Displays
These REVO.tech (REVO Tech Inc.) Terms and Conditions of Sale (“Terms”) govern the sale of products and services (“Products”) by REVO Tech Inc. (“Seller”) to a REVO.tech customer (“Buyer”). By requesting a quote from Seller, submitting a purchase order to Seller, or otherwise accepting any Products from Seller, Buyer is agreeing to all of the terms and conditions set forth in these Terms. Any modification of these Terms requires written approval and signature by an authorized representative of Seller. The Seller objects to any contrary or additional terms or conditions set forth or contained in any communication by Buyer to Seller (written, oral, or otherwise), including, without limitation, Buyer’s request(s) for quotes or Buyer’s order(s) for Products. Any terms or conditions stated by Buyer in any communication by Buyer to Seller (written, oral, or otherwise) are deemed by Seller to be a modification of these Terms and objectionable, and are hereby rejected and void. Acceptance of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms in any manner.
Orders
All orders for Standard Products placed by Buyer are subject to written acceptance by Seller. Written acknowledgement of receipt of an order does not constitute acceptance of such order by Seller. Orders shall identify the Products, unit quantities, part numbers, descriptions, requested delivery dates and other applicable terms. No orders for Products may be cancelled or rescheduled without Seller's written consent. Seller reserves the right to allocate sales of Products among its customers as determined by Seller in its sole discretion. Product availability is subject to change without prior notice.
Prices
All prices for Standard Products shall be specified on Seller’s invoice. Quotations and pricing for undelivered Products are subject to change at any time prior to the invoice date due to changes beyond Seller’s control. Prices are for Products only and are exclusive of any taxes, tariffs, charges, or duties imposed by any government authority. Buyer is responsible for all taxes, tariffs, charges, or duties imposed by any governmental authority on the purchase or sale of the Products. Prices are subject to increase equal in amount to any tax, tariff, charge, or duty Seller is required to collect or pay on the purchase or sale of the Products. Prices are in U.S. Dollars and payment must be in U.S. Dollars.
Terms of Payment
Unless otherwise agreed to by Seller in writing, Buyer shall pay all invoiced amounts to Seller within 7 (seven) days after Seller’s invoice date. Seller may change or withdraw credit amounts or payment terms at any time for any reason. Buyer shall pay interest on all late payments at the lesser of the rate of 3% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred by or on behalf of Seller in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms or at law, if Buyer fails to make payment, Seller shall not be obligated to continue performance under any agreement with Buyer, and Seller may suspend delivery of any order until payment is made or cancel any order or remaining balance for Products. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller's breach, bankruptcy, or otherwise. If Buyer provides Seller with a credit card for payment of any amounts owed by Buyer to Seller under these Terms, then Buyer authorizes Seller to charge Buyer’s credit card for any such amounts invoiced by Seller under these Terms.
Delivery and Title
All Standard Products shall be made available for shipment at Seller’s facility or such other shipping location as determined by Seller. Unless otherwise agreed to by Seller in writing, all deliveries will be made EXW (Ex Works Incoterms 2020) Seller’s Warehouse. Title and risk of loss pass to the Buyer at such time as Products are made available to Buyer or its carrier at the location designated by Seller (“Delivery”). Buyer is solely responsible for costs of storage, freight, and insurance after Delivery. Seller’s delivery dates are estimates only. Seller will not be liable for any damage, loss or expense incurred by Buyer if Seller fails to meet the estimated delivery date.
Inspection and Acceptance
Buyer shall perform receiving and inspection of all Products and shall notify Seller in writing of any defect or nonconformance no later than ten (10) days after Delivery, after which time Buyer will be considered to have accepted the Product.
Force Majeure
Seller shall not be liable or responsible, and Seller shall not be deemed to have defaulted under or breached these Terms, for failure to fulfill its obligations herein or for delays in Delivery due to causes beyond its reasonable control, including, but not limited to, acts of God, natural disasters, acts or omissions of other parties, acts or omissions of civil or military authority, government priorities, changes in law, material shortages, fire, strikes, labor stoppages, supply chain or industrial disturbances, floods, epidemics, quarantine restrictions, riots, war, acts of terrorism, delays in transportation or inability to obtain labor or materials through its regular sources. Seller's time for performance of any such obligation shall be extended for the time period of such delay or Seller may, at its option, cancel any order or remaining part thereof without liability by giving notice of such cancellation to Buyer.
Warranties and Related Remedies
“Standard Products” are defined as Products that are manufactured by a third party other than Seller including, without limitation, commercial off-the-shelf products manufactured by original manufacturers or OEMs.
“Non-Standard Products” are defined as Products that are manufactured by Seller, Products that are manufactured based on Buyer’s specifications or requirements, Products manufactured exclusively for Buyer, or value-added Products.
Seller represents that both Standard Products and Non-Standard Products are certified to be compliant to and in compliance with the original manufacturer’s or OEM’s published data sheet for the product at the time of manufacture with respect to the product date code.
Seller warrants to Buyer that Standard Products and Non-Standard Products will conform to published specifications for such Products for a period of 12 months after Delivery.
Seller will not be liable for any Product defect or nonconformance if:
- The defect or nonconformance resulted from Buyer’s design specifications; or
- The defect or nonconformance resulted from misuse, neglect, accident, poor handling, inadequate maintenance, normal wear and usage, improper storage, alterations, repairs, or modifications by an entity other than Seller.
With respect to any defective or non-conforming Products confirmed by Seller, Seller shall, in its sole discretion, either (1) repair and/or replace such Products or (2) credit Buyer for the purchase price paid for the defective or non-conforming Product(s) with a Credit Memo toward a future order. The foregoing states Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for any breach of the foregoing warranty. The foregoing warranty is contingent upon Buyer promptly notifying Seller of the defects or nonconformance during the warranty period.
