Standard Terms and Conditions of Sale
Last updated: December 2006
Unless otherwise agreed to in writing between Ryzex, Inc. ("Ryzex") and you ("Purchaser"), the sale of goods and/or services ("Products") to you the Purchaser incorporates the following Terms and Conditions:
Limited warranty
Ryzex warrants that it will pass good title to the Products and that if the Products are described in Ryzex material as "New", "Like New", or "Refurbished" that they will be in working order at the time of shipment. In addition if Purchaser notifies Ryzex of the appearance of any defect(s) prior to the expiry of the manufacturer's standard warranty in the case of New Product, or within 90 days after the delivery of any Refurbished or Like New Product, Ryzex will, at its option, repair or replace any Products affected by such defect without charge, or refund its price to Purchaser. The remedies of repair, replacement or refund agreed on in this paragraph will be the sole remedies of Purchaser against Ryzex and the Purchaser agrees specifically that RYZEX WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR OTHER SIMILAR DAMAGES ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER KIND OF CIVIL LIABILITY CONNECTED WITH THIS AGREEMENT. FOR FURTHER CLARITY, UNDER NO CIRCUMSTANCES WILL RYZEX'S LIABIALITY EXCEED THE PURCHASE PRICE OF THE PRODUCTS. This Limited Warranty is the only warranty made by Ryzex, and Ryzex makes no other warranty, express or implied. IN PARTICULAR, RYZEX MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PRODUCTS. Excluded from warranty coverage are defects due to misuse or abuse, or consumables such as print-heads or batteries. Products described as "Used", "Heavy Use" or "As Is" are supplied "as is" without any warranty, other than they will be the make and model as described in a Ryzex quote.
Prior use and alteration
Products may have been altered, refurbished, and/or upgraded by the Ryzex or others using materials from more than one manufacturer. Some or all components may have been in prior use. Purchaser shall not remove or obscure any labels or notices on the Products, nor otherwise give the impression that Product which is not described in this Proposal as New is in fact new.
Sale of hardware only
Ryzex makes no warranty with respect to any uses by any party that may require governmental or private licenses, such as certain uses of radio communications devices, software, or firmware that may be in the Products, or the right to use the Products for a particular purpose. Purchaser specifically warrants that it has right to use the Products for the purpose intended and that the Purchaser has all the rights required to lawfully authorize Ryzex to install and/or copy into the Products any component(s) and/or software which purchaser has supplied to Ryzex for the purpose of such installation or copying, or which purchaser has requested Ryzex to obtain or electronically encode for the purpose of such installation or copying. Purchaser undertakes to indemnify Ryzex against any claims and expenses (including attorneys' fees and cost of defense) arising from a breach of this warranty.
Force majeure
Ryzex will not be responsible for any delay in delivery, or failure to deliver, any Products if such delay or failure results from causes beyond its control, including but not limited to, acts of God, war, terrorism, labor disputes, delay or failure of suppliers or of transportation, or governmental acts.
Security interest and title
Before the whole amount of the total payable for the Products purchased is received by Ryzex, title in the Products will remain with Ryzex and Ryzex will entitled to file and retain a security interest in the Products.
Severability
If any provision of this Agreement is wholly or partially invalid or unenforceable, such invalid or unenforceable provision will be regarded as excluded from this Agreement and the other provisions of the Agreement will not be affected by it.
Entire agreement
These Terms and Conditions constitute the entire agreement Between Ryzex and the Purchaser. The placement of an order to purchase Products from Ryzex shall be deemed to be acceptance of these terms by Purchaser. These Terms and Conditions supersede all prior proposals, offers, discussions, correspondence, or communications regarding this sale of Products to Purchaser. IT MAY ONLY BE MODIFIED BY A SUBSEQUENT AGREEMENT IN WRITING APPROVED BY AN AUTHORIZED OFFICER RYZEX. This Agreement is subject to the laws of Washington State and the Courts of Whatcom County, Washington shall have non-exclusive jurisdiction over all matters relating to this Agreement.
Notices to Ryzex should be sent to
Ryzex, Inc. Attention: Chief Operating Officer, 4600 Ryzex Way, Bellingham, WA 98226-7691 USA. Ryzex, Inc. is incorporated in the state of Washington.