall not be
liable for delay or failure to make delivery as a result of events
beyond Seller's control.
BEYOND SELLER'S CONTROL. Seller will not be responsible
if Seller cannot perform under this agreement if events beyond Seller's
control occur which make it impossible or commercially unreasonable for
Seller to perform, including but not limited to so-called 'Acts of
God', 'force majeure'
events, raw material shortages, labor disputes, fires, floods,
accidents, open hostilities, political or governmental insurrections,
declaration of national emergencies or of war, governmental
regulations, delays in transportation, lack of fuel, or failure of
machinery or apparatus.
PROPERTY. Buyer shall make all necessary effort to
safeguard Seller's intellectual property, such as patents, firmware,
software, designs, and technology, and assumes all liability for patent
and copyright infringements. All firmware, software, and hardware
designs, as well as tooling or other materials will remain the property
of the Seller unless specifically stated otherwise.
CONTROL COMPLIANCE. Buyer ensures that products,
technology or software Buyer receives from Seller are exported by Buyer
only in compliance with applicable laws, including U.S.
export control laws. Buyer certifies that it will not use or knowingly
support the use by others of such products, technology or software in
the design, development, production or use of nuclear, chemical, or
biological weapons or ballistic missiles.