Site Terms and Conditions of Use
1. User's Acknowledgment and Acceptance of Terms
Afka Group International Inc. ("Us" or "We") provides the American pro site and various
related services (collectively, the "site") to you, the user, subject to your
compliance with all the terms, conditions, and notices contained or referenced
herein (the "Terms of Use"), as well as any other written agreement between us
and you. In addition, when using particular services or materials on this site,
users shall be subject to any posted rules applicable to such services or
materials that may contain terms and conditions in addition to those in these
Terms of Use. All such guidelines or rules are hereby incorporated by reference
into these Terms of Use.
These Terms of Use are effective as of 9/2/2010. We expressly reserve the right
to change these Terms of Use from time to time without notice to you. You
acknowledge and agree that it is your responsibility to review this site and
these Terms of Use from time to time and to familiarize yourself with any
modifications. Your continued use of this site after such modifications will
constitute acknowledgement of the modified Terms of Use and agreement to abide
and be bound by the modified Terms of Use.
As used in these Terms of Use, references to our "Affiliates" include our
owners, subsidiaries, affiliated companies, officers, directors, suppliers,
partners, sponsors, and advertisers, and includes (without limitation) all
parties involved in creating, producing, and/or delivering this site and/or its
contents.
2. Description of Services
We make various services available on this site including, but not
limited to, Manufacturers, distributors, wholesalers and brand name (OEM)
manufacturing world wide., and other like services. You are responsible for
providing, at your own expense, all equipment necessary to use the services,
including a computer, modem, and Internet access (including payment of all fees
associated with such access).
We reserve the sole right to either modify or discontinue the site, including
any of the site?s features, at any time with or without notice to you. We will
not be liable to you or any third party should we exercise such right. Any new
features that augment or enhance the then-current services on this site shall
also be subject to these Terms of Use.
3. Conduct on Site
Your use of the site is subject to all applicable laws and regulations,
and you are solely responsible for the substance of your communications through
the site. By posting information in or otherwise using any communications
service, chat room, message board, newsgroup, software library, or other
interactive service that may be available to you on or through this site, you
agree that you will not upload, share, post, or otherwise distribute or
facilitate distribution of any content -- including text, communications,
software, images, sounds, data, or other information -- that:
a. is unlawful, threatening, abusive, harassing, defamatory, libelous,
deceptive, fraudulent, invasive of another?s privacy, tortious, contains
explicit or graphic descriptions or accounts of sexual acts (including but not
limited to sexual language of a violent or threatening nature directed at
another individual or group of individuals), or otherwise violates our rules or
policies;
b. victimizes, harasses, degrades, or intimidates an individual or group of
individuals on the basis of religion, gender, sexual orientation, race,
ethnicity, age, or disability;
c. infringes on any patent, trademark, trade secret, copyright, right of
publicity, or other proprietary right of any party;
d. constitutes unauthorized or unsolicited advertising, junk or bulk email (also
known as "spamming"), chain letters, any other form of unauthorized
solicitation, or any form of lottery or gambling;
e. contains software viruses or any other computer code, files, or programs that
are designed or intended to disrupt, damage, or limit the functioning of any
software, hardware, or telecommunications equipment or to damage or obtain
unauthorized access to any data or other information of any third party; or
f. impersonates any person or entity, including any of our employees or
representatives.
We neither endorse nor assume any liability for the contents of any material
uploaded or submitted by third party users of the site. We generally do not
pre-screen, monitor, or edit the content posted by users of communications
services, chat rooms, message boards, newsgroups, software libraries, or other
interactive services that may be available on or through this site. However, we
and our agents have the right at their sole discretion to remove any content
that, in our judgment, does not comply with these Terms of Use and any other
rules of user conduct for our site, or is otherwise harmful, objectionable, or
inaccurate. We are not responsible for any failure or delay in removing such
content. You hereby consent to such removal and waive any claim against us
arising out of such removal of content. See "Use of Your Materials" below for a
description of the procedures to be followed in the event that any party
believes that content posted on this site infringes on any patent, trademark,
trade secret, copyright, right of publicity, or other proprietary right of any
party.
