GENERAL: These general terms and conditions of sale by LOFA Industries, Inc (LOFA), along with any written LOFA quotation, exclusively will govern the sale or licensing by LOFA of all goods and services (including hardware, firmware, and software products, training, support, parts and repair services) furnished hereunder. No additions or modifications will be binding on LOFA unless agreed to in writing by an authorized representative of LOFA. Acceptance of these Terms and Conditions and use of the LOFA software and or hardware is conditional upon acceptance of the Software Licensing Agreement available on the LOFA website (www.LOFA.net).
PAYMENT: Payment terms are prepayment or cash upon delivery, or, at LOFA’s option, net 30 days from the date of the invoice, if agreed to in writing. All payment shall be in United States dollars.
A late payment charge equal to 1 • % (not to exceed the highest amount allowed by law) of the delinquent balance due per month may apply to all overdue accounts.
Should Customer become delinquent in the payment of any amount due LOFA reserves the right to suspend performance under any outstanding order.
WARRANTY, REPAIRS, and RETURNS: LOFA warrants that its product will be free from material defects or improper workmanship for a period of two years from the original LOFA invoice date. (Serial number of panel must be supplied when requesting warranty) This warranty is transferable to subsequent owners.
During the Warranty Period, LOFA will repair or replace, at our option, any product returned to us by Purchaser (at Purchaser’s expense), which fails to satisfy this Warranty, unless (1) the failure was the result of shipping; improper installation, maintenance or use; abnormal conditions of operation; attempted modification or repair by the Purchaser; water, lightening, fire, or over-power damage; or an act of God; or, (2) the technology is out-dated and there are no longer available parts. We will re-perform any services which do not conform to this Warranty provided we have received notice of non-conformance within the Warranty Period. For all returned Products that are not faulty or failing, Purchaser shall reimburse LOFA for all costs and expenses related to testing alleged faulty or failing product during the Warranty period.
NON-LOFA MANUFACTURED PRODUCTS: When LOFA supplies product(s) manufactured by others, the warranty extended to LOFA will be passed through to LOFA’s customer.
Specifically, but not limited to the following, LOFA is not responsible for: (1) The repair or replacement of any product if the product malfunction is not reported to LOFA within three months of the date of such malfunction or the defective product is not made available to LOFA for examination upon request by LOFA. (2) Any costs or damages which may arise from equipment downtime or replacement equipment rental that are associated with the malfunction of a LOFA product. (3) Any product defect caused by physical damage, misuse or improper application or installation. (Installation and proper use instructions accompany all LOFA products when shipped from the LOFA manufacturing facility. If this information is missing contact LOFA for a free Electronic copy.) (4) Any liability for the equipment on which this product is installed.
THIS WARRANTY, IS THE ONLY WARRANTY GRANTED BY LOFA AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. LOFA MAKES NO OTHER WARRANTY REGARDING THE PRODUCT SOLD HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AND ALL SUCH OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED AND DENIED.
LOFA SHALL NOT IN ANY EVENT BE LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES. LOFA’s LIABILITY IN ALL EVENTS SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY. THE LIABILITY OF LOFA SHALL CEASE WITH THE EXPIRATION OF THE WARRANTY PERIOD MENTIONED ABOVE.
Material may be returned for credit or repair only upon prior approval of a LOFA authorized representative and with the issuance of an RMA (Return Material Authorization) number. A minimum twenty (20) percent restocking fee will apply to the return of standard product and a higher fee or non-returnable status will apply to custom purchases. Credit will apply to future purchases and is not refundable. Customers will be advised of applicable evaluation fees and estimated repair charges prior to all returns. Our Warranty Statement can be found at www.www.lofa.net.
INDEMNITY: PURCHASER AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD LOFA, IT’S AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FREE AND HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, REGULATORY ACTIONS OR FINES, SUITS OR OTHER LITIGATION (INCLUDING ALL COSTS THEREOF AND ATTORNEY’S FEES) OF EVERY KIND AND CHARACTER ARISING IN FAVOR OF ANY THIRD PARTY CLAIM BASED ON OR ARISING OUT OF (i) PURCHASERS FAILURE TO COMPLY WITH LOCAL, STATE OR FEDERAL LAWS AND REGULATIONS AND (ii) STATUTORY REQUIREMENTS.
