BINDING TERMS AND CONDITIONS OF SALE.
The following are the terms and conditions ("Terms and Conditions") for the sale of products ("Products") by NavWorx, Incorporated ("NavWorx") to NavWorx' customers ("Customers").
1. ACCEPTANCE AND CANCELLATION OF ORDERS
All orders are subject to acceptance in writing by NavWorx or a duly authorized agent of NavWorx. Any written acknowledgement of receipt of an order shall not, in and of itself, constitute such acceptance. Orders accepted by NavWorx may be cancelled by Customer upon written consent of NavWorx provided such order is not governed by a Purchase Agreement Letter. In the event of cancellation or other withdrawal of an order for any reason, and without limiting any other remedy which NavWorx may have as a result of such cancellation or other withdrawal, reasonable cancellation or restocking charges shall include all expenses incurred and commitments made by NavWorx, and shall be paid by Customer to NavWorx. Customer requests to reschedule are subject to acceptance by NavWorx in its sole discretion. Orders may not be canceled or rescheduled after the order has been submitted by NavWorx to the shipment carrier. NavWorx reserves the right to allocate sales and limit quantities of selected Products among its customers in its sole discretion. Product specifications and availability are subject to change without prior notice.
Customer must notify NavWorx within 14 days from date of shipment of any defective product. (See NAVWORX' LIMITED WARRANTY for further information.) Returns are normally accepted when completed within 30 days of the ship date. If NavWorx agrees to accept a return, return freight charges must be prepaid by customer. NavWorx will not accept C.O.D. shipments. Contact a sales representative for a Return Materials Authorization Number and addressing instructions prior to returning product.
Orders are billed at the prices in effect at the time of shipment. Prices will be as specified by NavWorx and will be applicable for the period specified in NavWorx' quote. If no period is specified, quoted prices will be applicable for thirty (30) days. The website reflects the latest pricing information available at the time of printing. Prices shown in the website are subject to change without notice. Prices are subject to increase in the event of an increase in NavWorx' costs or other circumstances beyond NavWorx' reasonable control. Prices are exclusive of taxes, impositions and other charges, including sales, use, excise, value-added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent's and broker's fees, bank fees, consular fees, and document fees.
3. TERMS OF PAYMENT
All payments must be made in the currency billed on the original invoice.
Credit cards accepted include major credit cards, purchase cards, and major bank debit cards including MasterCard, VISA, and Discover. Credit Card billing information must be verified on new customers prior to shipment of order. Payment via net thirty (30) days is available to businesses with three references or as otherwise specified by NavWorx.
3.1 TERMS OF PAYMENT
For All Orders
Customer agrees to pay the entire net amount of each invoice from NavWorx pursuant to the terms of each such invoice, without offset or deduction. Orders are subject to credit approval by NavWorx, which may in its sole discretion at any time change the terms of Customer's credit, require payment in cash, bank wire transfer/EFT or by official bank check, and/or require payment of any or all amounts due or to become due for Customer's order before shipment of any or all of the Products. If NavWorx reasonably believes that the Customer's ability to make payments may be impaired or if Customer fails to pay any invoice when due, NavWorx may suspend delivery of any order or any remaining balance thereof, until such payment is made or cancel any order or any remaining balance thereof. Customer will remain liable to pay for any Products already. Customer agrees to submit such financial information as NavWorx may reasonably require for determination of credit terms and/or continuation of credit terms. Checks are accepted subject to collection and the date of collection will be deemed the date of payment. Any check received from Customer may be applied by NavWorx against any obligation owing by Customer to NavWorx under this or any other contract, regardless of any statement appearing on or referring to such check, without discharging Customer's liability for any additional amounts owing by Customer to NavWorx. The acceptance by NavWorx of such check will not constitute a waiver of NavWorx' right to pursue the collection of any remaining balance. Invoices not paid when due will bear interest to date of payment at the annual rate of eighteen (18%) percent or such lower rate as may be the maximum permitted by law. If Customer fails to make payment when due, NavWorx may pursue any legal or equitable remedies, in which event NavWorx will be entitled to reimbursement of costs for collection and reasonable attorneys' fees. There is a $25 (USD) service charge on all returned checks.
4. SALES TAX
When required by law NavWorx will collect Federal, State and/or Local sale, use, excise, and other taxes that apply to a Customer's shipment. These taxes are in addition to the purchase price of the Products subject to an order. Customer will remit the correct tax unless customer is tax exempt and NavWorx has a valid signed tax exemption certificate on file.