In addition, you may not use your account to breach security of another account
or attempt to gain unauthorized access to another network or server. Not all
areas of the site may be available to you or other authorized users of the site.
You shall not interfere with anyone else?s use and enjoyment of the site or
other similar services. Users who violate systems or network security may incur
criminal or civil liability.
You agree that we may at any time, and at our sole discretion, terminate your
membership, account, or other affiliation with our site without prior notice to
you for violating any of the above provisions. In addition, you acknowledge that
we will cooperate fully with investigations of violations of systems or network
security at other sites, including cooperating with law enforcement authorities
in investigating suspected criminal violations.
4. Third Party Sites and Information
This site may link you to other sites on the Internet or otherwise
include references to information, documents, software, materials and/or
services provided by other parties. These sites may contain information or
material that some people may find inappropriate or offensive. These other sites
and parties are not under our control, and you acknowledge that we are not
responsible for the accuracy, copyright compliance, legality, decency, or any
other aspect of the content of such sites, nor are we responsible for errors or
omissions in any references to other parties or their products and services. The
inclusion of such a link or reference is provided merely as a convenience and
does not imply endorsement of, or association with, the site or party by us, or
any warranty of any kind, either express or implied.
5. Intellectual Property Information
Copyright (c) 9/2/2010 American pro All Rights Reserved.
For purposes of these Terms of Use, "content" is defined as any information,
data, communications, software, photos, video, graphics, music, sounds, and
other material and services that can be viewed by users on our site. This
includes message boards, chat, and other original content.
By accepting these Terms of Use, you acknowledge and agree that all content
presented to you on this site is protected by copyrights, trademarks, service
marks, patents or other proprietary rights and laws, and is the sole property of
American pro and/or its Affiliates. You are only permitted to use the content as
expressly authorized by us or the specific content provider. Except for a single
copy made for personal use only, you may not copy, reproduce, modify, republish,
upload, post, transmit, or distribute any documents or information from this
site in any form or by any means without prior written permission from us or the
specific content provider, and you are solely responsible for obtaining
permission before reusing any copyrighted material that is available on this
site. Any unauthorized use of the materials appearing on this site may violate
copyright, trademark and other applicable laws and could result in criminal or
civil penalties.
Neither we or our Affiliates warrant or represent that your use of materials
displayed on, or obtained through, this site will not infringe the rights of
third parties. See "User's Materials" below for a description of the procedures
to be followed in the event that any party believes that content posted on this
site infringes on any patent, trademark, trade secret, copyright, right of
publicity, or other proprietary right of any party.
All custom graphics, icons, logos and service names are registered trademarks,
trademarks or service marks of American pro or its Affiliates. All other
trademarks or service marks are property of their respective owners. Nothing in
these Terms of Use grants you any right to use any trademark, service mark,
logo, and/or the name of American pro or its Affiliates.
6. Unauthorized Use of Materials
Subject to our Privacy Policy, any communication or material that you
transmit to this site or to us, whether by electronic mail, post, or other
means, for any reason, will be treated as non-confidential and non-proprietary.
While you retain all rights in such communications or material, you grant us and
our agents and affiliates a non-exclusive, paid-up, perpetual, and worldwide
right to copy, distribute, display, perform, publish, translate, adapt, modify,
and otherwise use such material for any purpose regardless of the form or medium
(now known or not currently known) in which it is used.
Please do not submit confidential or proprietary information to us unless we
have mutually agreed in writing otherwise. We are also unable to accept your
unsolicited ideas or proposals, so please do not submit them to us in any
circumstance.
We respect the intellectual property of others, and we ask you to do the same.
If you or any user of this site believes its copyright, trademark or other
property rights have been infringed by a posting on this site, you or the user
should send notification to our Designated Agent (as identified below)
immediately. To be effective, the notification must include:
1. Identify in sufficient detail the copyrighted work that you believe has been
infringed upon or other information sufficient to specify the copyrighted work
being infringed).
