The following terms and conditions will govern the sale of hardware by IMRON Corporation (hereinafter “IMRON”), the sale of IMRON software, and any use of IMRON products. These terms and conditions are incorporated by the software license agreement and are applicable to all dealers and integrators (hereinafter “Reseller”) and end users (hereinafter individually referred to as “End User”). The Reseller and End User are referred to collectively, as applicable in each scenario, as the “Customer”.
Customer shall have the right to terminate this Agreement by giving thirty (30) days prior written notice to [email protected], provided; however, that Customer shall remain liable for all Fees for the remainder of the then current Term and Customer shall not be entitled to any refund or credit for any unused Term.
Term. The term of this Agreement shall commence on the Effective Date/Start date specified in the applicable Order and continue for the subscription term specified therein (the “Term”). Except as otherwise specified in the applicable Order, the Term shall automatically renew for additional periods equal to the expiring Term unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant Term (“Renewal Term”). The per-unit pricing during any such Renewal Term shall be the same as that during the prior Term unless Supplier has given Customer written notice of a pricing increase at least thirty (30) days before the end of such prior Term, in which case the pricing increase shall be effective upon Renewal Term and thereafter.
If the auto-renewal does not complete, due to insufficient funds the Customer will be issued a notification. If insufficient payment is not remedied within the Subscription period, the Subscription will be terminated. If the Customer is in breach of any term within the Agreement, the Subscription will be terminated.
IMRON agrees to sell to Customer the hardware listed on its website (the “Hardware”) for use in conjunction with the sale of IMRON software in accordance with the following terms and conditions.
“Software” refers to the software programs, firmware or microcode (e.g., licensed internal code) and documentation provided with the Hardware. Notwithstanding any other provisions of this Agreement, title to and ownership of the Software shall remain with IMRON at all times. IMRON agrees to sell Software licenses to Reseller for further resale to end user customers. Reseller agrees to pass through the Software and licenses exactly as ordered and received from IMRON. Reseller is responsible for required training of end users. In the alternative, IMRON agrees to sell Software licenses to End User for End User’s Software pursuant to any applicable license agreements which accompany the Software.
All new Customers will set up a prepay account with payment to be made via credit card or ACH. If credit terms are requested, IMRON may determine if IMRON, at its sole discretion, will assign Customer a credit limit based on Customer’s credit history with IMRON. At IMRON’s sole discretion, a credit line may be issued to Customer. Unless a credit line is established, Customer will pay for the products that it orders prior to shipment, or on terms as agreed by IMRON. Terms to customers with approved credit is net 30 days after date of invoice / shipment, which shall be electronically issued upon shipment of the units for that order, up to the established credit limit. Orders will become effective when accepted by IMRON and will be filled at the prices in effect at the time of shipment. All prices, terms, and specifications are subject to change without notice. From the date payment is due hereunder, IMRON may charge Customer interest at the rate of one and one-half percent per month (or such lesser rate as is the maximum permissible under applicable law). Customer is required to meet a minimum training level. At IMRON’S sole discretion, it may elect to extend, revise, or withdraw credit terms, require personal guarantees by responsible individuals, implement discount adjustments or terminate Customer’s account at any time based upon performance, volume, credit worthiness and training levels. As a condition of opening and maintaining the account, Customer authorizes IMRON reasonable and periodic credit inquiries with the references furnished.
The prices set forth on the IMRON website do not include any applicable taxes, export duties, and/or similar fees. Unless prohibited by law, Customer shall pay to IMRON any tax, export duty or similar fee assessed against or payable by IMRON on account of any aspect of IMRON’s performance hereunder. If Customer claims exemption from any such tax, Customer must provide a tax exemption certification to IMRON to justify such exemption. Customer shall select its desired method of shipment from the selections available on the IMRON website or specified in a purchase order at the time of placing its order. Risk of loss shall pass to Customer upon delivery of the Hardware by IMRON to the carrier.
Please note that certain restrictions may apply to some products and some products cannot be shipped internationally. When an order is placed, estimated shipping and delivery dates will be given based on the availability of the items and the selected shipping method. Depending on the shipping method selected, shipping date estimates may appear on the shipping quotes page. Shipping rates for many items are weight-based. The weight of such item can be found on its detail page. To reflect the policies of the shipping companies IMRON uses, all weights will be rounded up to the next full pound.