All applicable VAT, PST, HST, and/or GST charges along with brokerage fees will be the responsibility of the Customer and due at the time of delivery.
5. DELIVERY AND TITLE
All shipments by NavWorx are F.O.B. point of shipment from NavWorx' facility and the amount of all transportation charges will be paid to NavWorx by the Customer in addition to the purchase price of the Products. Subject to NavWorx' right of stoppage in transit, delivery of the Products to the carrier will constitute delivery to Customer and title and risk of loss will pass to Customer. NavWorx will make reasonable efforts to initiate shipment and schedule delivery as close as possible to Customer's requested delivery date(s). Customer acknowledges that delivery dates provided by NavWorx are estimates only and that NavWorx will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by NavWorx unless specifically designated by Customer. NavWorx reserves the right to make deliveries in installments. Delay in delivery of one installment will not entitle Customer to cancel any other installment(s). Delivery of any installment of Products within thirty (30) days after the date requested will constitute a timely delivery. Delivery of a quantity that varies from the quantity specified shall not relieve Customer of the obligation to accept delivery and pay for the Products delivered.
6. NAVWORX TWO YEAR LIMITED WARRANTY
NavWorx products are warranted to be free from defects in material and workmanship for two years from the date of original purchase. For the duration of the warranty period, at its option, NavWorx will repair or replace any product which fails during normal use. No charge will be made to the customer for parts and labor for product repair or replacement provided that the customer shall be responsible for all shipping cost. NavWorx, at its sole discretion, retains the exclusive right to either repair or replace the product unit with a new unit or with a newly reconditioned unit. Any replacement product will be warranted for the remainder of the original warranty period or ninety (90) days, whichever is longest.
This Limited Warranty does not apply if (a) the product has not been installed, operated, or maintained in accordance with instructions supplied by NavWorx, (b) has been altered, except by NavWorx or its authorized representative, (c) has been subjected to abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or accident, or (d) the factory applied original case seals or serial number label has been broken, altered or removed from the product.
Disclaimer of Warranty
EXCEPT AS SPECIFIED IN THIS WARRANTY SECTION, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, STATUTORY OR OTHERWISE ARE HEREBY EXCLUDED TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED. SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY. THIS WARRANTY GIVES THE CUSTOMER SPECIAL LEGAL RIGHTS AND THE CUSTOMER MAY HAVE OTHER LEGAL RIGHTS THAT MAY VARY FROM JURISDICTION TO JURISDICTION.
NAVWORX SHALL NOT BE LIABLE, IN ANY EVENT, FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER RESULTING FROM THE USE, MISUSE OR INABILITY TO USE THE PRODUCT OR FROM DEFECTS IN THE PRODUCT. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
7. LIMITATION OF LIABILITIES
IN NO EVENT SHALL NAVWORX BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE including, but not limited to, damages resulting from loss of profit or revenue, recall costs, claims for service interruptions or failure to supply downtime, testing, installation or removal costs, costs of substitute products, property damage, personal injury, death or legal expenses. Customer's recovery from NavWorx for any claim shall not exceed the purchase price paid by Customer for the goods, irrespective of the nature of the claim, whether in warrant, contract or otherwise.
Customer agrees to indemnify and hold NavWorx, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys' fees and costs, made by any third party due to or arising out of Customers use of the product.
9. STATEMENTS AND ADVICE
If statements or advice, technical or otherwise, are offered or given to Customer, such statements or advice will be deemed to be given as an accommodation to Customer and without charge. NavWorx shall have no responsibility or liability for the content or use of such statements or advice. NavWorx Technical support is provided by telephone and, therefore, extremely limited in scope which prevents us from the direct participation in the installation of the product into the customers aircraft.
10. INTELLECTUAL PROPERTY
All products are covered under the following End User License Agreement (EULA).
By installing or using the ADS600 ("product"), you agree to be bound by the terms and conditions of this license agreement. Please read this agreement carefully. NavWorx grants you a limited, non-exclusive license to use the product. Title, ownership rights, and intellectual property rights in and to the product remain with NavWorx.
If you do not agree to the terms of this EULA, NavWorx Inc. is unwilling to license the product to you. In such event, you may not use the licensed product, and you should promptly contact NavWorx for a refund. The product must not have been used or installed in order to obtain a full refund.