2. Identify the material that you claim is infringing the copyrighted work
listed in item #1 above.
3. Provide information reasonably sufficient to permit us to contact you (email
address is preferred).
4. Provide information, if possible, sufficient to permit us to notify the
owner/administrator of the allegedly infringing webpage or other content (email
address is preferred).
5. Include the following statement: "I have a good faith belief that use of the
copyrighted materials described above as allegedly infringing is not authorized
by the copyright owner, its agent, or the law."
6. Include the following statement: "I swear, under penalty of perjury, that the
information in the notification is accurate and that I am the copyright owner or
am authorized to act on behalf of the owner of an exclusive right that is
allegedly infringed."
7. Sign the paper.
8. Send the written communication to the following address:
Designated Agent for Claimed Infringement:
Contact: AmericanPro
Phone: 909-991-7166
You acknowledge and agree that upon receipt of a notice of a claim of copyright
infringement, we may immediately remove the identified materials from our site
without liability to you or any other party and that the claims of the
complaining party and the party that originally posted the materials will be
referred to the United States Copyright Office for adjudication as provided in
the Digital Millennium Copyright Act.
7. Disclaimer of Warranties
ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED ON AN "AS IS" AND
"AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT
LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES AND MATERIALS
WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES AND MATERIALS WILL BE
UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE
OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE
OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION
PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET
YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR
TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS
SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT
ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF
DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.
THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS
THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR
AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER
SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
Through your use of the site, you may have the opportunities to engage in
commercial transactions with other users and vendors. You acknowledge that all
transactions relating to any merchandise or services offered by any party,
including, but not limited to the purchase terms, payment terms, warranties,
guarantees, maintenance and delivery terms relating to such transactions, are
agreed to solely between the seller or purchaser of such merchandize and
services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED
THROUGH, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH
TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS
PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION
AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH
THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.
Content available through this site often represents the opinions and judgments
of an information provider, site user, or other person or entity not connected
with us. We do not endorse, nor are we responsible for the accuracy or
reliability of, any opinion, advice, or statement made by anyone other than an
authorized American pro spokesperson speaking in his/her official
capacity. Please refer to the specific editorial policies posted on various
sections of this site for further information, which policies are incorporated
by reference into these Terms of Use.
You understand and agree that temporary interruptions of the services available
through this site may occur as normal events. You further understand and agree
that we have no control over third party networks you may access in the course
of the use of this site, and therefore, delays and disruption of other network
transmissions are completely beyond our control.
You understand and agree that the services available on this site are provided
"AS IS" and that we assume no responsibility for the timeliness, deletion, mis-delivery
or failure to store any user communications or personalization settings.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES,
SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
8. Limitation of Liability
IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD
PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES
OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE
RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT
OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEB SITE REFERENCED OR
LINKED TO FROM THIS SITE.
FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES
OFFERED THROUGH THIS SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL
TRANSACTIONS THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF
ORDERS.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO
YOU.
9. Indemnification
Upon a request by us, you agree to defend, indemnify, and hold us and our
Affiliates harmless from all liabilities, claims, and expenses, including
attorney's fees, that arise from your use or misuse of this site. We reserve the
right, at our own expense, to assume the exclusive defense and control of any
matter otherwise subject to indemnification by you, in which event you will
cooperate with us in asserting any available defenses.
10. Security and Password
You are solely responsible for maintaining the confidentiality of your
password and account and for any and all statements made and acts or omissions
that occur through the use of your password and account. Therefore, you must
take steps to ensure that others do not gain access to your password and
account. Our personnel will never ask you for your password. You may not
transfer or share your account with anyone, and we reserve the right to
immediately terminate your account if you do transfer or share your account.
11. Participation in Promotions
From time to time, this site may include advertisements offered by third
parties. You may enter into correspondence with or participate in promotions of
the advertisers showing their products on this site. Any such correspondence or
promotions, including the delivery of and the payment for goods and services,
and any other terms, conditions, warranties or representations associated with
such correspondence or promotions, are solely between you and the advertiser. We
assume no liability, obligation or responsibility for any part of any such
correspondence or promotion.