PRICES: Price and other information in LOFA publications (written or electronic) is subject to change without notice and confirmation by specific quotation. Prices are exclusive of taxes, shipping, and insurance. All prices are in U.S. dollars and are valid as per our written quotations.
QUOTATIONS: Unless otherwise indicated, quotations are valid for 30 days. Errors are subject to correction.
PURCHASE ORDERS: Customer’s submission of a purchase order shall be deemed acceptance of these terms and conditions to the exclusion of any other terms and conditions appearing in the purchase order. LOFA’s acknowledgement of Customer’s purchase order is expressly made conditional upon Customer’s assent to these terms and conditions, which assent shall be presumed conclusively from Customer’s acceptance of any or all of the products ordered. The company will not be liable for any delay or damage caused by circumstances beyond LOFA’s reasonable control (acts of God, fires, strikes, lack of transportation, inability to obtain labor, material or manufacturing facilities). Some standard orders may be cancelled or altered by the Purchaser only upon payment of reasonable charges based upon expenses and commitments incurred by LOFA for the benefit of the Purchaser. Custom, non-standard orders are non-cancelable.
SHIPPING, DELIVERY, AND INSURANCE: LOFA will use commercially reasonable efforts to ship on or before the estimated shipping dates indicated in LOFA’s acknowledgement. Delivery shall be FOB LOFA. In the absence of specific written instructions from Customer, LOFA will select the carrier, but LOFA shall not thereby assume any liability in connection with the shipment. If such shipments are insured LOFA will bill Customer the insurance charge for each shipment. All shipments should be inspected up on receipt at destination for damage and all claims for loss or damage must be made by the Purchaser to the carrier. Any shortages in shipment of material must be made within ten (10) days of material receipt or of invoice date and must be accompanied by the packing list.
TITLE, RISK OF LOSS, AND SECURITY INTEREST: Title and risk of loss for all products shall pass to Customer upon tender of the products by LOFA to the carrier, except the title to all intellectual property associated with the products (such as firmware and software) remains with LOFA. LOFA also reserves a security interest in each product until the entire amount due has been paid.
TAXES: All state and local sales, use, excise, and similar taxes imposed on LOFA or which LOFA has a duty to collect in connection with the sale, delivery, or use of any product will appear as separate additional items on the invoice and will be paid by Customer. If sales are exempt from such taxes, Customer shall furnish to LOFA a certificate of exemption from the applicable taxing authority.
WAIVER: The failure of either party to enforce at any time any provisions of these terms and conditions shall not be construed to be a waiver of such provision or the right thereafter to enforce each and every provision. No waiver by either party, either express or implied, of any breach of any of these terms and conditions shall be construed as a waiver of any other breach of such term or condition.
OWNERSHIP: Title to all intellectual property rights associated with LOFA product (including, but not limited to firmware and software) remains with LOFA. Any modifications to products, or special versions of products, will become the sole property of LOFA, even if such modifications or special versions are made by request of Customer and paid for, all or in part, by Customer, unless LOFA specifically agrees otherwise in writing.
Purchaser may not modify, disassemble, reproduce, decompile, reverse engineer or transfer any products, including without limitation the firmware, hardware, software or documentation (or cause any products, directly or indirectly to be modified, disassembled, reproduced, decompiled, reverse engineered or transferred) without our prior written consent. Purchaser acknowledges that the property transferred is solely owned by LOFA. Any Purchaser may be required to enter into a separate license agreement which will supersede this section.
ASSIGNMENT: Customer may not assign or transfer its rights or obligations hereunder without the prior written consent of LOFA.
GOVERNING LAW: The rights of the parties hereunder shall be governed by the laws of the State of Georgia.
ATTORNEY FEES: In the event of litigation or dispute between the parties concerning collection of amounts due for the sale of goods or services hereunder, the prevailing party shall be entitled to recover its reasonable attorney’s fees and any allowable costs or fees.