- Purpose. The provisions contained herein (these “Standard Provisions”) set forth the terms and conditions applicable to all sales of equipment (“Equipment”) by OSI HARDWARE, INC., a California corporation (“OSI”), to its customers (“Customer”). These Standard Provisions supplement the terms of any written quotes provided by OSI to a Customer and the terms of any purchase orders provided by a Customer to OSI in connection to the Customer’s purchase of Equipment from OSI. These Standard Provisions, together with any quotes and purchase orders, are collectively referred to herein as the “Contract Documents.” In the event of any inconsistencies between these Standard Provisions and the terms of any written quote provided by OSI, the provisions of the written quote shall apply and be controlling. In the event of any inconsistencies between these Standard Provisions and the terms of any purchase order provided by a Customer, the provisions of these Standard Provisions shall apply and be controlling.
- Payment/Late Fees. Customer shall pay for all Equipment purchased from OSI in accordance with the terms set forth in the quote for such Equipment, or as otherwise agreed by the parties. Effective January 1st, 2020 a 3.5% fee will be charged when paying with a credit card. Any amounts not paid when due shall bear interest at the rate of ten percent (10%) per annum.
- Returns. Any Equipment may be returned for a full refund within thirty (30) days from the date of delivery, subject to a twenty percent (20%) restocking fee. Notwithstanding the foregoing, returns shall not be permitted for software, Equipment replaced under warranty, new Equipment, special orders, or Equipment purchased by a wholesale customer for the purpose of resale. Equipment which is not received by OSI within thirty (30) days after the date of the original delivery to Customer shall not be eligible for a refund. All returns under this Section 3 shall be made in accordance with the Equipment Return Procedures set forth on the OSI website.
- Warranty. OSI warrants that the Equipment shall be free from defects in materials and workmanship, excluding normal wear and tear, as more particularly set forth in this Section 4. For retail end users of Equipment, the warranty shall remain in effect for the lifetime of the product pursuant to the Advance Replacement Warranty and Lifetime Replacement Warranty provisions set forth in Section 4.a and 4.b, below. For wholesale Customers purchasing Equipment for the purpose of resale, the warranty shall remain in effect for a period of ninety (90) days pursuant to the Wholesale Warranty provisions set forth in Section 4.c, below
- Advance Replacement Warranty. For a period of one (1) year from the date of delivery to Customer, OSI agrees to provide advance replacements for any defective items of Equipment. OSI shall, within twenty-four (24) hours of being notified by Customer of a suspected Equipment defect, use its commercially reasonable best efforts to (i) attempt to resolve the problems through troubleshooting, and (ii) for any Equipment determined, in OSI’s sole discretion, to be defective, ship suitable replacement Equipment to Customer via expedited delivery service.
- Lifetime Replacement Warranty. After one (1) year from the date of delivery to Customer, OSI agrees to repair or replace any defective items of Equipment. OSI shall, within seven (7) business days of receipt of the returned Equipment, use its commercially reasonable best efforts to (i) determine, in OSI’s sole discretion, whether the Equipment is defective, (ii) make required repairs, where repairs are feasible, and (iii) ship the repaired Equipment or a suitable replacement to Customer via standard delivery service.
- Wholesale Warranty. For a period of ninety (90) days from the date of delivery to a wholesale Customer purchasing Equipment for the purpose of resale, OSI agrees to repair or replace any defective items of Equipment. OSI shall, within seven (7) business days of receipt of the returned Equipment, use its commercially reasonable best efforts to (i) determine, in OSI’s sole discretion, whether the Equipment is defective, (ii) make required repairs, where repairs are feasible, and (iii) ship the repaired Equipment or a suitable replacement to Customer via standard delivery service.
- Shipping. Shipments by OSI will be sent by UPS, FedEx or other provider of OSI’s choice with shipping costs to be paid by OSI. For international deliveries, shipments will be sent delivery duty unpaid (DDU), with freight prepaid by OSI, excluding import duties, taxes and fees, where applicable.
- Limitations on Warranties:
- All returns by Customer shall be made in accordance with the Equipment Return Procedures set forth on the OSI website.
- Technical support by OSI shall be limited to determining whether an Equipment defect exists.
- The warranty hereunder does not apply to any Equipment failure resulting from misuse, abuse, neglect or mishandling, failure to use the Equipment with due care and in accordance with all recommendations of OSI and the manufacturer, damage from accident or casualty, including fire, flood or natural disaster, improper installation, configuration, maintenance, operation, modifications or adjustments, incorrect environment, or electrical issues such as lightning, power surges, incorrect electrical voltages or other electrical stress.
- The warranty hereunder does not apply in the event Equipment fails to perform properly or becomes incompatible due to software or code changes.
- OSI shall have no obligation to replace Equipment nor to compensate or reimburse Customer for licenses, upgrades or software installed by Customer on Equipment which is subsequently returned to OSI.
