By making a purchase from Mazda Computing, you are agreeing to the following terms and conditions.
Unless agreed to separately in writing, payment is to be made in advance of shipment by authorized credit card, cashiers check, or other negotiable instrument. In those cases where Mazda Computing, in its sole discretion, allows credit terms, payment shall be made within twenty (20) days of shipment. Payments not received within thirty (30) days will be charged a late fee of thirty-nine (39) dollars plus an interest fee of three percent (3%) per month or thirty-six percent (36%) per annum on the balance due. Buyer shall also pay Seller’s cost of collection (including reasonable attorney’s fees). Seller may refuse or delay shipments if Buyer fails to pay promptly any payments due to the Seller.
All Equipment delivered pursuant to the terms of this Agreement shall be marked for shipment to your address and delivered to you or your carrier F.O.B. (as defined in the Uniform Commercial Code as implemented by the state of California, U.S.A.) Mazda Computing’s manufacturing plant.
Unless otherwise agreed to in writing, you agree to accept partial shipments and pay for Product comprising a partial shipment, net thirty (30) days after the date of Mazda Computing’s invoice; provided, however, that Mazda Computing will only submit an invoice for Product that has shipped.
Until the purchase price and all other charges payable to Mazda Computing have been received in full, Mazda Computing hereby retains and you hereby grant to Mazda Computing security interest in the Equipment delivered to you and any proceeds there from.
5Restocking Charges Cancellation Policy
You may cancel your order upon written notice to Mazda Computing up to fifteen (15) days prior to scheduled shipment by paying to Mazda Computing a ten percent (10%) restocking charge. Mazda Computing will not accept cancellations within fifteen (15) days of scheduled shipment. You agree that such cancellation charge represents a fair and reasonable estimate of costs to Mazda Computing related to such cancellation. Orders for custom products of any nature are noncancellable and nonreturnable.
You agree to comply with all applicable laws and regulations of the various states and of the United States. You hereby agree that you do not intend to, and will not knowingly, without the prior written approval, if required, of the Office of Export Administration of the U.S. Department of Commerce or any other applicable government agency, export, either directly or indirectly, any Equipment or any portion of Equipment, or any software or any portion of software, to any country for which such approval is required. You further acknowledge that the Equipment and software may also be subject to the export laws and regulations of the country in which the Equipment and software is received, and that you will abide by such laws and regulations. You also understand that the requirements and restrictions of U.S. Law may vary depending on the Equipment and software delivered and may change over time and that, to determine the precise controls applicable to the Equipment and software acquired, it is necessary for you to refer to the U.S. Export Administration Regulations and the U.S. Foreign Assets Control Regulations, or other applicable export regulations.
7 Warranty for Equipment
Mazda Computing warrants all Equipment to be free from material defects in workmanship or materials for a period of three (3) years from date of shipment. If at any time within three (3) year after shipment the Equipment does not function as warranted, return it and Mazda Computing will repair or replace it without charge. It is the customers responsibility to pay shipping charges to return the Equipment to us for repair or replacement. Equipment shipped back to you after warranty repair is standard Ground Shipping with the ability for the customer to upgrade the shipping method at the customers expense. For example, if you ship Equipment to Mazda Computing using two-day express shipping, Mazda Computing will schedule to return the repaired item to you using ground shipping, if a two-day shipping method is preferred, you will be charged the difference in price between ground and 2nd day. If any Equipment is subject to federal or state consumer warranty laws, and subject to applicable law, Mazda Computing’s statement of limited warranty included with the Equipment applies in place of these warranties. Misuse, accident, modification, unsuitable physical or operating environment, improper maintenance by you or failure caused by an item for which Mazda Computing is not responsible may void these warranties. THIS WARRANTY REPLACES ANY OTHER WARRANTY, AND Mazda Computing MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8No Warranty for Software
Mazda Computing systems may include software that is licensed free of charge. Such software is provided under the terms of the Open Source compliant license, or other third party license, which governs its distribution, copying and modification, and is provided by Mazda Computing on an “AS IS” basis, without warranty of any kind, either expressed or implied, including, but not limited to the implied warranties of merchantability and fitness for a particular purpose, to the extent permitted by applicable law. The entire risk as the quality and performance of the software is with you. Should the software prove defective, you assume the cost of all necessary servicing, repair or correction. IN NO EVENT UNLESS REQUIRED BY APPLICABLE LAW WILL Mazda Computing BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OF LOSSES SUSTAINED BY YOU OR THIRD PARTIES OR A FAILURE OF THE SOFTWARE TO OPERATE WITH ANY OTHER SOFTWARES), EVEN IF SUCH HOLDER OR OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9Limitation of Liability
If Mazda Computing defaults, or because of other liability you are entitled to recover damages from Mazda Computing, then, regardless of the basis on which you are entitled to claim damages, Mazda Computing is only liable for the amount of any actual loss or damage up to the charges for the Equipment that is the subject of the claim. This limit also applies to any subcontractor, reseller, programmer, or developer as the maximum for which we are collectively responsible. UNDER NO CIRCUMSTANCES IS Mazda Computing LIABLE FOR THIRD-PARTY CLAIMS AGAINST YOU FOR LOSSES OR DAMAGES; LOSS OF OR DAMAGE TO YOUR RECORDS OR DATA; OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR SAVINGS), SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, EVEN IF Mazda Computing HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10Applications with Inherent High Risk
You acknowledge that Product is not specifically designed, manufactured or intended for use in applications that are inherently high risk, such as those connected with the design, construction, maintenance, and/or operation of any (i) nuclear facility, (ii) aircraft, aircraft communication or aircraft ground support system, or (iii) life support system. Except as otherwise provided herein, Mazda Computing will not be liable to you or any third party, in whole or in part, for any claims or damages arising from such use, and you agree to indemnify, defend (with counsel approved in writing in advance by Mazda Computing) and hold Mazda Computing harmless against any claims for cost, damage, expense (including reasonable attorneys’ fees) or liability arising out of or in connection with any such use.
You may not assign your rights, duties or obligations hereunder without the prior written permission of Mazda Computing; any attempt to make such an assignment without Mazda Computing’s permission will be null and void.
In no event will Mazda Computing be liable for delays or failure to fulfill its obligations hereunder arising because of acts of God, fire, labor disputes of any nature, supplier failure or delay, insurrection or other causes beyond the reasonable control of Mazda Computing.
The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom.
This Agreement and any order issued hereunder shall be in all respects governed by the laws of the State of California without reference to conflict of law principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. The parties hereby agree that any dispute relating to the Equipment sold and software provided hereunder shall be subject to the exclusive personal jurisdiction and venue of the United States District Court for the Northern District of California, San Jose and the Superior and Municipal Courts of the State of California, Santa Clara County, and the parties hereby consent to such jurisdiction and venue and waive any obligations thereto.