These terms and conditions exclusively govern all purchases made by Velocity Electronics (“buyer”) and apply notwithstanding any conflicting, contrary or additional terms and conditions contained in any document or other communication from seller. By delivering the products (the “products”) described in the purchase order provided by buyer referencing these terms and conditions, seller shall be deemed to have accepted these terms and conditions without modification by any prior or later communication from seller. Buyer’s failure to object to any conflicting, contrary or additional terms and conditions in another document or communication shall not be deemed an acceptance of such terms and conditions or a waiver of objection thereto.
Product Condition and Packaging
Unless expressly provided otherwise in this contract, all products furnished by the Seller to the Buyer pursuant to this contract are guaranteed by the Seller to be authentic, new, in good condition, and in original manufacturer’s packaging. Products not meeting these requirements will be rejected by the Buyer.
Unless expressly provided otherwise in this contract, all products furnished by the Seller to the Buyer pursuant to this contract are guaranteed by the Seller to meet all specifications and requirements detailed on the Buyer’s purchase order. Products not meeting those specifications or requirements will be rejected by the Buyer.
Unless expressly provided otherwise in this contract; programmed products, packages containing mixed date codes, products on cut-tape, products not packaged in accordance with ANSI/ESD S20.20, and products with bent leads, formed leads, oxidized leads, or test markings will be rejected by the Buyer.
Unless expressly provided otherwise in this contract, all products supplied by the Supplier are to be packaged in accordance with the manufacturer’s specifications for Moisture Sensitivity Level per J-STD-033.
Products that do not meet IDEA-STD-1010 or AS6081 inspection criteria will be rejected by the Buyer.
All products supplied by the Supplier must meet manufacturer’s specifications for form, fit, and function for a minimum of one year after delivery to the Buyer. There is no warranty time limit for product found to be counterfeit. If the products do not meet the manufacturer’s specifications for form, fit, and function, the Seller agrees to allow the Buyer to return the products, the Seller agrees it will issue a full refund to the Buyer, and the Seller agrees it will be liable for all costs relating to impoundment, removal, and replacement of the faulty product. The Buyer reserves the right to inspect and test all product from Seller to ensure it meets Buyer’s requirements. The Buyer therefore reserves the right to open all packaging in order to inspect or test product and the Seller agrees that opened packaging is not a reason to deny the return of non-conformant product.
Suspected Counterfeit Products
IF THE SELLER FURNISHES THE BUYER WITH SUSPECTED COUNTERFEIT PRODUCTS UNDER THIS PURCHASE AGREEMENT, SUCH ITEMS WILL BE IMPOUNDED BY THE BUYER.
The Seller must promptly replace suspected counterfeit product with product acceptable to the Buyer and the Seller will be liable for all costs relating to impoundment, removal, and replacement of the suspected counterfeit product. The Buyer may turn such product over to the U.S. Governmental authorities for investigation and reserves the right to withhold payment for the product pending the results of the investigation.
For these Terms and Conditions, suspected counterfeit product is defined as product that has an indication (per IDEA-STD-1010 or AS6081) of having been copied or substituted without legal right or authority to do so, being product whose material, performance, or characteristics are misrepresented, or being product that is produced or distributed in violation of intellectual property rights, copyrights, or trademark laws.
Other Terms and Conditions
If selling services to the Buyer, the Seller must also utilize qualified personnel to perform the services in a professional and workmanlike manner and in accordance with testing or service specifications indicated on Buyer’s purchase order.
The Buyer will monitor the Seller’s performance and base future purchasing decisions on that performance.
The Buyer must approve in writing beforehand if Seller intends to outsource any testing or services to another party.
The Seller must notify the Buyer if the Seller becomes aware of nonconforming processes, product, or services related to this contract and obtain the Buyer’s approval regarding disposition.
The Seller must not make substitutions or changes for this order without prior written approval from the Buyer.
The Seller must notify the Buyer of changes to the Seller’s processes, products, or services.
The Seller must notify the Buyer if the Seller becomes aware of changes in product definition.
The Seller must flow down all applicable requirements specified on the Buyer’s purchase order to its supply chain.
Seller must retain its records for product, service, process control, and quality at the Seller’s location for a minimum of fifteen years unless otherwise specified on the Buyer’s purchase order.
The Seller must give access to the Buyer, the Buyer’s customer, and regulatory authorities to all facilities involved in the order and to all applicable documented information.
The Seller must ensure its employees are aware of their contribution to product and service conformity, their contribution to product safety, and the importance of ethical behavior.
It is the Seller’s sole responsibility to ensure the accuracy of all proforma invoice and customs documentation including declared values. The Buyer will not accept under-valued invoices.
Goods must be received by the Buyer on or before the due date listed on the Buyer’s purchase order.
If the Seller is an authorized distributor, it must notify the Buyer beforehand if the product it is selling either: Was not procured by the Seller directly from the original manufacturer
Has not been in the Seller’s control since being delivered from the original manufacturer.
The Seller must not supply Buyer with product that contains conflict minerals (tantalum, tin, gold or tungsten that originated in the Democratic Republic of the Congo or surrounding countries).