You acknowledge that the product is the property of NavWorx and is protected under United States of America copyright laws and international copyright treaties. You further acknowledge that the structure, organization, and source design of the hardware and software are valuable trade secrets of NavWorx. You agree not to open the product, break the EULA seal, nor decompile, disassemble, modify, reverse assemble, reverse engineer, or reduce to human readable form the hardware or software or any part thereof or create any derivative works based on the product.
Except as expressly provided in the limited warranty section, the products' hardware and its operating system software are provided to you "as is" without warranty of any kind, either expressed or implied, including, but not limited to, warranties of non-infringement, merchantability, and /or fitness for a particular purpose. The entire risk of the quality and performance of both the software and hardware is with the user.
No Liability for Consequential Damages
NavWorx Inc. and its suppliers shall not be held liable for any damages suffered or incurred by you (including, but not limited to, general, special, consequential or incidental damages for loss of business profits, business interruption, personal compensation and the like), arising from or in connection with the delivery, use, or performance of the product and its software.
NavWorx Inc. and its suppliers entire liability and your exclusive remedy shall be, at NavWorx' option, either (1) return of the product purchase price, not to exceed list price, or (2) repair or replacement of the product which is returned to NavWorx with original proof of purchase.
11. FORCE MAJEURE
NavWorx will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots or war. NavWorx' time for delivery or performance will be extended by the period of such delay or NavWorx may, at its option, cancel any order or remaining part thereof, without liability by giving notice to Customer.
12. EXPORT CONTROL
NavWorx Electronics is committed to compliance with all U.S. Export Regulations and Laws. NavWorx will not sell or ship to countries embargoed by the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC). NavWorx will not sell or ship to individuals or organizations identified by the U.S. Treasury as Specially Designated Nationals and Blocked Persons. NavWorx will not sell or ship products prohibited under Export Administration Regulations to individuals or organizations identified by the U.S. Department of Commerce, Bureau of Industry and Security (BIS). NavWorx will not seek export licenses pursuant to Export Administration Regulations. NavWorx participates in BIS Export Enforcement and OFAC transaction reporting. Furthermore, NavWorx prohibits the re-export, brokering or transshipment of its products to any individual, organization or country prohibited by the OFAC or BIS. The sale, resale or other disposition of Products, and any related technology or documentation, are subject to the export control laws, regulations and orders of the United States and may be subject to the export and/or import control laws and regulations of other countries. Customer agrees to comply with all such laws, regulations and orders. Customer further acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Customer acknowledges its responsibility to obtain any license to export, re-export or import as may be required.
The Terms and Conditions may not be modified or cancelled without NavWorx' written agreement. Accordingly, goods furnished and services rendered by NavWorx are sold only on the terms and conditions stated herein. The sale of Products hereunder will be governed by the Terms and Conditions, notwithstanding contrary or additional terms and conditions in any order purchase order, planning schedule, acknowledgment, confirmation or any other form or document issued by either party affecting the purchase and/or sale of Products. Notwithstanding any terms and conditions on Customer's order, the information and conditions on the Credit Application are controlling over Customer and NavWorx. Any conflicting statements or terms listed on the Customer purchase orders, invoices, confirmations or other Customer generated documents ("Customer Documents"), whether heretofore or hereafter submitted, are negated by submission of the Credit Application and the issuance of credit by NavWorx, and all different or additional terms and conditions contained in any Customer Documents are hereby objected to by NavWorx. NavWorx' performance of any contract is expressly made conditional on Customer's agreement to NavWorx' Terms and Conditions of Sale, unless otherwise specifically agreed upon in writing by NavWorx. In the absence of such agreement, commencement of performance and/or delivery shall be for Customer's convenience only and shall not be deemed or construed to be acceptance of Customer's terms and conditions or any of them. If a contract is not earlier formed by mutual agreement in writing, acceptance by Customer of any goods or services shall be deemed acceptance by Customer of the terms and conditions stated herein. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by operation of law, merger or otherwise, without the prior written consent of NavWorx. The obligations, rights, terms and conditions hereof will be binding on the parties hereto and their respective successors and assigns. The waiver or breach of any term, condition or covenant hereof, or default under any provision hereof, will not be deemed to constitute a waiver of any other term, condition, or covenant contained herein, or of any subsequent breach or default of any kind or nature. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction, or affecting the validity or enforceability of such provision in any other jurisdiction. The Terms and Conditions will be governed by and construed in accordance with the laws of the state of Texas and the applicable laws of the United States.