PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE. All users of this site agree that access to and use of this site are subject to the following terms and conditions and other applicable law. If you do not agree to these terms and conditions, please do not use this site.
Acceptance of Purchase Orders.
All orders from Buyer shall be
deemed accepted only after Seller’s written acceptance is executed by an
authorized representative of Seller and shall not be construed to be accepted
by any other action of Seller including, but not limited to, commencement of
performance or delivery. Seller’s acceptance of any international purchase
order is conditioned upon the following actions :(a) Receipt of minimum 20%
down payment (unless adjusted or waived during credit review), (b) Approval of
credit terms, and (c) Receipt of an acceptable End-Use/End-User certification
to satisfy Export Control requirements. Seller’s acceptance of an order issued
by Buyer shall be expressly limited to the terms and conditions set forth below
and any others expressly set forth or referenced in Seller’s written
acceptance. Any additional or different terms referenced in Buyer’s purchase
order are subject to Seller’s review and written acceptance. Seller’s
Performance Start Date shall be the definitive date after the Buyer’s down
payment cleared the Seller’s bank account and/or the letter of credit is
operable in the sole opinion of the Seller. These terms and conditions
represent the entire agreement between the Buyer and Seller pertaining to the
subject matter of this order and shall supersede all prior oral and written
agreements, proposals, communications, and documents.
2. Prices and Payment.
All prices will be invoiced in
United States dollars and must be paid in full in United States dollars. All
prices are assumed to be exclusive of Value - added taxes unless expressly
agreed in writing. The prices are for
the quantities quoted and cannot be assumed valid for any other quantities.
The buyer shall be invoiced upon
shipment. All services require a 50 % payment at the start of the project and
the balance due upon completion.
At Seller’s discretion, an
irrevocable Letter of Credit maybe required for the full contract price. In
such instances, the letter of credit must be issued by a reputable international
bank and confirmed, by:
BANK NAME: WELLS FARGO BANK
BANK ADDRESS: 3965 E. THOUSAND OAKS BLVD.
ABA ROUTING NUMBER: 121000248
SWIFT NUMBER: WFBIUS6WFFX
ACCOUNT NUMBER: 8607941195
ACCOUNT NAME: SATELLITE 2000
Wells Fargo Call Center: 1-800-222-8222
Such letter of credit must be:
payable at sight upon presentation,
accompanied by commercial invoice and evidence of shipment,
must allow for trans-shipments and
partial shipments, and
must state shipment terms as Free
Carrier (FCA), Seller’s named U.S.A. facility (INCOTERMS 2010). Buyer shall be
liable for bank fees and charges associated with the administration of the
letter of credit. Such letter of credit must permit presentation of documents
to the United States bank within twenty one (21) days from the date of
shipment. Issuance of letters of credit not in accordance with these conditions
may result in delay in the acceptance of the order, non-shipment and/or delay
Unless otherwise agreed to by Seller in the specific
purchase order, Buyer shall pay for all amounts due within thirty days from (a)
the date articles are shipped or (b) date of the invoice, whichever is later.
Payment will be deemed to have been made when received by Seller. Seller
reserves the right to accrue interest on late payments from the date due until
receipt by Seller of full payment at the lesser of (a) one and one-
percent per month compounded monthly, or (b) the maximum rate permitted by law.
The Seller shall present the
Acceptance Test Procedure to the Buyer who may witness the acceptance testing.
Should the Buyer elect not to witness the acceptance testing, the Seller shall
proceed with the testing and provide the results to the Buyer.
Should the buyer start using the
equipment without issuing an acceptance certificate, then it shall be
considered accepted and all outstanding payments shall become due and payable
4. Delivery and Risk of Loss.
All shipments are Free Carrier
(FCA), Seller’s named U.S.A. facility or location (INCOTERMS 2010). Title and
risk of loss or damage to an article sold hereunder will pass to Buyer at the
FCA point regardless of any provisions for payment of freight or insurance by
Seller. Delivery dates are best estimates only and are not guaranteed unless
expressly agreed in writing. At its option Seller reserves the right to make
deliveries in installments.
If Buyer delays shipment and fails
to negotiate a contract change in good faith within fourteen (14) days of the
specified ship date, Seller may invoice and warranty shall be deemed to
commence as though shipment had occurred as specified. If Buyer fails to
pick-up articles within the grace period described above, Seller reserves the
right to move such articles into storage or to dispose of such articles and
charge any incidental costs to Buyer.