All static sensitive material must be handled, marked, and packaged in accordance with ANSI/ESD S20.20.
The Seller shall keep confidential all information obtained or created during the performance of the inspection activities, except as required by law.
The Seller agrees to comply with the Responsible Business Alliance Code Of Conduct.
To the extent not exempt, the Seller shall abide by the requirements of US Code of Federal regulations 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status, or disability. In addition, the Supplier will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. To the extent not exempt, the Supplier shall also abide by the requirements of 29 CFR Part 471, Appendix A. Seller must maintain an effective business continuity plan that prevents events from negatively impacting its ability to supply product to the Buyer.
These terms and conditions exclusively govern all sales of products (“products”) and the provision of services (“services”) by the Velocity Electronics entity identified in the applicable invoice, quote, sale confirmation or other sale document (the “sale document”), which shall be either Velocity Electronics corp., Velocity Electronics B.V., or Velocity Electronics Asia PPE ltd. (Such Velocity entity, the “seller”). The applicable sale document shall be provided by seller to buyer and these terms and conditions take precedence over any conflicting, contrary or additional terms and conditions contained in any purchase order, document or other communication (“purchase order”) from buyer.
By accepting delivery of the products or the performance of services described in the applicable sale document, buyer shall be deemed to have accepted these terms and conditions without modification by any prior or later communication from buyer. Seller’s acknowledgment of a purchase order or seller’s failure to object to any conflicting, contrary or additional terms and conditions in a purchase order shall not be deemed an acceptance of such terms and conditions or a waiver of objection thereto.
1. PRICES; TERMS OF PAYMENT: Prices and payment terms for Products or Services are as set forth in the Sale Document. Prices are exclusive of, and Buyer shall pay, all taxes, duty, freight charges and all other similar fees, such as forwarding agent’s and broker’s fees, consular fees, document fees and import duties. Buyer agrees to pay these taxes unless Buyer has provided Seller with an exemption resale certificate in the appropriate form for the jurisdiction of Buyer’s place of business and any jurisdiction to which Products are to be directly shipped or where Services are to be performed hereunder, or unless the sale is otherwise exempt from these taxes. Buyer agrees to indemnify and hold Seller harmless for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. All payments shall be made by cash on delivery, company check, credit card, or by wire transfer to an account which will be designated by Seller in accordance with the terms specified in the Sale Document, without abatement, set-off, or deduction of any amount whatsoever and despite any defense or counterclaim Buyer may have against Seller. A late charge of 1.5% per month (or the maximum rate allowed by law if less) will be assessed on all outstanding amounts not paid within the terms specified in the Sale Document. Buyer shall be liable for costs of collection, including reasonable attorneys’ fees and court costs, in any action to collect past due amounts.
Seller reserves the right to establish and/or change credit and payment terms extended to Buyer when, in Seller’s sole opinion, Buyer’s financial condition or previous payment record warrants such action. Further, on delinquent accounts, Seller shall not be obligated to continue performance under any agreement with Buyer. If Seller believes in good faith that Buyer’s ability to make payments may be impaired or if Buyer shall fail to pay any invoice when due, Seller may suspend delivery of any order or any remaining balance thereof until such payment is made or cancel any order or any remaining balance thereof, and Buyer shall remain liable to pay for any Products already shipped.
2. DELIVERY; RISK OF LOSS; TITLE: All shipments of Products shall be Ex Works (as defined in Incoterms 2000) Seller’s facility in Austin, Texas USA, Hoofddorp, The Netherlands or Singapore, as applicable, unless otherwise specified in the Sale Document. Title and risk of loss and damage shall pass to Buyer upon delivery of Products to a carrier at Seller’s facility. Delivery dates quoted by Seller are estimates only and are subject to various delays, whether in the control or beyond the control of Seller. Buyer acknowledges that any delay in delivery shall not give rise to any liability on the part of Seller whatsoever, including for loss of use or INDIRECT OR CONSEQUENTIAL DAMAGES. Transportation and insurance shall be at Buyer’s sole risk and expense, and any claim for loss or damage in transit shall be against the carrier only. In the absence of specific shipping instructions from Buyer, Seller will select the carrier and method of shipment.
3. SECURITY INTEREST: Seller retains a purchase money security interest in the Products delivered to Buyer, and in their accessories, replacements, accessions, proceeds and Products, including accounts receivable (collectively, the “Collateral”) to secure payment of all amounts due under the applicable Sale Document. Buyer’s failure to pay all amounts hereunder in full when and as due shall constitute a default hereof and shall give Seller all rights of a secured party, including the right to repossess and remove all or any part of the Collateral from Buyer. Any repossession or removal shall be without prejudice to any other remedy of Seller hereunder, at law or in equity. Buyer agrees, from time to time, to take any act and execute and deliver any document (including, without limitation, financing statements) reasonably requested by Seller to create, perfect, preserve, protect and enforce this security interest.
