Lantronix Purchase Order Terms and Conditions
The following are the terms and conditions under which Lantronix sells its products. In the event of a conflict between these standard terms and conditions and any specifically-negotiated terms, the specifically negotiated terms shall govern.
1. GENERAL PROVISIONS. Lantronix reserves the right to reject any order if in its opinion it cannot comply with the description or requirements of the order. A contract will become binding only when a written acceptance in the form of an order acknowledgement is sent to Purchaser by Lantronix. Deviations from these terms and conditions are not valid unless confirmed in writing by an authorized officer of Lantronix.
2. PAYMENT. All prices are quoted, invoiced and payable in US dollars. Payment for each purchase shall be in advance, COD, or by letter of credit satisfactory to Lantronix until such time as Purchaser shall provide Lantronix with such evidence of Purchaser's good credit rating that is satisfactory to Lantronix in its sole discretion. Thereafter, payment for each purchase shall be made within thirty (30) days from the date of shipment on each order (without regard to scheduled delivery of other orders). Invoices not paid within thirty (30) days of shipment are subject to a service charge of one and one‑half percent (1.5%) per month on the outstanding balance. In the event Purchaser fails to make timely payments of invoices, or in the event Lantronix becomes aware of other matters that cause Lantronix to question Purchaser’s credit rating, then the terms of payment shall revert to in advance, COD, or letter of credit upon written notice to Purchaser by Lantronix. Should Purchaser choose to wire transfer funds, the Purchaser shall bear the costs of such wire transfer and not net such costs against any amount owed. Checks are accepted subject to collection and the date of collection shall be deemed the date of payment. Any check received from Purchaser may be applied by Lantronix against any obligation owing by Purchaser to Lantronix under this or any other contract, regardless of any statement appearing on or referring to such check without discharging Purchaser's liability for any additional amounts owed by Purchaser to Lantronix. The acceptance by Lantronix of such check shall not constitute a waiver of Lantronix's right to pursue the collection of any remaining balance. Purchaser agrees to pay the entire net amount of each invoice without offset or deduction. Prices for any undelivered Products may be increased by Lantronix in the event of any increase in the cost to Lantronix of supplies, raw materials, labor or services, or any increase in Lantronix cost resulting from governmental action or any other cause beyond Lantronix's control.
3. TAXES. Prices are exclusive of all sales, use and like taxes. Any tax Lantronix may be required to collect or pay upon the sale, licensing or delivery of the Products shall be paid by Purchaser to Lantronix.
4. DELIVERY. Delivery will be F.O.B. Lantronix. Purchaser shall pay all freight charges and any other affiliated charges relating to freight and/or duties. Purchaser assumes all risk of loss upon delivery of the Products by Lantronix to the carrier. Insurance will not be provided by Lantronix on the Products while in transit unless instructions to the contrary are clearly marked on the face of Purchaser’s order. Purchaser will be charged for such insurance at the rate Lantronix is charged by the carrier being used. If Purchaser requests insurance but does not select a carrier, Lantronix on behalf of the Purchaser will select the carrier but shall not be deemed thereby to assume any liability in connection with the shipment nor shall the carrier be construed to be the agent of Lantronix. If Purchaser specified the carrier in writing to Lantronix, or Purchaser requests actual carrier invoices, then shipment will be made collect. Lantronix shall not be liable for any damages or penalty for delay in delivery or for failure to give notice of delay when such a delay is due to the elements, acts of God, delays in transportation, delay in delivery by Lantronix' vendors or any other causes beyond the reasonable control of Lantronix. The delivery schedule shall be extended by a period of time equal to the time lost because of such delay. Delivery of any installment of Products within 30 days after the date specified therefore shall constitute a timely delivery. Thereafter, delivery shall be deemed timely unless prior to shipment Lantronix has received written notices of cancellation. Delay in delivery of one installment shall entitle Purchaser to cancel that installment only.
5. SECURITY INTEREST. Purchaser hereby grants Lantronix a security interest in the Product and any other property into which the Product as collateral may be converted by Purchaser until full payment by Purchaser to Lantronix. Purchaser further hereby names and appoints Lantronix as its attorney‑in‑fact to file a financing statement under California Commercial Code Division 9, effective on the date of the invoice with respect to Products.
6. SOFTWARE WARRANTY. Lantronix warrants that for a period of sixty (60) days from the date of shipment each software package supplied will operate substantially according to Lantronix specifications. The Purchaser is responsible for freight associated with the return of media to Lantronix and Lantronix for freight associated with replacement media being returned to Purchaser. Lantronix makes no other warranty, express or implied, with respect to the software. IN PARTICULAR, LANTRONIX MAKES NO WARRANTY RESPECTING INFRINGEMENT OF TITLE OR THE MERCHANTABILITY OF THE SOFTWARE OR ITS SUITABILITY FOR ANY PARTICULAR PURPOSE OR USE. In the event of a breach of this warranty, Lantronix's liability shall be limited in the same manner as in paragraphs 8 and 11, below.
7. EQUIPMENT CHANGES. Lantronix reserves the right, without prior approval from or notice to Purchaser, to make changes to the equipment (i) which do not affect physical or functional interchangeability or performance at a higher level of assembly of Lantronix' equipment or (ii) when required for reasons of safety, or (iii) to meet equipment specifications.