The title and ownership of the
equipment will remain with the Seller until paid in full.
5. Force Majeure.
Neither party shall be liable for
any delay in performance, excess costs, or other damages, when such delay is
directly or indirectly caused by the occurrence of any contingency event beyond
the reasonable control either of Seller or Seller’s suppliers (whether or not similar
in nature to any of those specified herein), which include, but are not limited
to (a) war (whether an actual declaration thereof or not), (b) sabotage, (c)
insurrection, (d) riot or other act of civil disobedience, (e) act of a public
enemy, (f) rationing allocations, (g) failure or delay in transportation, (h)
act of any government or any agency or subdivision thereof, (i) judicial
action, (j) labor dispute, (k) accident, (l) fire, (m) explosion, (n) flood,
storm or other act of God, (o) shortage of labor, fuel, raw material or
machinery or (p) technical failure where Seller has exercised ordinary care in
the prevention thereof. Material, tools, dies and other equipment furnished to
the Seller by Buyer shall be at Buyer’s risk and expense; however, Seller shall
exercise due care in the protection of Buyer’s property. Seller shall notify
Buyer in writing within ten (10) calendar days after the beginning
of any such event.
Should either party be unable to
fulfill a material part of its obligations under this Contract for a period in
excess of sixty (60) days due to circumstances beyond its reasonable control as
described above, the other party may at its sole discretion terminate the
Contract by written notice. Upon either resolution of the Force Majeure event
or termination as described, the parties shall proceed in good faith to
negotiate an equitable settlement.
6. Taxes, Customs, Licenses and Insurance.
Buyer shall bear all value-added and
local income taxes, customs duties, import license fees, excise taxes, work
permits, licenses, or other charges imposed by governmental or
quasi-governmental bodies, other than Seller's United States income or
franchise taxes thereon, assessable on an article or service sold hereunder.
Unless agreed in writing between the parties, Buyer assumes responsibility for
any satellite or wireless antenna communication certifications or national
homologations as may be required by the destination country. Buyer will obtain
and pay for any necessary in-transit or other insurance and will bear all other
costs of sale after Seller’s delivery to the FCA point. Buyer also agrees to
sponsor Seller’s employees for any required VISA applications.
Seller warrants that any article
sold to Buyer hereunder, which is provided by Seller, will at the time of
shipment be free and clear of all liens and encumbrances, will be free from
defects in material and workmanship, and will conform to Seller's applicable
specifications or, if appropriate, to Buyer's specifications accepted by Seller
in writing. If any article sold hereunder, which is provided by Seller, is not
as warranted, Seller will, at its option, repair or replace the article and
return the article under the same delivery terms and conditions as originally
used or refund the purchase price, provided proof of purchase and written
notice of nonconformance are received by Seller within one (1) year from the
date of shipment, and provided the non-conforming article is, with Seller's
prior written authorization, returned to Seller's facility at Buyer's expense before
the expiration of the warranty period. Seller shall warrant repaired articles
as to the particular defect subject to repair, for ninety (90) days after
shipment or the remaining warranty term, whichever is longer. Seller's total
liability is limited to the total price of the article.
This warranty does not apply to any
article not in its original condition or which Seller determines has been, by
Buyer or otherwise, subjected to testing for other than specified electrical
characteristics, to operating and/or environmental conditions in excess of the
maximum values established, or to mishandling, misuse, buyer induced damage/faults,
neglect, improper installation, testing, repair, alteration, damage, assembly
or processing that alters physical or electrical properties. Also excluded from
this warranty are ancillary items of indeterminate life, such as bulbs
, fuses, etc.
THIS WARRANTY IS IN LIEU OF ALL
OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS WHATSOEVER, WHETHER EXPRESS,
IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS, ALL
OF WHICH ARE HEREBY EXPRESSLY EXCLUDED.
Seller warrants that under normal
use, the Software shall perform the functions specified in its documentation.
If the Software does not conform to its documentation such that its functional
performance is significantly affected and Seller is notified in writing within
ninety (90) days from the date of purchase along with a copy of the receipt of
purchase, Seller shall have the option of refunding the purchase price or
replacing the Software as Licensee's exclusive remedy.