4. ACCEPTANCE/RETURNS: Shipments will be deemed to have been accepted by Buyer upon delivery to Buyer unless rejected upon receipt. Buyer shall perform whatever inspection or tests Buyer deems necessary as promptly as possible but in no event later than three (3) days after delivery, after which time Buyer will be deemed to have irrevocably accepted the Products. Any discrepancy in shipment quantity must be reported within five (5) working days of receipt of the Products. In the event of an over shipment, Buyer shall have the option to either (i) return the Products to Seller at Seller’s expense or, (ii) retain the Products (subject to adjustment of the invoice or the issuance of another invoice to account for such additional items.) Any Product returns shall be subject to compliance with Seller’s Return Merchandise Authorization policies and procedures, which are available upon request.
5. LIMITED WARRANTIES; DISCLAIMER: NON-CONFORMING PRODUCTS OR SERVICES: SELLER’S ONLY WARRANTIES ARE THAT (A) THE PRODUCTS CONFORM TO THE MANUFACTURER’S PUBLISHED SPECIFICATIONS FOR THE PRODUCTS IN ALL MATERIAL RESPECTS AND (B) SERVICE WILL BE PERFORMED IN A PROFESSIONAL AND WORKMANLIKE MANNER AND IN ACCORDANCE WITH ANY SERVICES SPECIFICATIONS THAT ARE AGREED TO BY BOTH PARTIES IN WRITING.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 5, ALL PRODUCTS ARE SOLD, AND ALL SERVICES ARE PERFORMED, “AS IS” AND “WITH ALL FAULTS AND DEFECTS” AND SELLER DISCLAIMS ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY RELATING TO ANY PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES REGARDING THE DESIGN AND CONDITION OF THE PRODUCTS OR SERVICES, OR THEIR QUALITY, CAPACITY, SUITABILITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
Provided that (i) Buyer has given Seller written notice of the failure of the Products to conform to the Products warranty in this Section 5 within one (1) year of receipt of the Products and (ii) the non-conforming Products are returned to Seller (at Buyer’s expense), no later than one (1) year from the date of receipt of the Products, and (iii) Seller confirms that the Products are non-conforming, Seller will, at its option and as the SOLE AND EXCLUSIVE REMEDY OF BUYER for nonconforming Products, either (a) refund amounts paid by Buyer for the Products, or (b) repair or replace, free of charge, the Products that are nonconforming. All sales of conforming Products, unless otherwise agreed in writing by Seller, are non-cancelable, non-returnable and non-rescheduleable.
Provided that (i) Buyer has given Seller written notice of the failure of the Services to conform to the Services warranty in this Section 5 within thirty (30) days following performance of the Services and (ii) Seller confirms that the Services are non-conforming, Seller will, at its option and as the SOLE AND EXCLUSIVE REMEDY OF BUYER for nonconforming Services, either (a) refund amounts paid by Buyer for the Services, or (b) re-perform, free of charge, the Services that are nonconforming.
6. LIMITATION OF LIABILITY: Buyer agrees that, regardless of the claim or other form in which any legal or equitable action may be brought by Buyer against Seller and/or its affiliates and their respective officers, directors, representatives, agents, subcontractors, and employees (collectively, the “Seller Parties”), none of the Seller Parties shall be liable for any indirect, special, incidental, consequential, exemplary or punitive damages, including, without limitation, loss of profits, revenue, promotional expenses, injury to reputation, or loss of customers. Buyer’s recovery from the Seller Parties or any of them for any claim in any way arising from or related to the Products, Services or this Agreement shall not in the aggregate exceed the amount actually paid to Seller by Buyer for the Products or Services irrespective of the nature of the claim, whether in contract, tort, warranty, strict liability, product liability or otherwise and whether arising in whole or in part from the negligence of any of the Seller Parties.
7. LEGAL COMPLIANCE; EXPORT CONTROL: Buyer shall comply with, and be responsible for obtaining all licenses, permits and other approvals required under, all applicable foreign, national, state and local laws and regulations relating to the purchase or use of the Products or Services, including laws regulating imports and exports and transactions with non-U.S. persons. Buyer certifies that it will be the recipient of Products to be delivered by Seller. Buyer acknowledges that the Products are subject to the export and/or import control laws and regulations of various countries including the Export Administration Regulations of the United States. Buyer agrees to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required and acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Products sold by Seller cannot be transferred, sold or re-exported to any party on the Entity List or Restricted Person List of the U.S. Department of Commerce, Bureau of Industry and Security (BIS), any party designated by the U.S. Treasury Department’s Office of Foreign Assets Control, and any party debarred or sanctioned for proliferation or terrorism reasons by the U.S. State Department.
