STANDARD TERMS AND CONDITIONS OF SALE OF SUPERMICRO PRODUCTS
The terms and conditions of sale contained herein apply to all quotations made and purchase orders received by Core Technologies, Inc. (“Seller”) and are the exclusive binding agreement between the parties regarding the products purchased (“Products”). THE ACCEPTANCE OF ANY OR ALL OF BUYERS (“Buyer”) PURCHASE ORDER IS CONDITIONAL UPON BUYERS ASSENT TO THE TERMS AND CONDITIONS IN THIS DOCUMENT AND IN SELLERS RETURNED MERCHANDISE AUTHORIZATION (“RMA”) POLICY, INCORPORATED BY REFERENCE HEREIN, IN LIEU OF THE TERMS AND CONDITIONED IN BUYERS PURCHASE ORDER. Seller hereby rejects all provisions contained in communications from Buyer that conflict, are inconsistent with or additional to the terms contained herein. Sellers failure to object to any of the provisions contained in Buyers documentation shall not be deemed a waiver of these provisions.
Terms and Payment
All payments shall be made to Seller in U.S. Dollars to “CORE TECHNOLOGIES, FZE. P.O.BOX 9591, Sharjah Airport Free Zone, Sharjah, United Arab Emirates.” or another location if so requested by Seller, on or before the due date as stipulated on the quotation. All payments shall be made pursuant to payment terms set forth on Sellers quotation. All shipments and deliveries are subject to approval of your credit standing by Seller. Seller reserves the right to decline or postpone shipments for any reason except upon receipt and acceptance of payment or upon terms and conditions acceptable to Seller.
Prices for Sellers products shall be those stated on the front side of the quotation, which unless otherwise stated, do not include costs incurred for special packaging, shipping, or taxes. If prices are contingent on the purchase of a minimum quantity that you do not meet, Seller shall have the right to adjust the price accordingly.
Shipping Term and Risk of Loss
All shipments covered by this acceptance are Ex-Works. Sellers liability for delivery shall terminate upon delivery to the carrier, at which time you assume all responsibility for damage to or loss of products.
No order may be canceled or rescheduled without the prior written permission of Seller, unless otherwise agreed by both Parties in writing.
Return, Refund, Repair & Credit Policy
Supplier provides a limited warranty on Suppliers Products per terms and conditions set forth on Sellers company website unless otherwise agreed upon in writing by both Parties. EXCEPT FOR THE EXPRESS WARRANTIES MADE IN THIS SECTION, SELLER EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES WHICH, BUT FOR THIS PROVISION, MIGHT ARISE FROM COURSE OF DEALING, CUSTOM OR TRADE AND INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
Some Products offered may come with a limited third party Manufacturers Warranty that may be shorter than one (1) year. In the event any Products has a third party Manufacturers warranty that is longer than one (1) year or greater in scope than the limited warranty provided by Seller, Buyer shall be responsible for working directly with the third party Manufacturer for any warranty claims that would e covered by the third party Manufacturers warranty.
Technical Assistance or Advice
Any technical assistance or advice offered by Seller in regard to the use of any product or service provided in connection with Buyers purchases is given free of charge and as an accommodation to the Buyer. Seller shall not be held liable for the content of or Buyers use of such technical assistance or advice, nor shall any statement made by any sales representative in connection with the products or services constitute a representation or warranty, express or implied.
Third Party Component or Consigned Part Liability
In the event Buyer consigns any third party components to Seller or Seller purchases any third party component pursuant to Buyers instruction for integration into Sellers products (“Components”), Seller shall not be liable for any defects resulting from or relating to the quality of Components. Buyer agrees to indemnify and defend Seller in the event that such defect leads to any claims, damages, liability, and/or loss. Furthermore, Seller makes no representation or warranty, express or implied, as to Components.
Compliance with Laws and Regulations
Buyer agrees to comply with all applicable laws, rules, regulations, orders and ordinances of the United States and in any other state or country with jurisdiction over Buyer or Buyers activities in performance of its obligations hereunder.
Limitation of Liability/ Consequential Damages Waiver
SELLER SHALL NOT BE LIABLE FOR ANY FAILURE TO PERFORM ON ITS PART WHICH IS DUE TO CAUSES BEYOND ITS CONTROL. THE LIABILITY OF SELLER, IF ANY, ARISING OUT OF AN AGREEMENT TO PURCHASE OR OTHERWISE WITH REGARD TO ANY GOOD FOR ANY AND ALL CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES, WHETHER ARISING FROM SELLERS NEGLIGENCE OR OTHER TORT, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, OR OTHERWISE SHALL NOT EXCEED THE TOTAL PRICE FOR THE GOODS UNDER THIS AGREEMENT.
IN NO EVENT SHALL SELLER BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR INABILITY TO USE SELLERS PRODUCTS OR DOCUMENTATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES OR PROFITS. SELLER SHALL NOT BE LIABLE FOR ANY HARDWARE, SOFTWARE, OR DATA STORED OR USED WITH ANY PRODUCT, LNCLUDING WITHOUT LIMITATION THE COSTS OF REPAIRING, REPLACING, INTEGRATING, INSTALLING OR RECOVERING SUCH HARDWARE, SOFTWARE OR DATA.
All sales, transactions, and/or disputes between Seller and Buyers shall be governed by and construed in accordance with the laws of the Emirate of Sharjah, as well as applicable federal statutes of the United Arab Emirates.
Jurisdiction and Venue
The Emirate of Sharjah shall be the exclusive venue for the resolution of any disputes between Seller and Buyer arising from any invoice, any agreement to purchase or otherwise. Buyers acceptance shall constitute consent to the jurisdiction and venue of the courts of Sharjah. The prevailing party shall be entitled to a reasonable compensation of attorneys fees, legal expenses, and costs.
No Ultrahazardous Use
The products sold by Seller are not intended for and will not be used in life support systems, medical equipment, nuclear facilities or systems, aircraft, aircraft devices, aircraft/emergency communication devices or other critical systems whose failure to perform be reasonably expected to result in significant injury or loss of life or catastrophic property damage. Accordingly, Seller disclaims any and all liability, and should buyer use or sell such products for use in such ultra-hazardous applications, it does so entirely at its own risk. Furthermore, buyer agrees to fully indemnify, defend and hold Seller harmless for and against any and all claims, demands, actions, litigation, and proceedings of any kind arising out of or related to such ultra-hazardous use or sale.
Seller shall not be liable for any loss, delay or failure to perform resulting from any force majeure event, including, but not limited to, acts of God, acts of terrorism, fire, natural disaster, labor stoppage, strike, shortage of parts or materials, government intervention, war or military hostilities, inability of carriers to make scheduled deliveries, or any other act beyond the control of the Seller. Any delivery date may be extended, at Sellers option. to the extent.of any delay resulting from any force majeure event.
The commodities listed herein on this Site may be subject to U.S. export control laws and regulations, including without limitation the Export Administration Regulations. Any export, re-export, or transfer of these commodities must be conducted in compliance with such applicable laws and regulations.
Sellers invoice, including these Standard Terms and Conditions of Sale printed thereon, shall constitute an offer to Buyer for the sale of Sellers goods which shall be deemed accepted by Buyer upon the delivery and non-rejection of Sellers goods. An acceptance shall constitute Buyers consent to the terms and conditions stated on the invoice, which are in lieu of and supersede any and all terms and conditions stated on the Buyers purchase order or other documents provided by the Buyer.