Drop shipments directly to the customer are available. Naturally, we do not include the discounted price paid by the dealer or distributor with the shipment. The distributor or dealer is responsible for the cost of the merchandise and the shipping cost. IMRON Corporation is not responsible for defects or damage caused by the Customer’s error. The same return policy applies to drop ship orders as all other orders. Drop shipping does not apply to international shipments as the distributor or dealer must provide a commercial invoice with its appropriate pricing.
All shipments from IMRON Corporation are FOB ORIGIN. IMRON Corporation will use your designated method of shipping using your shipping account if you include the information with your order. Otherwise, the options listed on our website are available.
All claims must be made within 10 days of shipment. All claims for damage incurred in shipment shall be the responsibility of the carrier, and should be placed with the carrier.
SOFTWARE WARRANTY INFORMATION:
IMRON warrants to Customers that the Software shall substantially conform to its published specifications as they exist at the date of Software delivery. IMRON’s sole obligation for breach of this warranty shall be to use its best efforts to correct such defects and conformance failures, and supply Customer with a corrected or updated version of such Software as soon as feasible after IMRON is informed of such defects or conformance failures.
IMRON warrants that it will use its best efforts to attempt to analyze, diagnose, and correct software system problems, to keep the software problems and to keep the software system and its documentation maintained, updated, and functioning. IMRON does not guarantee, warrant, or insure that the operation of the software will be uninterrupted or error-free or that all non-conformities can or will be corrected and Customer acknowledges that it is not technically practicable for IMRON to do so. IMRON DOES NOT GUARANTEE THAT THE SOFTWARE WILL MEET ALL OF CUSTOMER’S NEEDS.
IMRON’s warranty obligations shall be void if the licensed Software is modified without written consent of IMRON.
THE WARRANTIES AND REMEDIES SET FORTH ABOVE CONSTITUTE THE ONLY WARRANTIES OF IMRON AND CUSTOMER’S ONLY REMEDIES IN THE EVENT SUCH WARRANTIES ARE BREACHED. SUCH WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
THE FOLLOWING STATEMENT APPLIES WHERE LOCAL LAW REQUIRES: FOR AVOIDANCE OF DOUBT, CUSTOMER EXPRESSLY AGREES THIS IS NOT A CONSUMER CONTRACT FOR SALE OR HIRE PURCHASE AND THAT THE ABOVE EXCLUSIONS ARE REASONABLE.
NEITHER PARTY’S LIABILITY TO THE OTHER ARISING OUT OF THIS AGREEMENT WILL EXCEED THE TOTAL SUM RECEIVED BY IMRON FOR HARDWARE AND SOFTWARE LICENSES PROVIDED UNDER THIS AGREEMENT. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES, UNDER ANY CAUSE OF ACTION AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NOTWITHSTANDING THE FOREGOING, CLAIMS BY EITHER PARTY FOR CONTRIBUTION FROM THE OTHER PARTY FOR THIRD-PARTY BODILY INJURY, INCLUDING DEATH, AND DAMAGE TO REAL OR PERSONAL TANGIBLE PROPERTY ARE NOT WAIVED, RELEASED OR DISCLAIMED.
HARDWARE WARRANTY INFORMATION:
For hardware purchased from IMRON, any applicable manufacturer’s warranty will apply.
Returns can be made within 30 days of shipment. Returned items must be unused and in the same condition as when shipped by IMRON. A 30% restocking fee is charged for any cancelled or returned items. Customized products and software are NOT returnable.
In the event a product is found to be defective within the warranty period, Customer shall obtain an RMA number from IMRON and return the defective product to IMRON at Customer’s expense.
IMRON will not accept returns for hardware (i) not operated in a suitable environment as specified in the appropriate product description or (ii) not properly maintained and operated.
PLEASE NOTE: Products shipped out from IMRON undergo extensive testing to ensure that the product(s) are fully functional. If product(s) does not appear functional, check hardware settings (dip switches and jumpers) and software settings first before reporting a system defect.
ALL RETURNS must be accompanied with a RMA number.
To obtain an RMA number, fill out the ‘Return a Product’ form in the Contact Us page.
Please clearly mark the RMA number on the box of your return package.
Please ensure that the returned item is packaged properly and contains ALL original parts and components.