8. EXPORT CONROL / USE OF PRODUCTS: Buyer certifies that it will be the recipient of Products to be delivered by Seller. Buyer acknowledges that the Products are subject to the export and/or import control laws and regulations of various countries including the Export Administration Laws and Regulations of the United States and the export control regulations of Singapore, the European Union, and the UK as amended. Buyer agrees to comply strictly with all U.S. and other country’s export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required and acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Products sold by Seller cannot be transferred, sold or re-exported to any party on the Entity List or Restricted Person List of the U.S. Department of Commerce, Bureau of Industry and Security (BIS), any party designated by the U.S. Treasury Department’s Office of Foreign Assets Control, and any party debarred or sanctioned for proliferation or terrorism reasons by the U.S. State Department. Products sold by Seller are not designed, intended or authorized for use in life support, life sustaining, nuclear, or other applications in which the failure of such Products could reasonably be expected to result in personal injury, loss of life or catastrophic property damage. If Buyer uses or sells the Products for use in any such applications: (1) Buyer acknowledges that such use or sale is at Buyer’s sole risk; (2) Buyer agrees that Seller and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use; and (3) Buyer agrees to indemnify, defend and hold Seller and the manufacturer of the Products harmless from and against any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use or sale.
9. LAW; VENUE; LIMITATIONS: For Products shipped from, or Services performed by personnel from, the Seller’s facility in Austin, Texas, this sale is deemed to be entered into in Travis County, Texas and shall be governed and construed in accordance with the laws of the State of Texas without giving effect to the principles of conflict of laws. If any legal dispute arises between Seller and Buyer relating to the Products or Services, Buyer expressly agrees to the EXCLUSIVE jurisdiction of the state and federal courts serving Travis County, Texas.
For Products shipped from, or Services performed by personnel from, the Seller’s facility in The Netherlands, this sale is deemed to be entered into in Hoofddorp, The Netherlands, and shall be governed and construed in accordance with the laws of The Netherlands, without giving effect to the principles of conflict of laws. If any legal dispute arises between Seller and Buyer relating to the Products or Services, Buyer expressly agrees to the EXCLUSIVE jurisdiction of the courts serving The Netherlands.
For Products shipped from, or Services performed by personnel from, the Seller’s facility in Singapore, this sale is deemed to be entered into in Singapore, and shall be governed and construed in accordance with the laws of Singapore, without giving effect to the principles of conflict of laws. If any legal dispute arises between Seller and Buyer relating to the Products or Services, Buyer expressly agrees to the EXCLUSIVE jurisdiction of the courts serving Singapore.
ANY LEGAL ACTION BROUGHT BY BUYER AGAINST SELLER MUST BE BROUGHT WITHIN ONE YEAR AFTER SUCH CAUSE OF ACTION ACCRUES REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT OR TORT AND THEREAFTER, ALL SUCH CLAIMS SHALL BE BARRED.
10. INTELLECTUAL PROPERTY: If any Product includes software or other intellectual property, such software or other intellectual property is provided by Seller to Buyer subject to the copyright and user license, if any, for such Products, the terms and conditions of which are set forth in the license agreement accompanying such Product. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement. Buyer acknowledges and understands that Seller is not the manufacturer of any Products ordered or to be supplied to Buyer and is not liable to Buyer or any third party for any infringement claim or any other intellectual property or trade secret issue, right or claim that may arise in relation to any Product.
11. TECHNICAL ASSISTANCE OR ADVICE: Any technical assistance or advice offered by Seller in regard to the use of any Product or provided in connection with Buyer’s purchases is given free of charge and only as an accommodation to Buyer. Seller shall have no obligation to provide any technical assistance or advice to Buyer and if any such assistance or advice is provided, such fact will not obligate Seller to provide any further or additional assistance or advice. Seller shall not be held liable for the content or Buyer’s use of such technical assistance or advice nor shall any statement made by any of Seller’s representatives in connection with the Products constitute a representation or warranty, express or implied.
12. GENERAL: The Sale Document and these Terms and Conditions, including exhibits or attachments thereto, if any, represent the entire agreement between Buyer and Seller with respect to sales hereunder, and supersede all prior understandings, written or oral. Buyer and Seller agree that each provision contained in these Terms and Conditions shall be treated as separate and independent clauses, and the unenforceability of any one clause shall in no way impair the enforceability of any other clause. Any waiver of any provision herein or any breach or default hereunder shall not be deemed a waiver of any other provision hereof or breach or default hereunder. Seller is not liable for its failure to perform any of its obligations hereunder during any period in which performance is delayed by Buyer or circumstances beyond Seller’s reasonable control, including, without limitation, an act of God, war, civil disturbance, court order, labor dispute, third party nonperformance (including carrier delays) , acts of third parties, or failures, fluctuations or nonavailability of materials, components, electrical power, heat, light, air conditioning, computing or information systems or telecommunications. If Seller is the prevailing party in any legal proceedings brought by or against Buyer to enforce any provision of this agreement, Seller shall be entitled to recover against Buyer the reasonable attorneys’ fees, court costs and other expenses incurred by Seller. Neither party may assign this agreement without the prior written approval of the other party.
14. CONFIDENTIALITY. Seller will treat information obtained or created during performance of Service as proprietary and confidential unless Buyer makes it publicly available and will notify Buyer before releasing it into the public domain or to another party.
If you browse our Site, we may collect and store your IP (Internet Protocol) addresses, your domain name, and your browser and platform type (e.g. Netscape browser on a Microsoft platform). The information may be used to provide us with demographic information and visitor browsing habits.