Any Product returns will require compliance with Seller’s Return Material Authorization (“RMA”) Policy including, without limitation, any required accompanying or supporting data, proof, or description of the defect or nonconformance. Product returns will only be accepted with a Seller issued RMA confirmation and Instructions. Returned Products must be compliant with Seller’s Returns Policy. Seller may return Products to Buyer that are not eligible to be returned pursuant to Seller’s Return Policy on a freight collect basis. Buyer shall cooperate fully with Seller in processing and investigating any warranty claim hereunder.
EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 7, SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, WHETHER, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION REGARDING THE PRODUCTS OR OTHERWISE WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT OF THIRD PARTY RIGHTS AS WELL AS ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SELLER’S EXPRESS WARRANTIES IN THIS SECTION 7 ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES OF SELLER AND THE MANUFACTURER OF ANY STANDARD PRODUCTS. BUYER’S SOLE RECOURSE FOR ANY BREACH OF THE FOREGOING WARRANTY WITH RESPECT TO STANDARD PRODUCTS SHALL BE AGAINST SELLER PURSUANT TO THESE TERMS.
Limitation of Liability
IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO BUYER’S PURCHASE OF PRODUCTS PURSUANT TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR SUCH PRODUCTS or $1,000, WHICHEVER IS LESS. NO SUIT OR ACTION SHALL BE BROUGHT AGAINST SELLER MORE THAN 3 MONTHS AFTER THE RELATED CAUSE OF ACTION HAS OCCURRED.
Intellectual Property
Seller assumes no obligation or liability of any kind with respect to infringements or alleged infringements of United States or foreign patents, copyrights, trademarks, or other proprietary rights, arising out of Buyer’s purchase, use, possession, sale, or delivery of any Products. Buyer shall indemnify and hold Seller harmless from any and all claims, liabilities, damages or expenses resulting from infringements or alleged infringements of United States or foreign patents, copyrights, trademarks or other proprietary rights arising from (i) Buyer’s purchase, use, possession, sale, or delivery of any Products, or (ii) compliance by Seller with any designs or specifications provided by Buyer. No sale of any Product shall be construed as granting Buyer any license or other right in or to any patent, copyright, trademark or other proprietary right applicable to the Product.
Use of Products
Products sold by Seller are not designed, intended, or authorized for use in life support, life sustaining, nuclear, or other applications in which the failure of such Products could reasonably be expected to result in personal injury, loss of life or catastrophic property damage. If Buyer uses or sells Products for use in any such applications: (i) Buyer acknowledges that such use or sale is at Buyer’s sole risk; (ii) Buyer agrees that Seller and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use; and (iii) Buyer agrees to indemnify, defend and hold Seller and the manufacturer of the Products harmless from and against any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use or sale.
Confidential Information
All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, OR discounts, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller's request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section 11. This Section 11 does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
Export
Buyer certifies that it will be the recipient of Products to be delivered by Seller. Buyer acknowledges that the sale, resale or other disposition of Products and any related technology or documentation are subject to the Export Administration Regulations of the United States. Buyer shall comply with all export and import laws of all countries involved in the purchase and sale of the Products under these Terms or any resale of the Products by Buyer. Buyer acknowledges its sole responsibility for obtaining licenses, permissions, authorizations, consents, and permits to export or re-export as may be required and acknowledges that it shall not directly or indirectly export any Products to any country, jurisdiction, individual, corporation, organization, or entity to which such export or re-export is restricted or prohibited by the Export Laws of the United States. Buyer assumes all responsibility for shipments of Products requiring any government import or export clearance. Buyer agrees that Products purchased will not be used or transferred without prior authorization from the US government for any purpose associated with chemical, biological or nuclear weapons or missiles capable of delivering such weapons; Buyer further agrees to review transactions for compliance with end-use and end-user controls under Part 744 of the EAR (15 CFR Part 744), including any “military end-user” or for a “military end-use,” as defined and subject to the license requirements in Section 744.21 of the EAR or to any “military intelligence end-user” or for a “military intelligence end-use” as defined and subject to the license requirements in Section 744.22 of the EAR, or for any Chinese supercomputer and semiconductor manufacturing end-use controls under Section 744.23 of the EAR (15 CFR 744.23), or to be used in the design, development, production or use of "rocket systems", or "unmanned air vehicles" as described in section 744.3.
General
All matters arising out of or relating to these Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard for its conflict of law principles. Any legal suit, action, or proceeding arising out of or relating to these Terms shall be instituted in the federal or state courts of the Commonwealth of Massachusetts, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. It is expressly understood and agreed that the United Nations Convention on Contracts for the International Sale of Goods ("CISG") shall not govern or apply to these Terms or the purchase and sale of the Products, and the parties hereby exclude the application of the CISG. The headings herein are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. A waiver by Seller of any of the terms and conditions of these Terms shall not be deemed to be a continuing waiver but shall apply solely to the instance of the waiver.
The Buyer shall not delegate any duties nor assign any rights or claims under this Order without Seller's prior written consent, and any such attempt at delegation or assignment shall be void. The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
The Buyer shall carry out the transactions contemplated by this sale and shall otherwise deal with the Products sold in conformity with all applicable laws, rules, and regulations of all governmental authorities, including, without limitation, the Export Administration Act, and shall obtain all permits and licenses required in connection with the purchase, installation, sale, shipment or use of any of the products.
Seller may amend, modify, add, supplement, or remove any of these Terms at any time, and from time to time. If Seller does so, Seller will post such changes on Seller’s website. IF ANY FUTURE CHANGES TO THESE TERMS ARE UNACCEPTABLE TO BUYER, BUYER SHOULD REFRAIN FROM ORDERING PRODUCTS.