Ship package to:
Irvine, CA 92618
INSTALLATION AND TRAINING:
Reseller is responsible for the installation, maintenance and operation of the goods sold by it to end users as well as its marketing, training and promotional expenses. IMRON shall provide technical support to Customer once the Customer has accomplished minimum Basic and Advanced hardware and software training so long as Customer is still in active maintenance. Basic and Advanced training sessions are available in Web based sessions. In-house and on-site training is available at a fee established by IMRON. Technical support will include reasonable assistance with questions or problems concerning the installation and configuration of IMRON’s software and any hardware purchased from IMRON.
WAGE & HOUR COMPLIANCE:
IMRON certifies that it is in compliance with all applicable requirements of the Fair Labor Standards Act of 1938 as amended and with the regulations and orders of the Administration of the Wage and Hour Division issued thereunder.
IMRON is an equal opportunity employer.
This Agreement shall be governed by the laws of California, except for its choice of law rules, and the venue for any action or arbitration between the parties shall be Orange County, California. Any controversy, dispute, or claim of whatever nature arising out of, in connection with, or in relation to the interpretation, performance or breach of this AGREEMENT, including any claim based on contract, tort, or statute, shall be resolved, at the request of any party to this AGREEMENT by final and binding arbitration conducted at a location determined by the arbitrator in Orange County, California, administered by and in accordance with the then existing terms and conditions of the American Arbitration Association Commercial Arbitration Rules. Judgment upon any award rendered by the arbitrator may be entered by any state or federal court having jurisdiction thereof. The arbitrator shall determine which is the prevailing party and shall include in the award that party’s attorney’s fees and costs.
The Customer agrees to fully comply with all United States laws and regulations. This shall include those laws governing the export of Hardware and Software, including the United States Export Control Regulations, assuring IMRON that, unless prior authorization is obtained from the United States Office of Export Administration, Customer does not intend to and shall not knowingly export or re-export, directly or indirectly, any Hardware or Software in violation of current Export Administration Regulations published by the United States Department of Commerce. If any provision of this Agreement is held illegal, unenforceable or in conflict with any law having jurisdiction over this Agreement, the validity of the remaining portions or provisions hereof shall not be affected thereby.
Customer shall not assign this Agreement or any rights hereunder without the prior written consent of IMRON. Any attempt to assign this Agreement or any rights or obligations under this Agreement in violation of this Section shall be void. Title to all copyrights, patents, trademarks, trade names and trade secrets contained in the Software and Confidential Information provided under this Agreement will at all times remain with IMRON. Customers are expressly prohibited from directly or indirectly emulating, copying, reverse engineering, reverse assembling and/or decompiling the Hardware, Software or Confidential Information for any purpose whatsoever.
All information which either Party has acquired from the other Party prior to the Effective Date, and may acquire during the term hereof, related to either Party’s inventions, designs, methods, improvements, trade secrets, price lists, schedules, quotations, customer information, including the identity of customers, prospects, or other confidential business and technical information (hereinafter “Confidential Information”), may not be disclosed by either party to any third party. The Parties agree that violation of this Confidential Information restriction may be so injurious to the other Party as not to be fully capable of remediation by money damages alone, and therefore the Parties agree, notwithstanding other provisions of this Agreement, that an aggrieved Party under this Section may take such actions at law and/or at equity, including actions to enjoin the use or disclosure of its Confidential Information as in the sole discretion of the aggrieved Party, are necessary to protect such Party’s interests.
EXCUSE OF PERFORMANCE:
Neither party shall be responsible for its failure to perform or be liable for any damages or penalty for delay due to causes beyond its reasonable control, such as acts of God, fire, theft, war, riot, embargoes, and acts of civil or military authorities, including delays due to recognized industrial shortages. If delivery of Hardware is delayed by such interference, the schedule shall be extended on a day-for-day basis up to thirty (30) days, after which Customer shall have the right to cancel any purchase order that was so affected without obligation.
Notice: Any notices issued under this Agreement shall be sent by overnight mail or other postal system that provides proof of delivery, and shall be effective when received as established by such proof of delivery. Such notices shall be sent to:
Irvine, CA 92618
and to Customer at its current address on file with IMRON.
In the event of any dispute between the parties arising out of this Agreement, the prevailing party shall be entitled, in addition to any other rights and remedies it may have, to recover its reasonable attorney fees and costs.