On some pages, we may ask you for your company and/or your personal information. For example, if you are a customer, we will need your personal and company information to register you and provide you with a user name and password. We may need access to your personal information, and therefore you may not remain anonymous to us. If you choose to provide us with personal information, you consent to the transfer and storage of that information to our servers.
We may collect and store the following information:
– Name, email address, phone number, gender, responses to any surveys or solicitations, company name, business type, business address, job position, and similar information about your business;
– correspondence sent to us;
– computer sign-on data, statistics on page views, traffic to and from the Site, and other information, including IP address and standard web log information; and
– supplemental information from third parties. (For example, if the information you provide cannot be verified, we may ask you to send us additional information (such as your drivers license number, credit card information, etc.), or to answer additional questions online to help verify your information.)
We don’t sell, share or rent your personal information to third parties for their marketing purposes without your explicit consent. We may use your personal information, including e-mail address to communicate with you regarding your transactions with us, to notify you of special offers or programs, to respond to your queries, or for tracking information. We may also use your personal information to share information about Velocity that may be of interest to you. We may combine your information with information we collect from other companies (such as demographic data) to improve and personalize our services. We may use your personal information for internal research and marketing efforts. If you don’t wish to receive marketing communications from us, simply indicate your desire to opt out by e-mailing us, mailing us, or telephoning us at the email address, mailing address, and telephone number provided below.
Address: 2208 Energy Drive, Austin, Texas 78758
Phone Number: (512) 973-9500
Our primary purpose in collecting personal information is to provide you with a safe, smooth, efficient, and customized online experience. We may use your personal information for our internal purposes, and share your information with our corporate affiliates and other members of our corporate family, or with our member institutions, and service providers. You agree that we may use your personal information for the uses specified below, including but not limited to:
– providing services such related to the buying and selling of products and services to your company;
– tracking your queries, and building a user database with preferences to expedite future requests;
– resolving disputes, and troubleshooting problems;
– preventing potentially prohibited or illegal activities, and to enforce our “User Agreement”;
– improving the Site’s content and layout;
– telling you about targeted marketing, and promotional offers based on your communication preferences; and verifying it with third parties. If you prefer not to be contacted with our promotional offers, products or services, please notify us at the mailing address, email address or phone number provided above. You may also contact us by any of the methods specified above to correct or update any individual information on you. Further, it may take us some time to process your request not to be contacted with our promotional offers, products or services.
Our Disclosure of Your Information
We may disclose personal information to respond to legal requirements, or to enforce our policies. We may also share your personal information with:
– corporate affiliates and other members of our corporate family to help detect and prevent potentially illegal acts and provide joint services;
– service providers who help with our business operations; (such as fraud investigations etc.)
– other third parties to whom you explicitly ask us to send your information; (or about whom you are otherwise explicitly notified and consent to when using this Site)
– law enforcement or other governmental officials, in response to a request relating to an investigation or alleged illegal activity;
Without limiting the above, in an effort to respect your privacy, we will not otherwise disclose your personal information to law enforcement, other government officials, or other third parties without a subpoena, court order or substantially similar legal procedure, except when we believe in good faith that the disclosure of information is necessary to prevent imminent physical harm or financial loss or to report suspected illegal activity.
A few important things you should know about cookies are that:
– You are always free to decline our cookies if your browser permits, although doing so may interfere with your use of the Site.
Accessing, Reviewing and Changing Your Personal Information
You can see, review and change most of your personal information by logging into the Site. Generally, we will not manually modify your personal information because it is very difficult to verify your identity remotely. You must promptly update your personal information if it changes or is inaccurate. We do retain personal information in order to comply with law, prevent fraud, resolve disputes, troubleshoot problems, assist with any investigations, enforce our User Agreement, and take other actions otherwise permitted by law.
Your information is stored on our internet database and in our servers. We treat data as an asset that must be protected and use certain tools (encryption, passwords, physical security, etc.) to protect your personal information against unauthorized access and disclosure. However, as you probably know, third parties may unlawfully intercept or access transmissions or private communications on the Site. Therefore, although we work very hard to protect your privacy, we do not promise, and you should not expect, that your personal information or private communications will always remain private.
Children’s Online Privacy
The Children’s Online Privacy Protection Act took effect on April 21, 2000 and pertains to Web sites directed towards children under 13 years of age. We do not collect information on any person under 13 years. By using our Site, you represent that you are not under 13 years of age.
Links to Third Party Websites
VELOCITY ELECTRONICS USER AGREEMENT
Current as of December 20, 2006
PLEASE READ THIS AGREEMENT CAREFULLY. BY USING ANY VELOCITY ELECTRONICS, CORPORATION WEBSITE YOU AGREE TO ABIDE BY THE TERMS AND CONDITIONS OF THIS USER AGREEMENT BETWEEN YOU AND VELOCITY ELECTRONICS, CORPORATION. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT USE THE WEBSITE. THIS AGREEMENT DOES NOT APPLY TO PURCHASES OF PRODUCTS FROM VELOCITY ELECTRONICS, CORPORATION. ANY PURCHASE BY YOU OF PRODUCTS FROM VELOCITY ELECTRONICS, CORPORATION WILL BE GOVERNED BY THE SEPARATE TERMS AND CONDITIONS OF THE APPLICABLE PURCHASE ORDER AND/OR PURCHASE AGREEMENT AND NOT BY THIS AGREEMENT.