12. E-mail, Messaging, Blogging, and Chat Services
We may make email, messaging, blogging, or chat services (collectively,
"Communications") available to users of our site, either directly or through a
third-party provider. We make available separate supplemental agreements
characterizing the relationship between you and us that, except where expressly
noted or contradictory, includes these Terms.
We will not inspect or disclose the contents of private Communications except
with the consent of the sender or the recipient, or in the narrowly-defined
situations provided under the Electronic Communications Privacy Act, or as other
required by law or by court or governmental order. Further information is
available in our Privacy Policy.
We may employ automated monitoring devices or techniques to protect our users
from mass unsolicited communications (also known as "spam") and/or other types
of electronic communications that we deem inconsistent with our business
purposes. However, such devices or techniques are not perfect, and we will not
be responsible for any legitimate communication that is blocked, or for any
unsolicited communication that is not blocked.
Mailboxes may have a limited storage capacity. If you exceed the maximum
permitted storage space, we may employ automated devices that delete or block
email messages that exceed the limit. We will not be responsible for such
deleted or blocked messages.
13. International Use
Although this site may be accessible worldwide, we make no representation
that materials on this site are appropriate or available for use in locations
outside the United States, and accessing them from territories where their
contents are illegal is prohibited. Those who choose to access this site from
other locations do so on their own initiative and are responsible for compliance
with local laws. Any offer for any product, service, and/or information made in
connection with this site is void where prohibited.
14. Termination of Use
You agree that we may, in our sole discretion, terminate or suspend your
access to all or part of the site with or without notice and for any reason,
including, without limitation, breach of these Terms of Use. Any suspected
fraudulent, abusive or illegal activity may be grounds for terminating your
relationship and may be referred to appropriate law enforcement authorities.
Upon termination or suspension, regardless of the reasons therefore, your right
to use the services available on this site immediately ceases, and you
acknowledge and agree that we may immediately deactivate or delete your account
and all related information and files in your account and/or bar any further
access to such files or this site. We shall not be liable to you or any third
party for any claims or damages arising out of any termination or suspension or
any other actions taken by us in connection with such termination or suspension.
15. Governing Law
This site (excluding any linked sites) is controlled by us from our
offices within the California, United States of America. It can be accessed from
all 50 states, as well as from other countries around the world. As each of
these places has laws that may differ from those of California, by accessing
this site both of us agree that the statutes and laws of the State of
California, without regard to the conflicts of laws principles thereof and the
United Nations Convention on the International Sales of Goods, will apply to all
matters relating to the use of this site and the purchase of products and
services available through this site. Each of us agrees and hereby submits to
the exclusive personal jurisdiction and venue any court of competent
jurisdiction within the State of California with respect to such matters.
16. Legal Notices
All notices to a party shall be in writing and shall be made either via
email or conventional mail. Notices to us must be sent to the attention of
Customer Service at contact@AmericanPro.net , if by email, or at 981 W.
Arrow Hwy #352 San Dimas CA 91773 if by conventional mail. We may
broadcast notices or messages through the site to inform you of changes to the
site or other matters of importance, and such broadcasts shall constitute notice
to you at the time of sending.
17. Entire Agreement
These terms and conditions constitute the entire agreement and
understanding between us concerning the subject matter of this agreement and
supersedes all prior agreements and understandings of the parties with respect
to that subject matter. These Terms of Use may not be altered, supplemented, or
amended by the use of any other document(s). Any attempt to alter, supplement or
amend this document or to enter an order for products or services which are
subject to additional or altered terms and conditions shall be null and void,
unless otherwise agreed to in a written agreement signed by you and us. To the
extent that anything in or associated with this site is in conflict or
inconsistent with these Terms of Use, these Terms of Use shall take precedence.