8. Product Support and Spares.
Buyer recognizes that its order may occur at
any stage of a given product, subsystem or component lifecycle. Accordingly,
subsequent to fulfillment of its warranty obligations and except as may be
negotiated in the Contract, Seller makes no commitments regarding the time
period for availability of spare parts and/or technical support services. From
time to time, Seller will make End-of-Life (EOL) product announcements and/or
Last Time Buy Notices related to its products, subsystems and components.
Seller will cooperate with Buyer in a commercially reasonable manner to support
products during their operational lives and recommend appropriate sparing
levels and/or locate replacement products, subsystems, and components, as may
9. Alternate Products.
The seller reserves the right to provide
alternative equipment this is equal and better.
No modification, alteration, addition, or
change to this agreement shall be binding on either party unless reduced to
writing and duly executed by authorized representatives of both parties.
No purchase order accepted by Seller may be
terminated by Buyer for other than Seller’s default except by mutual agreement
of Buyer and Seller as evidenced by a written Purchase Order amendment signed
by authorized representatives of both parties.
12. Patent and Copyright Indemnification -
agrees to defend at Seller's expense any suits against Buyer based on a claim
that any article furnished hereunder by Seller to Buyer, excluding software not
wholly developed by Seller, infringes a United States patent or United States
copyright, and to pay costs and damages finally awarded in any such suit,
provided that Seller is notified promptly in writing of the suit, and at
Seller's request and expense is given control of the suit and all requested
reasonable assistance from the Buyer for the defense of the suit.
NO CIRCUMSTANCES WILL SELLER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL,
INDIRECT, OR SPECIAL DAMAGES ARISING FROM ANY LOSS, DAMAGE, EXPENSE OR INJURY
ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS OR COPYRIGHTS. THE
FOREGOING STATES THE ENTIRE LIABILITY OF SELLER FOR PATENT OR COPYRIGHT
Rights and Use of Technical Information.
specifications, drawings, reprints, technical information or data furnished by
Seller to Buyer under this agreement shall remain Seller's property, shall be
kept confidential by Buyer, and shall be returned to Seller at Seller's
14. Export Control.
Buyer agrees that it will not, without the
prior authorization of Seller and the Bureau of Industry and Security, United
States Department of Commerce; the Office of Defense Trade Controls, United
States Department of State; or the Office of Foreign Assets Control (OFAC),
United States Department of the Treasury, whichever is applicable, in any form
export or re-export, sell or resell, ship or reship, or divert, through direct
or indirect means, any article or technical data or service or direct or
indirect article thereof sold or otherwise furnished hereunder to any person
within any territory for which the United States Government, or any agency
thereof, at the time of such action, requires an export license or other
governmental approval, without first obtaining such license or approval.
Prior to the acceptance of any purchase
order, Buyer must disclose in writing any actual or intended end-use and
end-user. If there is any end-user other than Buyer, then Buyer shall, at the
time of its disclosure, identify all pertinent laws or regulations affecting
Seller’s performance of this agreement. Seller reserves the right, at its
option, to terminate any order hereunder or this agreement itself, or to
rescind or revise its offer and price, if there is any such law or regulation
that Seller in its sole discretion believes makes this agreement or any order
hereunder no longer desirable. Buyer agrees to indemnify and hold harmless
Seller, its officers, directors, employees and agents from and against any and
all loss or liability for any and all claims, losses, demands, expenses,
penalties or costs (including attorneys’ fees) resulting from failure of Buyer
to comply with this provision.
15. Limitation of Liability.
Notwithstanding any other provisions or
language in this Contract to the contrary, in no event shall Seller’s total
liability under this Contract (including breach of contract actions, or any
action arising in tort) exceed the total price hereof.
Furthermore, no action shall be brought for
any breach of this agreement more than one (1) year after the cause of such
UNDER NO CIRCUMSTANCES WILL SELLER BE LIABLE
IN CONTRACT OR OTHERWISE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR
SPECIAL DAMAGES ARISING FROM ANY LOSS, DAMAGE, EXPENSE OR INJURY SUSTAINED FROM
OR IN CONNECTION WITH THE SALE, INSTALLATION, USE, SERVICE OR FAILURE OF ANY
ARTICLE SOLD HEREUNDER, OR ANY DEFECT THEREIN, OR FROM ANY OTHER CAUSE. BUYER'S
REMEDY, IF ANY, WILL BE STRICTLY LIMITED TO THE TERMS OF THIS CONTRACT.