You hereby acknowledge and agree as follows:
I. License Grant.
Velocity Electronics, Corp. (“Velocity”), a Texas Corporation organized and existing under the laws of the State of Texas, hereby grants you a limited, non-exclusive, personal, non-assignable and non-transferable license to access and use the Velocity Website, provided and expressly conditioned upon your agreement that all such access and use shall be governed by all of the terms and conditions set forth in this User Agreement (the “Agreement”). The “Velocity Website” includes, as applicable and without limitation:
(a) Velocity’s on-line computer system including all electronic databases and services accessed by or through Velocity’s on-line computer system, and individual items within those databases or services which may constitute independent works of authorship;
(b) all documentation, including user manuals, operations manuals and the like provided to you by or for Velocity, for use in connection with the on-line computer system; and
(c) any other courses, video presentations, audio presentations, slideshows, software, products, services, data, images, business ideas and strategies or other information provided by Velocity or obtained through Velocity’s on-line computer system (collectively referred to herein as “information”).
II. Ownership, Use and Intellectual Property Rights.
a. The Velocity Website is the valuable, exclusive property of Velocity or its licensors, and nothing in this Agreement shall be construed as transferring or assigning any ownership rights in such property to you or any other person or entity. You have a license to use the Velocity Website, as long as you comply with the terms of this Agreement or until Velocity terminates this Agreement or your access rights. Ownership of the Velocity Website, and any documentation or information, shall remain at all times with Velocity or its licensors. The Velocity Website is protected by contract law and intellectual property law, including domestic and international copyright law, and all intellectual property rights in the Velocity Website belong to Velocity or its licensors.
b. If Velocity provides you with an access identification, you may not allow concurrent use of the Velocity Website by multiple users utilizing identical user identification numbers, or allow another person or entity to use your user identification number to access the Velocity Website. You may not remove, alter or obscure any copyright, legal or proprietary notice in or on any portion of the Velocity Website. You may store in the memory of your computer and may manipulate, analyze, reformat, print and/or display for your use only, the information received or accessed through the Velocity Website pursuant to this Agreement. You may not resell, redistribute, broadcast or transfer the information or use the information in a searchable, machine-readable database. Unless separately and specifically authorized in writing by an officer of Velocity, you may not rent, lease, sublicense, distribute, transfer, copy, reproduce, publicly display, publish, adapt, store or time-share the Velocity Website, any part thereof, or any of the information received or accessed therefrom, to or through any other person or entity. All rights not granted to you herein are expressly reserved by Velocity or its licensors. Velocity and its licensors reserve all rights to enforce their copyright and intellectual property rights.
III. Delays in Services; Force Majeure.
Any delays in or failure of performance by Velocity or any of its licensors, service providers or service sponsors (including its and their officers, directors, employees, affiliates, agents, representatives and subcontractors) shall not give rise to any claims for damages, or any loss or liability, if and to the extent caused by interruptions due to electronic or mechanical equipment failures, telephone interconnect problems, defects, or occurrences beyond Velocity’s control, including but not limited to acts of governmental authority, weather, fire, floods, explosions, acts of God, strikes or other concerted acts of workers, riots, armed conflicts, acts of war, or sabotage. Velocity shall have no responsibility to provide you access to the Velocity Website while interruption of the Velocity Website due to any such or similar cause shall continue.
This Agreement and the limited license rights granted hereunder shall remain in full force and effect unless terminated or canceled for any of the following reasons:
a. immediately by Velocity for any unauthorized access or use by you, including, without limitation:
(i) concurrent access of the Velocity Website by multiple users utilizing identical user identification numbers;
(ii) permitting another person or entity to use your user identification number to access the Velocity Website; or
(iii) any other access or use of the Velocity Website except as expressly provided in this Agreement.
b. immediately by Velocity if you assign or transfer (or attempt to assign or transfer) any rights granted to you under this Agreement;
c. immediately by Velocity if you fail to abide by the rules and regulations relating to the use of, or tamper with or alter any of the software and/or data files contained in or accessed through, the Velocity Website;
d. immediately by Velocity if you transmit or receive using the Velocity Website (or cause the transmission or receipt of) any pornographic, obscene, disparaging, defamatory, or libelous information of any nature or form whatsoever, with respect to any other user, company, or any other person or business entity. Velocity, in its sole discretion, shall determine whether any information transmitted or received violates this provision;
e. immediately by Velocity if you violate any of the other terms and conditions of this Agreement; or
f. immediately upon termination of your subscription or authorization to use the Velocity Website.