18. Miscellaneous
In any action to enforce these Terms of Use, the prevailing party will be
entitled to costs and attorney's fees. Any cause of action brought by you
against us or our Affiliates must be instituted with one year after the cause of
action arises or be deemed forever waived and barred.
You may not assign your rights and obligations under these Terms of Use to any
party, and any purported attempt to do so will be null and void. We may free
assign our rights and obligations under these Terms of Use.
You agree not to sell, resell, reproduce, duplicate, copy or use for any
commercial purposes any portion of this site, or use of or access to this site.
In addition to any excuse provided by applicable law, we shall be excused from
liability for non-delivery or delay in delivery of products and services
available through our site arising from any event beyond our reasonable control,
whether or not foreseeable by either party, including but not limited to, labor
disturbance, war, fire, accident, adverse weather, inability to secure
transportation, governmental act or regulation, and other causes or events
beyond our reasonable control, whether or not similar to those which are
enumerated above.
If any part of these Terms of Use is held invalid or unenforceable, that portion
shall be construed in a manner consistent with applicable law to reflect, as
nearly as possible, the original intentions of the parties, and the remaining
portions shall remain in full force and effect.
Any failure by us to enforce or exercise any provision of these Terms of Use or
related rights shall not constitute a waiver of that right or provision.
19. Contact Information
Except as explicitly noted on this site, the services available through
this site are offered by Afka Group International Inc. located at 981 W. Arrow Hwy #352 San Dimas
CA 91773. Our telephone number is 909-599-5533. If you notice that any user is
violating these Terms of Use, please contact us at
Contact@AmericanPro.net .
Terms and Conditions of Sale
1. Sale and Purchase of Goods
Afka Group International Inc. ("Seller") hereby agrees to sell, and You ("Buyer") hereby
agree to purchase, goods of the description and quantity described on the
checkout window ("Checkout") and incorporated herein by this reference ("Goods")
on the terms and conditions set forth in this Agreement.
2. Purchase Price
Buyer agrees to pay the Purchase Price of the Goods as posted on this
website attached hereto.
3. Payment Terms
The total amount of the Purchase Price shall be payable by 30% deposit
and 70% when goods are ready to ship, in full by Buyer according to the payment
due date stated in the Proforma Invoice, deposits will not be refunded if orders
are cancelled, because there are material costs and losses for items once
production starts. Any portion of the Purchase Price unpaid past thirty (30)
days shall be considered overdue. All amounts past due are subject to a late
charge of the lesser of 2% per month (being twenty four percent (24%) per annum)
or the highest lawful rate. In addition, Seller shall have the right to pursue
any remedies available at law or as provided herein and shall be entitled to
reimbursement from Buyer for Seller's costs of collection, including attorney
fees, legal fees and costs and disbursements.
4. Delivery
Unless otherwise agreed in writing, delivery shall be made in accordance
with Seller's shipping policy in effect on the date of shipment. Delivery dates
provided by Seller are estimates only. Seller will make reasonable efforts to
deliver in accordance with such dates; however, Seller will not be liable for
failure to deliver as estimated and not be held accountable for loss of
business, such as advertisement or damages incurred with any delays. Unless
otherwise agreed in writing by Seller, Goods shall be packaged according to
Seller's standards and practices.
5. Limited Warranty
Seller supplies as its sole warranty the following:
Goods purchased from this website are under warranty for 1 year only unless
stated otherwise and signed by both parties. Afka Group International Inc. reserves the right to
withhold warranty services on products purchased from non-authorized internet
dealers. Purchasing products from non-authorized internet dealers voids your
warranty and limits your ability to get any assistance with your goods. Afka
Group International Inc. reserves the right to refuse service to customers who purchase their
products from non-authorized Internet dealers. To be safe you are encouraged to
buy only from Dealers listed on this website as Authorized Internet Dealers.
The warranty shall last for 1 year unless stated and signed otherwise and has
many limitations.