- If OSI is unable to repair any item of defective Equipment covered by warranty or replace the Equipment with the same product, OSI may satisfy its warranty obligations by providing replacement Equipment which offers a comparable level of functionality.
- If, despite its commercially reasonable good faith efforts, OSI is unable to repair any item of defective Equipment covered by warranty or replace the Equipment with the same product or with Equipment offering a comparable level of functionality, OSI shall refund the original purchase price, in which event OSI shall have no further liability to Customer hereunder.
- OSI shall have no liability to Customer if, despite its commercially reasonable good faith efforts, OSI is unable make shipments within the times specified under Section 4.a, 4.b or 4.c above.
- The warranty hereunder applies only to the original purchaser of the Equipment from OSI. The warranty shall terminate if the Equipment is sold or otherwise transferred to another party.
- The warranty hereunder is in lieu of all other warranties of OSI and OSI disclaims all other warranties, express or implied, including without limitation any implied warranty of merchantability, fitness or adequacy for any particular purpose or use, quality or capacity.
THIS WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS. CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE, JURISDICTION TO JURISDICTION OR COUNTRY TO COUNTRY. SOME STATES, JURISDICTIONS OR COUNTRIES DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR CONDITIONS, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY OR CONDITION LASTS, SO CERTAIN LIMITATIONS HEREUNDER MAY NOT APPLY IN ALL CASES.
- Licensing. Customer acknowledges and agrees that (i) software installed on used Equipment does not come with a manufacturer’s license, and (ii) it shall be Customer’s responsibility to contact the manufacturer to determine the licensing requirements applicable to any used Equipment purchased from OSI.
- Entire Agreement/Modifications. The Contract Documents and any exhibits incorporated therein constitute the entire agreement between the parties and supersede all prior agreements and understandings of the parties relating to the subject matter hereof. The Contract Documents may not be modified in any way except by an instrument in writing signed by each of the parties hereto.
- Severable Provisions. If any provision of the Contract Documents is determined to be void, invalid or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless continue in full force and effect.
- Successors. The provisions of the Contract Documents shall be binding upon and shall inure to the benefit of the parties and their respective successors, assigns, executors, administrators and heirs.
- Construction. Headings at the beginning of each paragraph and subparagraph herein are solely for the convenience of the parties and are not a part hereof. Whenever required by the context, the singular shall include the plural and the masculine shall include the feminine and vice versa. All exhibits referred to in or attached to the Contract Documents are incorporated by this reference. The parties agree that the rule that ambiguities are construed against the drafter of a writing shall not apply in any dispute arising out of the Contract Documents.
- Signatures. The Contract Documents may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. In the event executed copies of the Contract Documents are provided by one party to the other by facsimile or email transmission, the facsimile or email copies and the signatures thereon shall for all purposes be treated as originals.
- Governing Law. The parties expressly agree that (i) the Contract Documents shall be governed by, interpreted under and enforced in accordance with the laws of the United States of America and the State of California, (ii) in the event of any dispute, the parties shall be subject to the jurisdiction of the courts of the State of California, regardless of their place of residence, and (iii) in any action arising in connection with the Equipment or the Contract Documents, venue shall be in the County of Santa Barbara, State of California, United States of America.
- Force Majeure. OSI shall not be liable to Customer for any losses or damages attributable to an event or circumstance which is beyond the reasonable control of OSI and without its fault (including, without limitation, effects of fire, strike, war, insurrection, terrorism, acts of God, civil or military authority, civil disturbance and government restriction or prohibition), and the performance of OSI’s obligations hereunder shall be suspended during the existence of such cause.
- Limitation of Remedies and Liability. The cumulative liability of OSI to Customer for all claims relating to any item of Equipment (including without limitation the warranty provided pursuant to Section 4 hereof) shall be limited to the total amount paid by Customer for such Equipment. In no event shall OSI be liable for any consequential, indirect, special or incidental damages (including, without limitation, damages for loss of business profits, business interruption or other pecuniary loss), whether arising out of contract, tort, warranty or otherwise, even if OSI has been advised or is otherwise aware of the possibility of such potential loss or damage. The foregoing limitation of liability shall apply regardless of the success or effectiveness of other remedies. Customer acknowledges that the price charged for the Equipment has been agreed to by OSI in reliance on the allocation of risk and limitation of liability set forth in Section 4 and this Section 14.
SOME STATES, JURISDICTIONS OR COUNTRIES DO NOT ALLOW THE EXCLUSION OF CONSEQUENTIAL, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY IN ALL CASES. Attorneys’ Fees. In any action at law or in equity arising out of the Contract Documents, the prevailing party shall be entitled to recover reasonable attorneys’ fees in addition to any other relief awarded to said party.
Equipment Return Procedures