Termination or cancellation of this Agreement shall not affect any other right or relief to which Velocity may be entitled, whether at law or in equity. Upon termination of this Agreement, all rights granted to you will terminate and revert to Velocity. Regardless of the reason for cancellation or termination of this Agreement. On termination of this Agreement, as requested by Velocity, you agree to erase and destroy any copies of the Velocity Website you have made. You agree to certify to Velocity your compliance with these requirements in writing upon Velocity’s request. All provisions in this Agreement, relating to proprietary rights, indemnification and limitation of liability shall survive termination of this Agreement.
You acknowledge that Velocity reserves the right to, and that Velocity may from time to time choose to, monitor any and all information transmitted or received through the Velocity Website. Velocity, in its sole discretion and without further notice to you, may review, censor or prohibit the transmission or receipt of any information which Velocity deems inappropriate (such as that specified in subparagraph (d) of the Termination paragraph above), or that Velocity determines violates any term or condition of this Agreement.
VI. Equipment and Operation.
You shall provide and maintain all telephone and other equipment necessary to access the Velocity Website, and the costs of any such equipment and/or telephone connections or use, including any applicable taxes, shall be borne solely by you. You shall reimburse Velocity for any such costs incurred by Velocity due to use of the Velocity Website by you; such reimbursement shall be billed to you and payable in accordance with your payment for access to the Velocity Website. You are responsible for operating your own equipment and for familiarity with the information (e.g., calculations and reports) used with or available through the Velocity Website. Velocity reserves the right to refuse assistance or to charge additional fees if you seek assistance from Velocity with respect to such basic background information or any other matters not directly relating to the operation of the Velocity Website. Neither Velocity nor its licensors shall have any responsibility to provide you with alternate access to the Velocity Website if your access is interrupted due to a breakdown or failure of your equipment.
VII. Warranty Disclaimer.
You acknowledge that the information provided through the Velocity Website is compiled from sources, which are beyond the control of Velocity. Though such information is recognized by the parties to be generally reliable during the term of this Agreement, you acknowledge that inaccuracies may occur and Velocity and its licensors do not warrant the accuracy or suitability of the information for any particular purpose. The information is provided by Velocity and its licensors for your personal information only, and is not intended for trading purposes. Information on this site is does not constitute advice (investment, tax, legal) amounting to investment advice, or make any recommendations regarding particular financial instruments, investments or products. Neither Velocity nor its licensors shall be liable for any errors, inaccuracies or delays in content, or for any actions taken by you in reliance thereon. Velocity makes reasonable efforts to obtain reliable content from third parties, but Velocity does not guarantee the accuracy of or endorse the views or opinions given by any third parties. The Velocity Website may point to other Internet sites that may be of interest to you, however, Velocity does not endorse or take responsibility for the content on such other sites. YOU ACKNOWLEDGE THAT THE VELOCITY WEBSITE IS PROVIDED TO YOU ON AN “AS IS, WITH ALL FAULTS” BASIS. VELOCITY AND ITS LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, ORAL, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY WARRANTIES ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING AND ANY IMPLIED WARRANTIES OF TITLE OR NON-INFRINGEMENT. SOME STATES DO NOT ALLOW EXCLUSIONS OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. FURTHER, VELOCITY AND ITS LICENSORS DO NOT REPRESENT OR WARRANT (i) THAT THE VELOCITY WEBSITE WILL MEET YOUR REQUIREMENTS OR IS SUITABLE FOR YOUR NEEDS, (ii) THAT THE ACCESS OR USE OF THE VELOCITY WEBSITE WILL BE ERROR-FREE, OR (iii) THE ACCURACY OF ANY DATA OR INFORMATION YOU INPUT INTO OR PROCESS WITH THE VELOCITY WEBSITE OR THE RESULTS OF ANY SUCH PROCESSING. YOU ARE SOLELY RESPONSIBLE FOR ALL DECISIONS MADE BY YOU IN CONNECTION WITH SUCH DATA, INFORMATION AND RESULTS, AND FOR VERIFYING THE ACCURACY OF SUCH DATA, INFORMATION AND RESULTS FROM INDEPENDENT SOURCES.
VIII. Limitation of Liability; Disclaimer of Consequential Damages.
a. YOU AGREE THAT VELOCITY AND ITS LICENSORS (INCLUDING ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES AND SUBCONTRACTORS) SHALL NOT IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE VELOCITY WEBSITE FOR ANY PURPOSE WHATSOEVER, EVEN IF VELOCITY AND ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.
b. NOTWITHSTANDING THE ABOVE PROVISIONS, IF THERE SHALL AT ANY TIME BE OR ARISE ANY LIABILITY ON THE PART OF VELOCITY OR ITS LICENSORS BY VIRTUE OF THIS AGREEMENT OR BECAUSE OF THE RELATIONSHIP THEREBY ESTABLISHED, WHETHER DUE TO THE NEGLIGENCE OF VELOCITY OR ITS LICENSORS OR OTHERWISE, SUCH LIABILITY IS AND SHALL BE LIMITED TO A SUM EQUAL IN AMOUNT TO THE LESSER OF TEN PERCENT (10%) OF THE SUMS PAID TO VELOCITY BY YOU UNDER THE TERMS OF THIS AGREEMENT OR $100.00, AS LIMITED DAMAGES AND NOT AS A PENALTY. THIS LIABILITY SHALL BE COMPLETE AND EXCLUSIVE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.
