Proposal and Sales Terms and Conditions

MICRORAM ELECTRONICS, INC. 

PROPOSAL AND SALES TERMS AND CONDITIONS

 

A. Introduction. These Proposal and Sales Terms and Conditions (this “Agreement”) apply to all proposals and quotes provided by MicroRam Electronics, Inc. (“MicroRam”), and to all sales made by MicroRam, of products (collectively the “Product”) to you (the “Buyer”).  By placing any order for Product via a response to a MicroRam proposal or by the issuance of a purchase order or any other confirmation, the Buyer agrees to accept and will be bound by the terms of this Agreement. The terms and conditions of this Agreement supersede any previous terms exchanged by the parties and these terms and conditions may not be amended, altered, or added to without MicroRam’s prior written consent via a document that is specifically titled “Amendment to  MicroRam Proposal and Sales Terms and Conditions.”  Any attempt by Buyer to insert additional or different terms to this Agreement or to vary, in any degree, any of the terms of this Agreement, whether via a purchase order or any other document that does not bear the preceding specified title, shall be deemed material changes to this Agreement and are hereby objected to and rejected by MicroRam regardless of whether MicroRam signs such document.

 

B. Product Limitations. Unless specifically stated otherwise by MicroRam in writing, the Products are not designed or intended for use in connection with contracts, environments or applications requiring fail-safe performance or sourcing from OEM or authorized distributors, such as medical devices, military devices, and other government contracts. Buyer hereby acknowledges that it is not purchasing the Product to be utilized in connection with any government contract.  If Buyer requires Product that provides fail-safe performance or a high level of traceability, Buyer must contact MicroRam for additional information as to what Product will be suitable for Buyer’s intended use.     

 

C. Warranty. MicroRam warrants that the Product sold will be new and, unless specified otherwise, will be free of all liens and encumbrances.  THE PRECEDING WARRANTY IS THE ONLY WARRANTY MADE BY MICRORAM WITH RESPECT TO THE PRODUCT SOLD. OTHER THAN THE PRECEDING MICRORAM DISCLAIMS ALL OTHER WARRANTIES AND THERE IS NO OTHER WARRANTY, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  

 

D. Claims/Notice of Defects. Failure of the Buyer to object in writing to any Product shipped to it by MicroRam within thirty (30) days after receipt thereof will constitute complete acceptance by Buyer of such Product.  Rejected Product must be returned to MicroRam within 45 days after receipt and prior authorization from MicroRam.  MicroRam may (at its option) recondition or replace any non-conforming Product within a reasonable time period after receipt.  Claims for shipping damage must be made with the carrier.

 

E. Limitation of Liability. Buyer agrees that in no event will MicroRam be liable for any incidental, consequential, indirect, punitive, or special damages arising out of or in connection with BUYER’S purchase, RESALE, or use of the Product, nor shall MicroRam be liable for any damage to or loss of: revenue, income, profit, savings, data, systems, business opportunity, or equipment that Buyer may incur that in any way arises from or relates to BUYER’S purchase, RESALE, or use of Product. MicroRam’s total liability for all Buyer’s claims, whether based in contract, tort, negligence, strict liability, or warranty, shall not exceed and shall be limited to the total amount paid by Buyer to MicroRam for the Product.  

 

F. Force Majeure. Fulfillment of Buyer’s order is contingent upon the availability of materials.  MicroRam shall not be liable for any delay in delivery or for nondelivery in whole or in part caused by the occurrence of any contingency beyond the control of either MicroRam or suppliers to MicroRam including but not limited to war, sabotage, acts of civil disobedience, failure or delay in transportation, act of any government or agency or subdivision thereof, judicial action, labor dispute, fire, accident, explosion, epidemic, quarantine, restrictions, storm, flood, earthquake or acts of God, shortage of labor, fuel, raw material or machinery or technical failure where MicroRam has exercised ordinary care in the prevention thereof.

 

G. Limitation on Actions. Any cause of action arising from or related to this Agreement, or breach of it, or the sale of Product to Buyer must be commenced within one (1) year of Buyer’s receipt of the applicable Product.  

 

H. Governing Law and Venue. This Agreement and any claim, dispute or controversy between Buyer and MicroRam arising from or in way related to this Agreement or Buyer’s purchase, resale, or use of Product shall be governed by the laws of the State of Florida, without regard to conflicts of law.  The exclusive venue for any action involving MicroRam and Buyer arising from or related to this Agreement shall be either the state or the federal court located in Hillsborough County, Florida.  MicroRam and Buyer agree to submit to the personal jurisdiction of such courts and hereby waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.

 

I. Waiver of Jury Trial. BUYER AND MICRORAM HEREBY WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT TO A JURY TRIAL WITH REGARD TO ANY CLAIM OR DISPUTE BETWEEN BUYER AND MICRORAM.

 

J. Entire Agreement. This Agreement represents the entire agreement between MicroRam and Buyer with respect to the subject matter herein and supersedes and replaces all prior oral and written understandings, representations, and agreements between the parties.  This Agreement may only be amended in a writing that is signed by Buyer and MicroRam and bears the aforementioned “Amendment to MicroRam Proposal and Sales Terms and Conditions” title.

 

K. Severability. If any provision of this Agreement is found to be unenforceable for any reason, such provision shall be reformed, stricken, or modified to the extent necessary to make such provision enforceable and the other terms of the Agreement shall remain in full force and effect.

 [END MICRORAM PROPOSAL AND SALES TERMS AND CONDITIONS]

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