Sales Order Acknowledgement Terms and Conditions
Plantronics Sales Order Acknowledgement Terms and Conditions
Terms and conditions of sale:
CAREFULLY READ THE FOLLOWING TERMS OF SALE BETWEEN YOU AND PLANTRONICS YOU ARE AGREEING TO BE BOUND BY AND ACCEPT THESE TERMS AND CONDITONS OF SALE. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU SHALL PROMPTLY NOTIFY PLANTRONICS, INC. ("Plantronics") OF YOUR DESIRE TO CANCEL THIS ORDER OR PROMPTLY RETURN THE PRODUCTS. IF YOU DO NOT OBJECT IN A SIGNED WRITING TO PLANTRONICS ORDER MANAGEMENT WITHIN FIVE (5) DAYS OF RECEIPT OF THIS SALES ORDER ACKNOWLEDGMENT EITHER BY MAIL OR OTHERWISE, YOU WILL BE DEEMED TO HAVE ACCEPTED THE TERMS HEREIN.
PLANTRONICS SHALL NOT BE BOUND BY ANY ADDITIONAL INCONSISTENT, AND/OR CONFLICTING PROVISIONS IN ANY ORDER, RELEASE, ACCEPTANCE OR OTHER CORRESPONDENCE UNLESS EXPRESSLY AGREED TO IN WRITING SIGNED BY PLANTRONICS GENERAL COUNSEL, AND IN NO EVENT SHALL PLANTRONICS BE DEEMED TO HAVE ACCEPTED ANY TERMS IN YOUR PURPORTED OFFER OR OFFER DOCUMENTS.
- Prices. The price of the products shall be that set forth the in Plantronics price list in effect at the time Plantronics accepts your order, less any applicable discount. Prices do not include freight, insurance or other similar charges. Any such charges will be added to the price or separately invoiced to you.
- Payment -Taxes. You shall pay all invoices issued under this sale within thirty (30) days from date of invoice. Shipments, and deliveries will be at all times subject to the approval of Plantronics Credit and Collections Department and Plantronics may at any time decline to make any shipments or deliveries, except upon receipt of payment or upon terms and conditions or security satisfactory to Plantronics. You will pay or reimburse Plantronics for all sales, use, valued-added and other taxes (except taxes on Plantronics net invoice) and all customs duties and tariffs now or hereafter claimed or imposed by any governmental authority upon the sale of the Products.
- Complete Orders. The terms of the Agreement and secondarily, this Sale Order Acknowledgement, shall contain the complete terms and conditions of this sale. Any terms and conditions negotiated with any Plantronics agent, representative, or employee not listed on this Sales Order Acknowledgment will not be honored by Plantronics.
- Shipment of Products. Plantronics will use commercially reasonable efforts to meet the shipment date specified in the purchase orders accepted by Plantronics, (in partial or full shipments); provided that, shipment may be delayed without liability of Plantronics for reasons beyond Plantronics' reasonable control.
- Delivery. In consideration of US Domestic Sales ONLY: Delivery shall be FOB Origin, Plantronics facility, freight collect. You shall select a carrier to transport the products and pay the freight unless otherwise stated on the Purchase Order. Risk of loss or damage shall be borne by you upon and after delivery. In the event that no carrier is selected, Plantronics will use its reasonable judgment to select a carrier.
- License. If the Plantronics product contains software ("Software") Plantronics grants you a nonexclusive, nontransferable license to use the Software for your internal business purposes in conjunction with use of the products. Plantronics may provide third party Software or hardware that are specified to Plantronics suppliers as subscribed in the documentation delivered with the product. You agree that you will not attempt, to reverse engineer, disassemble, modify, translate, create derivative works, rent, lease, loan distribute or sublicense the products, in whole or in part.
- Limited Warranty. Plantronics products are covered by Plantronics limited warranty as provided at the time of purchase and as outlined at www.plantronics.com/support and www.plantronincs.com/warranty ("Warranty").
- Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN PLANTRONICS WARRANTY, PLANTRONICS MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE PRODUCTS. ALL IMPLIED WARRANTIES AS TO SATISFACTORY QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR NON-INGRINGEMENTOF THIRD PARTY RIGHTS ARE EXPRESSLY DISCLAIMED.
- Return Rights And Procedures. All sales are final and the products are not returnable unless expressly permitted under the Warranty.
- Limitation of Liability. IN NO EVENT WILL PLANTRONICS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS AND LOST SAVINGS, HOWEVER CAUSED. WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, WHETHER OR NOT PLANTRONICS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, PLANTRONICS TOTAL LIABILITY TO YOU ARISING FROM OR IN RELATION TO THIS SALE SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID BY YOU TO PLANTRONICS UNDER THIS SALE. IN NO EVENT WILL PLANTRONICS BY LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OF PRODUCTS.
- The Software is commercial computer Software developed exclusively at private expense, and in all respects is proprietary property belonging to Plantronics. Plantronics provides the Software, including any related Software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and Software rights related to the Software include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data - Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it shall negotiate with Plantronics to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.
- IP Ownership. All rights, title, interest, including all patent, copyrights and other intellectual property rights of any kind or nature, to the products, firmware, Software, documentation, and any copy made by you remain with Plantronics. You acknowledge that no title to the intellectual property in the firmware and Software is transferred to you and you will not acquire any rights to the firmware except for the license as expressly set forth herein.
- Marks. You agree to comply with all legends that appear on or in the products and not to remove or destroy any copyright notice, trademark, trade name, markings, or confidentiality legends placed upon contained within products, containers or documentation supplied by Plantronics to you under this Agreement.
- Export Regulations. You hereby acknowledge that the products are subject to United States export controls pursuant to the U.S. Export Administration Regulations. You shall comply with all applicable provisions of the Export Administration Regulations, and shall not export, re-export, transfer, divert or disclose, directly or indirectly, including via remote access , the products, any confidential information contained or embodied in the products, or any direct product thereof, except as authorized under the Export Administration Regulations. In the event that Plantronics and/or you are subject to fines, penalties or other regulatory actions resulting from your violation, omission or failure to comply with any such restrictions and/or regulations, you shall indemnify and hold Plantronics harmless from any liability, claim or demand (including the cost, expenses and reasonable legal fees on account thereof) that may be made by any regulatory agency or person relating to the import and export of products. You agree to defend and indemnify, at your cost, Plantronics, at Plantronics request, against any such liability, claim or demand.
- Governing Laws. This Agreement shall be governed by the laws of the State of California, as applied to agreements entered into and to be performed entirely within California between California residents, without regard to the principles of conflict of laws or the United Nations Convention on Contracts for the International Sale of Goods. Any controversies or claims arising from or relating to this Agreement, or the breach thereof, which cannot be amicably settled by and between the parties, shall be referred to and finally settled by the rules of the American Arbitration Association. The place of arbitration shall be in Santa Clara, California, United States of America. Award for such dispute will be rendered by a single, neutral, mutually agreeable arbitrator.
If any action or proceeding is commenced to enforce this Agreement or any right arising in connection with this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party the reasonable attorneys fees, costs and expenses incurred by such prevailing party in connection with such action or proceeding.