V Rose Microsystems, Inc.
309 W Montgomery Street • Suite 16A • Johnstown, NY 12095 • USA

TERMS AND CONDITIONS

ALL SALES OF SELLER ARE SUBJECT TO EACH OF THE FOLLOWING TERMS AND CONDITIONS.

CANCELLATION:

Orders received by Seller are accepted with the understanding that they are not subject to cancellation.

ORIGIN:

All sales are made FOB Seller’s plant, unless otherwise specified on the face hereof.

TOOLS and DEVICES:

Any equipment including tools, electronic devices or components, computer or other equipment which Seller constructs or acquires for the Purchaser, notwithstanding any charges therefore, shall be and remain Seller’s property and in Seller’s possession and control. Charges for such equipment are payable, net cash, 30 days after date of invoice.

DELIVERY:

Shipping and delivery dates are approximate and not guaranteed unless otherwise specified on the face hereof, Partial shipments of complete orders will be made by Seller when ready and invoiced absent an agreement in writing to the contrary. Delay in delivery of any installments shall not relieve Purchaser of : a) its obligation to pay for any installments received prior to such delay and, b) its obligation to accept the remaining deliveries.

If because of acts of God, strikes, lockouts or other industrial disturbances, wars, blockages, insurrections, riots, arrests, explosions, sabotage, fires, floods, perils of the sea, accidents to machinery, delays in transportation, inability of Seller to obtain the whole or any part of merchandise contracted for by Seller, precedence or priorities granted at the request, demand or for the benefit, directly or indirectly, of Federal or State Government or any subdivision or agency thereof, or other causes not within the control of Seller, Seller shall be unable to carry out its obligations under this contract either wholly or in part, such obligations shall be suspended during the continuance of such hindrances and the obligations, terms and conditions of this contract shall be extended for such periods as may be necessary for the purpose of making good any suspension of deliveries so caused Seller shall not in any event be liable for failure to deliver or perform or for delays in delivery or performance occasioned by such causes.

On orders accepted by Seller, calling for deferred deliveries scheduled over a stated time interval; or on orders with deliveries unspecified but accepted by Seller subject to subsequent delivery instructions; such delivery instructions may not extend deliveries beyond the date originally specified in Seller’s quotation of prices or beyond a reasonable time if no date has been so specified except with Seller’s written consent and upon terms which will indemnify Seller against all loss.

INSPECTION:

Apart from qualified Government inspectors, no inspectors or other representatives of Purchaser will be allowed in Seller’s plant without specific approval in writing signed by a duly authorized officer of Seller.

ROUTING:

In the absence of Purchaser’s instructions as to desired carrier and routing of goods, goods will be forwarded and routed as Seller may determine.

DAMAGE IN TRANSIT:

Delivery of the finished goods hereunder to carrier shall constitute delivery to Purchaser and all risk of loss or damage after delivery to carrier shall be borne solely by Purchaser. All claims for loss or damage in transit should be made to carrier.

DAMAGE IN USE OR STORAGE:

Seller is not responsible for loss or damage to goods because of improper installation or use, or if improperly handled, maintained, stored or serviced.

GENERAL RETURN CONDITIONS:

  1. Shipping charges related to credit returns are nonrefundable. In regards to repairs, the customer pays freight to V Rose, and V Rose pays for UPS ground returning the product to customer. Please use a traceable service for your protection and allow at least 14 business days for processing of any return after our receipt of your product.
  2. No returns accepted without a V Rose RMA number.
  3. All products returned will be subject to a restocking fee (credit returns only).
  4. Integrated systems returned will be subject to a restocking fee (credit returns only).
  5. Custom products or configurations are nonrefundable (credit returns only).
  6. Software is non-returnable.
  7. V Rose must receive the product within 10 days from the issued date of RMA, otherwise, the RMA will be subject to cancellation.
  8. DOA product must be exchanged within 15 days from the receipt date.
  9. Please note additional return conditions as stated below, as applicable to your return:
    • a) Product sealed in the original factory container may be returned to V Rose within 15 days, from the date of receipt, for credit or exchange. Please ensure to write the assigned RMA number legibly on the outside of package, and enclose a copy of the original invoice.
    • b) Opened product may be returned to V Rose within 15 days from receipt date, for credit or exchange if it meets the following requirements: All products must be returned in a re-sellable condition. Any missing manuals, cables, etc. will result in rejection of the return and may be subject to restocking fee. Please ensure to write assigned RMA number on the outside of package and enclose a copy of original invoice.

COMPLIANCE WITH STATUTES:

Seller agrees to comply with requirements of all applicable Federal, State and Local statutes and laws with respect to its operations.

TAXES:

If the Federal shall levy any taxes or any State or Local Government upon goods covered hereby or in respect to the production, manufacture, or sale thereof or upon transportation including freight charges thereon, the amount of such taxes shall be added to the purchase price specified herein and should be borne by Purchaser.

PAYMENT:

V Rose terms of payment are net 30 days. In the event Purchaser shall default in any payment due Seller hereunder, Seller shall be entitled to interest on all such unpaid amount at a rate equal to the lesser of: a) 11% per month or, b) the maximum rate permitted by law. In addition, Purchaser shall pay Seller all costs of collection on overdue accounts including but not limited to reasonable attorney’s fees whether or not litigation should be commenced in aid thereof. Remittance must be made in U.S. funds.

SECURITY INTEREST

A purchase money security interest in all goods and equipment purchased shall be retained by V Rose Microsystems, Inc. until payment in full has been received for such goods and equipment, and V Rose Microsystems, Inc. may file UCC-1 financing statements to perfect its security interest.

WAIVERS:

A waiver of any of the terms hereof in a single instance shall not Constitute a waiver in other instances nor shall a specific waiver with respect to any term constitute a waiver of any other term. A waiver to be binding on Seller must be in writing and signed by an officer of the Seller.

Purchaser’s sole and exclusive remedy against Seller for breach of any warranty hereunder is expressly limited to repair or replacement of defective material at Seller’s option but in no event shall Seller’s obligation exceed the total purchase price paid for the goods; Seller shall not be liable in any respect for a) any loss, personal injury, property damage or costs of repairs except personal injury or property damages caused solely by Seller’s negligence, b) any special incidental or consequential damages of any kind even if Seller has been advised of the possibility of such damages, including but not limited to loss of revenue, loss of profits, failure to realize savings, or any liability of Purchaser to a third party, c) any damages (regardless of their nature) caused wholly or in part by the negligence of Purchaser or a third party or, d) any delay or failure to perform Seller’s obligations hereunder due to any cause beyond its reasonable control.

DAMAGE CLAIMS BY PURCHASER:

All claims by Purchaser of damages regardless of their nature shall be deemed to have been waived unless made in writing within one year of Purchaser’s receipt of goods specified herein. In the event there are installment deliveries, Purchaser’s claims must be made in writing within one year of Purchaser’s receipt of the particular installment to which claim is applied.

GOVERNING LAW:

This contract shall be deemed for all purposes to have been made in New York and shall be governed by and construed in accordance with the laws of the state of New York. New York courts shall have exclusive jurisdiction over all controversies arising hereunder.

ENTIRE AGREEMENT:

Only the terms and conditions contained herein constitute the entire agreement between the parties and will govern transactions between Buyer and Seller. No other terms and conditions that Purchaser may provide or offer are accepted.