Sales Terms & Conditions

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.

Acceptance of Contract Terms

This Agreement contains the terms and conditions that apply to your purchase from the Momentum Microsystems, Inc. entity named on the invoice that will be provided to you ("Buyer") on orders for software and hardware and related products and/or services and support sold in the United States. By accepting delivery of the products and/or services and support described on that invoice, Customer agrees to be bound by and accepts these terms and conditions. THESE TERMS AND CONDITIONS APPLY (i) UNLESS THE CUSTOMER HAS SIGNED A SEPARATE PURCHASE AGREEMENT WITH MOMENTUM MICROSYSTEMS, INC., IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (ii) UNLESS OTHER MOMENTUM MICROSYSTEMS, INC. STANDARD TERMS APPLY TO THE TRANSACTION. These terms and conditions are subject to change without prior written notice at any time, in Momentum Microsystems, Inc sole discretion.

This User Agreement, and all of its terms and conditions, constitutes a legal contract between you and Momentum Microsystems, Inc. ("Momentum"). (References to "you" or "your" shall relate to a client of Momentum; references to "Momentum" shall relate to Momentum Microsystems, Inc.) Any claim relating to, and the use of, this Site and the materials contained herein is governed by the laws of the state of California without regard to conflict of law rules. You consent to jurisdiction of the federal and state courts located in Santa Clara County, California to hear any such claims.

Payment Terms, Interest

Terms of payment are within Momentum's sole discretion, and unless otherwise agreed to by Momentum, payment must be received by Momentum prior to Momentum's acceptance of an order. Payment for the products will be made by credit card, wire transfer, or some other prearranged payment method unless credit terms have been agreed to by Momentum. Invoices are due and payable within the time period noted on the reverse side of the invoice, measured from the date of the invoice. Momentum may invoice parts of an order separately. Your order is subject to cancellation by Momentum, at Momentum's sole discretion. Unless you and Momentum have agreed to a different discount, Momentum's standard pricing policy Momentum is not responsible for pricing, typographical, or other errors, in any offer by Momentum and reserves the right to cancel any orders resulting from such errors. Customer agrees to pay interest on all past-due sums at the lower of one and a half percent (1 ½%) per month or at the highest rate allowed by law.

Shipping Charges, Taxes, Risk of Loss

Shipping and handling are additional unless otherwise expressly indicated at the time of sale. Title to products passes from Momentum to Customer on shipment from Momentum's facility. Loss or damage that occurs during shipping by a carrier selected by you is your responsibility. Loss or damage that occurs during shipping by a carrier selected by Momentum is Momentum's responsibility. You must notify Momentum within 21 days of the date of your invoice or acknowledgement if you believe any part of your purchase is missing, wrong or damaged. Unless you provide Momentum with a valid and correct tax exemption certificate applicable to your purchase of Product and the Product ship-to location, you are responsible for sales and other taxes associated with the order. Shipping dates are estimates only.

Warranty

Customer understands that Momentum is not the manufacturer of the products purchased by Customer hereunder and the only warranties offered are those of the manufacturer, not Momentum. In purchasing the products, Customer is relying on the manufacturer's specifications only and is not relying on any statements, specifications, photographs or other illustrations representing the products that may be provided by Momentum or its affiliates. MOMENTUM AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESSED OR IMPLIED, RELATED TO PRODUCTS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF NONINFRINGEMENT. THIS DISCLAIMER DOES NOT AFFECT THE TERMS OF THE MANUFACTURER'S WARRANTY, IF ANY.

Entire Agreement

This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior ad contemporaneous agreements, representations and understanding of the parties relating to the specific and understandings of the parties relating to the specific subject matters contained in this Agreement.

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