Terms and Conditions
Acceptance: This order is received by Ousia Labs and accepted by it subject to the following terms and conditions which terms and conditions may not be varied or added to except by writing, signed by a duly authorized representative. Any terms in Purchaser’s order or confirmation, which are inconsistent herewith, shall not be binding upon Ousia Labs.
Terms: All orders will be accepted at time of shipping and invoicing and will be billed at the price prevailing at the time of shipment of the goods. The terms of payment will be set forth on the face of the invoice price or, if not, are governed by these standard terms and conditions of sale.
Freight: All shipments are F.O.B. from Ousia Labs’ place of business in Loveland, Colorado, unless otherwise agreed upon in writing. All risk of loss or damage to the goods shall pass to the Purchaser upon delivery of the goods to a common carrier, whether sold with freight allowed or otherwise.
Taxes: All orders excise or similar taxes which Ousia Labs may be required to pay or collect with respect to the goods covered by this order shall be paid by Purchaser except as otherwise provided by law.
Force Majeure: Ousia Labs will use its best efforts to produce quality goods in a timely fashion. However, Ousia Labs shall not be liable for failure to perform this contract by reason of strikes, fires, floods, unavoidable accidents, wars, delays in transportation, acts of God, or other causes beyond its reasonable control.
Warranty and the Exclusion of Warranties: Ousia Labs warrants those products assembled or customized by it against defects caused solely by faulty assembly or customization for 90 days after delivery. All other products, and the components and materials utilized in any assembled or customized products, are covered by, and subject to, the terms, conditions, and limitations of the manufacturer’s standard warranty, which warranty is expressly in lieu of any other warranty, express or implied, of or by Ousia Labs or the manufacturer. Purchasers’ exclusive remedy, if any, under these warranties is limited, at Ousia Labs’ election, to either one of (a) repair by Ousia Labs or the manufacturer of any products found to be defective, or (b) replacement of any such product. Purchaser acknowledges that except as specifically set forth or referenced in this paragraph, there are no representations or warranties of any kind by Ousia Labs or any other person, express or implied, as to the condition or performance of any products, their merchantability, or fitness for a particular purpose, or otherwise, Ousia Labs assumes no responsibility or liability whatsoever for manufacturer’s product specifications or the performance or adequacy of any design or specification provided to Ousia Labs by or on behalf of client. Use of the client’s part number on this document or on any products is for convenience only and does not constitute any representation by Ousia Labs with respect to the performance, specifications, or fitness of any part for any purpose. Ousia Labs shall in no event be liable for damages in excess of the purchase price of the products nor for incidental or consequential damages.
Claims: Purchaser shall give written notice to Ousia Labs of any claim for defective products within thirty (30) days after receipt of the goods if the defect in goods was or should have been discovered upon inspection of the goods, and the Purchaser shall provide written notice to Ousia Labs of any other claim within ninety (90) days after it discovers or should have discovered such breach. Return of Goods to Ousia Labs requires a Returned Material Authorization Number (RMA #) prior to their return. Any remedy of the Purchaser against Ousia Labs shall be barred unless notice is given in accordance with the foregoing provision.
Liability: The liability of Ousia Labs shall be limited solely to either the replacement of the goods or the return of the goods and repayment of the purchase price to the Purchaser at Ousia Labs discretion. Such remedy shall be the exclusive and sole remedy of the Purchaser against Ousia Labs. RMA# is required prior to return of Goods. Ousia Labs shall not be liable for any consequential or incidental damages suffered by Purchaser as a result of any delay in delivery or defective product.
Quantity Increases, Shipment Schedule Changes and Engineering Changes. If Purchaser postpones, decreases, cancels or amends an Order after Ousia Labs has accepted the order and commenced production (including parts procurement) Ousia Labs will be entitled to be reimbursed by Purchaser for actual costs incurred by Ousia Labs as a direct result of such postponement, decrease, cancellation or change that are not recoverable by the shipment of the affected Products or associated raw materials to other suppliers.
Litigation: In the event that suit is brought against the Purchaser by reason of use by any third party of any of the goods sold hereunder, Purchaser shall give notice in writing to Ousia Labs of such suit within ten (10) days after the service upon the Purchaser of notice of such action. Purchaser agrees to indemnify and hold Ousia Labs harmless for all costs and attorneys’ fees in the event of such litigation.
Applicable Law: This agreement shall be governed by and construed under the laws of the state of Colorado and the exclusive venue for any litigation between Purchaser and Ousia Labs shall be the District Court for Larimer County, Colorado. In the event of litigation, the prevailing party shall be entitled to recover from the other court costs, any costs of collection and attorney fees.
Terms of Payment: Terms of Payment are specified on the face hereof or, if not, are deemed to be net 30 days. Interest shall accrue on all unpaid amounts at 18% per annum.
Scheduling: Orders are firm and cannot be moved out within 45 working days of client dock date. Order move ins are contingent upon material and labor availability.
Entire Agreement: This Agreement contains the entire agreement between Purchaser and Ousia Labs, and shall not be varied or added to except by a further written agreement by Vergent Product’s duly authorized representative. Ousia Labs Terms and conditions supercede all other terms and conditions.