STANDARD TERMS AND CONDITIONS OF SALE
These terms and conditions of sale (“Agreement”) are applicable to any order placed with and accepted by azulleo (referred to herein as “Supplier”):
1. SCOPE OF AGREEMENT. Supplier, upon acceptance of an Order placed by Buyer, will supply the products and services specified in the Order (the “Work” or "Item") to Buyer, pursuant to the terms and conditions of this Agreement and its exhibits and Supplier’s acceptance of such order submitted by Buyer is expressly limited to the terms and conditions of this Agreement notwithstanding any contrary provision contained in Buyer’s purchase orders, invoices, acknowledgements or other documents. The details of the Work (e.g. quantity, price, and product specifications) shall be set forth in the relevant Order.
2. PRICE AND TERMS. (a) The prices payable by Buyer for goods and services to be supplied by Supplier under this Agreement will be specified in the applicable Order. Unless otherwise expressly stated in an Order, all prices exclude shipping and taxes. (b) Payment is due at the time of purchase. If Buyer does not pay or payment method is refused or declined, Supplier reserves the right to withhold shipment of the item(s) until full payment is made.
3. BUYER MATERIALS AND DATA. (a) Buyer represents and warrants that any matter it furnishes for performance of services by Supplier (i) does not infringe any copyright or trademark or other Intellectual Property Rights of any third party; (ii) is not libelous or obscene; (iii) does not invade any persons right to privacy; and (iv) does not otherwise violate any laws or infringe the rights of any third party. (b) Buyer warrants that it has the right to use and to have Supplier use on behalf of Buyer any data provided to Supplier or its Affiliates by Buyer including specifically customer names, identifying information, addresses and other contact information and related personal information (“Data”). Buyer further warrants that it will designate on the applicable Order if Data provided pursuant to that Order is subject to all statutes providing enhanced data protection or requiring enhanced data security procedures.
4. INTELLECTUAL PROPERTY. Any and all inventions, discoveries, patent applications, patents, copyrights, trademarks and trade names, commercial symbols, trade secrets, work product and information embodying proprietary data existing and owned by Supplier as of the date of the Order or made or conceived by employees of Supplier during the Term of the Order shall be and remain the sole and exclusive property of Supplier. Any and all inventions, discoveries, patent applications, patents, copyrights, trademarks and trade names, commercial symbols, trade secrets, work product and information embodying proprietary data existing and owned by Supplier as of the date of the Order or made or conceived by employees, consultants, representatives or agents of Supplier during the term of this Agreement shall be and remain the sole and exclusive property of Supplier. Without limiting the generality of the foregoing, the parties agree that Supplier will own systems (including all web source code) related to the Services provided hereunder, including all modifications, upgrades and enhancements thereto made during the term of the Order.
5. WARRANTY. Supplier makes no warranty of any kind, expressed or implied or otherwise whatsoever, that the services performed, information provided or any items produced will be merchantable or fit for any particular purpose or use. It is the responsibility of the Buyer to conduct full-scale end-product performance testing to determine the suitability of the product application, the Buyer assumes all risk and liability arising from the use of the information and/or the product. SUPPLIER MAKES NO WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED OR OTHERWISE WHATSOEVER, THAT THE SERVICES PERFORMED, INFORMATION PROVIDED OR ANY ITEMS PRODUCED WILL BE MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE OR USE.
6. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE HEREUNDER FOR INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY FOR SUCH DAMAGES AND VENDOR’S TOTAL LIABILITY FOR DAMAGES UNDER THIS AGREEMENT AND THE ORDER SHALL BE LIMITED TO THE TOTAL FEES DUE HEREUNDER FOR THE INVOICE UPON WHICH A CLAIM IS BASED.
7. COMPLIANCE WITH LAW. Each party shall comply with all state, federal and local laws and regulations applicable to its performance hereunder.
8. FORCE MAJEURE. Neither party shall be liable for any failure to perform or delay in performance of this Agreement to the extent that any such failure arises from acts of God, war, civil insurrection or disruption, riots, government act or regulation, strikes, lockouts, labor disruption, cyber or hostile network attacks, inability to obtain raw or finished materials, inability to secure transport, or any cause beyond such party’s commercially reasonable control.