The warranties provided for herein shall be governed by Seller's warranty
policies in effect on the date of shipment. Warranty does not cover misuse,
abuse, tampered, poorly installed, stolen, or any damages incurred after the
receipt of goods. Customer may purchase insurance for delivery damages and Afka
Group International Inc. is not responsible for any shipping damages or delivery damages.
6. Disclaimer of Warranty/Limitation of Liability
Seller undertakes no responsibility for the quality of the Goods or that
the Goods will be fit for any particular purpose for which Buyer may be buying
the Goods, except as otherwise provided in this Agreement, and Seller disclaims
all other warranties and conditions, express or implied.
SELLER (INCLUDING ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS OR SUBCONTRACTORS, ALL OF WHICH ARE REFERRED TO HEREIN COLLECTIVELY AS
THE "SELLER AFFILIATES") SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCE TO BUYER OR
ANY OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES
ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE GOODS OR OTHERWISE, INCLUDING
BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOSS OF THE GOODS OR ANY ASSOCIATED
EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE OR REPLACEMENT EQUIPMENT,
FACILITIES OR SERVICES, DOWN TIME, BUYER'S TIME, LOST DATA, INJURY TO PROPERTY
OR ANY DAMAGES OR SUMS PAID BY BUYER TO THIRD PARTIES, EVEN IF SELLER OR ANY OF
THE SELLER AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE
FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY CLAIM IS BASED UPON
PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE, OR OTHER TORT, BREACH OF ANY
STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY
LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE.
IN NO EVENT SHALL SELLER OR ANY SELLER AFFILIATE BE LIABLE TO BUYER OR ANY OTHER
PARTY FOR LOSS, DAMAGE, OR INJURY OF ANY KIND OR NATURE ARISING OUT OF OR IN
CONNECTION WITH THESE TERMS AND CONDITIONS IN EXCESS OF THE NET PURCHASE PRICE
OF THE GOODS ACTUALLY DELIVERED TO AND PAID FOR BY BUYER HEREUNDER.
SELLER DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT WITH RESPECT TO THE GOODS
AND NONE OF SELLER OR ANY SELLER AFFILIATE SHALL HAVE ANY DUTY TO DEFEND,
INDEMNIFY, OR HOLD HARMLESS BUYER FROM AND AGAINST ANY OR ALL DAMAGES OR COSTS
INCURRED BY BUYER ARISING FROM THE INFRINGEMENT OF PATENTS OR TRADEMARKS OR
VIOLATION OF COPYRIGHTS BY ANY OF THE GOODS.
7. Force Majeure
Seller shall not be held responsible for any failure of performance to
make timely delivery of all or any part of the Goods in the event such failure
was due, in whole or in part, to federal, provincial or municipal action,
statute, ordinance or regulation, strike or other labor trouble, fire or other
damage to or destruction of, in whole or in part, the Goods or the manufacturing
facility for the Goods, the lack of or inability to obtain raw materials, labor,
fuel, electrical power, water or supplies, or any other cause, act of God,
contingency or circumstances not subject to the reasonable control of Seller,
which causes delays or hinders the manufacture or delivery of Goods. Seller
shall determine in good faith the extent to which it can reasonably control a
cause, contingency, or circumstance that affects the performance of its
obligations.
8. General
Buyer may not assign this Agreement without Seller's written consent.
Seller is the sole intended beneficiary of this Agreement. If there is any
inconsistency between this Agreement and any other agreement included with or
relating to the Goods, this Agreement shall govern. This Agreement may not be
modified, altered or amended without the written agreement of Seller. Any
additional or altered terms attached to any order submitted by Buyer shall be
null and void, unless expressly agreed to in writing by Seller. If any term of
this Agreement is illegal or unenforceable, the legality and enforceability of
the remaining provisions shall not be affected or impaired. This Agreement shall
be interpreted under the laws of the State of Virginia, without giving effect to
conflicts-of-law rules; and in the event of a dispute under this Agreement;
Buyer submits to the exclusive jurisdiction and venue of the courts of the
Commonwealth of Virginia and hereby waives any objection to such jurisdiction
and venue