8. WARRANTY. Lantronix warrants Products of its manufacture, excluding software, to be free from defects in material and workmanship for the period of time stated on the specific Product. The warranty period is specific to the product. Lantronix makes no other warranty, expressed or implied, with respect to the Products. IN PARTICULAR, LANTRONIX MAKES NO WARRANTY RESPECTING INFRINGEMENT OF TITLE OR THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY FOR ANY PARTICULAR PURPOSE OR USE. However, Lantronix will transfer to Purchaser whatever transferable warranties Lantronix receives from the manufacturer of the Products. In the event of a breach of this warranty, Lantronix' liability is limited (at Lantronix' election) to (i) refund of Purchaser’s purchase price for such affected Products (without interest), (ii) repair of such Products, or (iii) replacement of such Products: provided, however, that such Products must be returned to Lantronix within the warranty period plus 10 days, transportation charges prepaid. Prior to return of Products, Purchaser must contact Lantronix's Technical Support Department and obtain a return material authorization number (RMA#). This RMA# must be referenced on all shipping documents and must be predominantly displayed on the shipping carton. Lantronix will return repaired or replaced Products to Purchaser, freight prepaid. A replaced product, or part thereof, shall become the property of Lantronix. Lantronix' warranty as to Products (other than software) does not cover neglect, normal wear, damage caused by the user or damage caused by improper installation, repair or modification by anyone other than employees of Lantronix, or failure to maintain Products in accordance with Lantronix' or the manufacturer’s instructions. Service related to problems not covered by Lantronix' warranty will be billed to Purchaser at Lantronix' prevailing standard rates for time and materials.
9. CANCELLATION AND RESCHEDULE OF ORDERS. Orders for product may be canceled or rescheduled on thirty (30) days prior written notice to Lantronix. Purchaser’s orders can be canceled or the quantity decreased without factory authorization if Lantronix’s committed delivery date is greater than the current date plus thirty (30) calendar days. Terms and conditions in other authorized written Lantronix documents or contracts supercede the Lantronix standard terms and conditions outlined herein. Orders for products that are not listed in Lantronix’s current price book, including but not limited to semi-custom or custom product which have special markings or which have received special testing or which are specifically manufactured for Purchaser, may not be canceled except under the provisions of a prior written agreement between Purchaser and Lantronix which sets forth the cancellation charges to be paid by Purchaser in the event of cancellation. If the above prior written agreement is not in place the charges shall be 100%.
10. EXPORT. Regardless of any disclosure made by Purchaser to Lantronix of an ultimate destination of the Products, Purchaser will not export, either directly or indirectly, any Product or system incorporating such Product without first obtaining any required license from the U.S. Department of Commerce or any other agency or department of the U.S. Government, as required.
11. DISCLAIMER AND LIMITATION OF LIABILITY. In no event will Lantronix be liable for (i) special, indirect or consequential damages, or (ii) any damages whatsoever resulting from loss of use, data or profits, arising out of or in connection with this contract or use or performance of Lantronix Products. PURCHASER'S RECOVERY FROM LANTRONIX FOR ANY CLAIM SHALL NOT EXCEED PURCHASER'S PURCHASE PRICE FOR THE PRODUCTS IRRESPECTIVE OF THE NATURE OF THE CLAIM, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE.
12. USE OF PRODUCTS IN LIFE SUPPORT APPLICATIONS. Products are not designed for use in life support equipment where malfunction of such Product can reasonably be expected to result in a personal injury. Lantronix' customers using or selling such Products for use in life support equipment do so at their own risk and agree to fully indemnify Lantronix and the manufacturer of such Product for any damages resulting from such use or sale.
13. CLAIMS. Claims of late delivery are barred unless made prior to receipt of Products and the receipt of any Products shall constitute a waiver of any claim that they were delivered late.
14. ADVICE. If technical advice is offered or given in connection with the use of any Products, it will be as an accommodation to Purchaser and without charge and Lantronix shall have no responsibilities or liabilities whatsoever for the content or use of such advice.
15. INSTALLATION/TRAINING Purchaser acknowledges that no installation, training or education is contracted for or purchased under the terms of this contract unless specifically agreed in writing. In the event that Purchaser receives any training from Lantronix with respect to the Products, then, in that event, such training is personal to the persons receiving such training, and Purchaser acknowledges that any persons receiving such training may not be capable of operating the Products.
16. GENERAL. a) This contract contains the entire agreement between the parties and supersedes any prior or contemporaneous oral or written agreements or communications between them relating to the subject matter hereof. b) This contract may not be assigned, modified or cancelled without Lantronix' prior written consent, and any attempt to assign, modify or cancel it without such consent shall be absolutely void. c) No delay or omission to exercise any right, power or remedy accruing to Lantronix upon breach or default to Purchaser under this contract shall impair any such right, power or remedy of Lantronix, or shall be construed as a waiver of any such breach or default as a waiver of any such breach or default. All waivers must be in writing. d) In the event any of the provisions hereof shall, for any reason, be held void or unenforceable, the remaining provisions shall remain in full force and effect and shall control. e) Any provisions of this contract prohibited by the law of any state shall, as to said state, be ineffective to the extent of such prohibition without invalidating the remaining provisions of this contract. f) This contract shall be construed and enforced in accordance with the internal laws of the State of California applicable to contracts wholly executed and wholly to be performed therein; and with respect to international sales, Purchaser and Lantronix hereby expressly agree that no effect shall be given to any provision of the United National Convention on Contracts for the International Sale of Goods (CISG) which conflicts in any way with Lantronix' standard terms and conditions. No action or proceeding based upon this contract or arising out of its performance shall be instituted by Purchaser more than one (1) year after the cause of action has accrued. Any action or proceeding brought by either party against the other arising out of or related to this contract shall be brought in a state or federal court of competent jurisdiction located in the County of Orange, California, and Purchaser hereby submits to the in personal jurisdiction of such courts for purposes of any such action or proceeding.