In the event of translation into a language
other than English, the English language version of these terms of sale and all
documents related to or connected with this order, including any specifications
or statements of work, will be considered the authentic and controlling text
for all purposes including but not limited to resolution of conflict or
ambiguity in interpretation of rights and obligations under this agreement.
Order of Precedence.
the event that two or more provisions in this Contract conflict and there is no
reasonable interpretation that resolves the conflict in a manner that is
consistent with the entire Contract, then the parties shall resolve the
conflict using the following descending order of precedence: (a) notes in
Purchase Order which clarify or document agreement on very specific aspects of
Articles contained in these International Terms of Sale; (b) these
International Terms of Sale; and (c) the Statement of Work.
18. Governing Law and Disputes.
This agreement shall be governed, construed,
and enforced in accordance with the substantive laws of the State of
California, U.S.A., excluding its conflict of laws. Any dispute, controversy,
or claim, which is not settled by mutual agreement, except for those concerning
intellectual property, shall be submitted to a mutually acceptable neutral
advisor for initial fact-finding in preparation for mediation or other form of
alternate dispute resolution. Any dispute which cannot be so resolved between
the parties in good faith within six months of the date of the initial demand
for fact-finding, and all disputes relating to intellectual property, shall be
finally determined in a court of competent jurisdiction in the State of
California, U.S.A. Seller and Buyer expressly disclaim the application of the
United Nations Convention on Contracts for the International Sale of Goods to
Buyer is not authorized to make any
assignment of this agreement without Seller’s prior written consent, which
shall not be unreasonably withheld. Buyer understands that Seller’s rights to
assign are not restricted and that, in particular, this agreement may be
assigned by Seller to any of its affiliates.
This agreement does not include any
offset/countertrade commitment. Should the Buyer require any
offset/countertrade as a condition of purchase, the Seller reserves the right,
at its option, to terminate any order hereunder or this agreement itself, or to
rescind or revise its offer and price.
21. Foreign Corrupt Practices Act and
Buyer agrees that in connection with
activities under this Agreement it shall not make or promise to make any
bribes, improper payments, or provide or offer to provide anything of value,
directly or indirectly, to government officials or other parties in violation
of the U.S. Foreign Corrupt Practices Act or other applicable anti-bribery
22. Compliance with Laws.
Seller represents, warrants, and certifies
that it will comply with all: (a) laws applicable to the articles, services
and/or the activities contemplated or provided under this Contract, including,
but not limited to, any national, international, federal, state, provincial or
local law, treaty, convention, protocol, common law, regulation, directive or
ordinance and all lawful orders, including judicial orders, rules and
regulations issued thereunder, including without limitation those dealing with
the environment, health and safety, employment, records retention, personal
data protection and the transportation or storage of hazardous materials and
(b) good industry practices, including the exercise of that degree of skill,
diligence, prudence and foresight, which can reasonably be expected from a
competent Seller who is engaged in the same type of manufacture or service
under similar circumstances.
23. Environment, Health and Safety
Seller further agrees at Buyer’s request to
provide certificates relating to any applicable legal requirements or to update
any and all of the representations, warranties, certifications and covenants
under this Contract in form and substance satisfactory to Buyer.
Buyer acknowledges that it has read and
understands and agrees to be bound by these terms of sale, that these terms of
sale are the complete and exclusive statement of the agreement between the
parties and supersede all prior communications between the parties relating to
the sale of articles or services hereunder. No waiver of a breach or a provision
of this agreement will constitute a waiver of any other breach or provision. If
any part of these terms is declared null and void, the remaining portions will
remain in full force and effect. It is hereby agreed that the rights and
obligations of the parties contained in Articles 8, 10, and 13 through 24 shall
survive and continue after any termination or cancellation of this order and
shall continue to bind the parties, their successors, their assigns and their
Orders for Labor Services Only
the event that this order pertains only to labor services being provided by
Seller to Buyer, the word “article” shall mean “services. In addition, Articles
3, 4, 7.1, 7.2, 8, 12 and 23 are not applicable to such services provided by