c. YOU ACKNOWLEDGE AND AGREE THAT VELOCITY WILL USE REASONABLE EFFORTS TO ASSURE THAT NO VIRUSES OR PROGRAMS WITH SIMILAR FUNCTIONS OPERATE ON, OR ARE PASSED THROUGH THE VELOCITY WEBSITE OR THE ACCESS SOFTWARE. HOWEVER, YOU HEREBY ASSUME ALL RESPONSIBILITY (AND HEREBY HOLD VELOCITY HARMLESS) FOR DETECTING AND ERADICATING ANY VIRUS OR PROGRAM WITH A SIMILAR FUNCTION ON YOUR COMPUTER EQUIPMENT, BY WHATEVER MEANS YOU DEEM MOST APPROPRIATE FOR YOUR NEEDS.
d. THE PROVISIONS CONTAINED IN THIS LIABILITY SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
e. IN NO EVENT SHALL VELOCITY OR ITS LICENSORS BE LIABLE FOR ANY LOSS OR LIABILITY, INCLUDING ANY FUTURE MONETARY LOSSES DUE TO YOUR USE OF THE VELOCITY WEBSITE.
YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS VELOCITY AND ITS LICENSORS (INCLUDING ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES OR SUBCONTRACTORS) FOR AND AGAINST ANY AND ALL CLAIMS BROUGHT BY PERSONS OR ENTITIES OTHER THAN THE PARTIES TO THIS AGREEMENT ARISING FROM OR RELATED TO YOUR ACCESS TO AND USE OF THE VELOCITY WEBSITE, INCLUDING THE INFORMATION OBTAINED THROUGH THE VELOCITY WEBSITE.
X. Export Control.
This Agreement is expressly made subject to any laws, regulations, orders, or other restrictions on the export from the United States of America of the Velocity Website and access software or information about the Velocity Website and access software that may be imposed from time to time by the government of the United States of America. You agree that you are not in a country where such export is prohibited or are a person or entity to which such export is prohibited. You are responsible for compliance with the laws of your local jurisdiction regarding import or export of the Velocity Website and access software.
XI. No Conflicting Terms.
If there is any conflict between this Agreement, any purchase order, any help text, manuals or other documents relating to the Velocity Website, this Agreement shall govern, whether such order or other documents is prior to or subsequent to this Agreement, or is signed or acknowledged by any director, officer, employee, representative or agent of Velocity.
XII. Attorney’s Fees.
If Velocity takes action (by itself or through its representatives) to enforce any of the provisions of this Agreement, including collection of any amounts due hereunder, in addition to all sums to which it is entitled or any other relief, at law or in equity, Velocity shall be entitled to recover from you and you agree to pay, reasonable and necessary attorney’s fees and all costs of any litigation.
XIII. Governing Law; Limitations; Venue.
This Agreement shall be governed by the laws of the State of Texas, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. To the extent allowed by applicable law, any claims or causes of action arising from or relating to your access and use of the Velocity Website contemplated by this Agreement must be instituted within two (2) years from the date upon which such claim or cause arose or was accrued. Further, any such claim or cause of action may only be brought in the state or federal courts located in Austin, Travis County, Texas, and you agree to submit to the exclusive personal jurisdiction of such courts and hereby appoint the Secretary of State of Texas as your agent for service of process.
If any provision of this Agreement is found to be unlawful or unenforceable in any respect, the court shall reform such provision so as to render it enforceable (or, if it is not possible to reform such provision so as to make it enforceable, then delete such provision); and, as so reformed or modified, fully enforce this Agreement.
XIV. Entire Agreement.
This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof, and no other agreement as to such subject matter, written or oral, exists.
Velocity and its licensors reserve the right to make changes or modifications to the Velocity Website and this Agreement. Display of notice of changes online at Velocity’s website where you access the Velocity Website shall constitute effective notice under this Agreement on the day Velocity places the changes on-line on its website, and your continued use of the Velocity Website thereafter shall constitute your acceptance of such changes or modifications.
WHEN USING THE VELOCITY WEBSITE, YOU MAY SOMETIMES BE LINKED TO THIRD PARTY WEBSITES. VELOCITY IS NOT RESPONSIBLE FOR THE INFORMATION OR MATERIALS CONTAINED ON ANY THIRD PARTY WEBSITES. LINKS FROM THE VELOCITY WEBSITE ARE PROVIDED FOR CONVENIENCE ONLY, AND ARE NOT INTENDED AS AN ENDORSEMENT BY VELOCITY OF THE ORGANIZATION OR INDIVIDUAL OPERATING THE THIRD PARTY WEBSITE OR A WARRANTY OF ANY TYPE REGARDING EITHER THE THIRD PARTY WEBSITE OR THE INFORMATION ON THE THIRD PARTY WEBSITE. VELOCITY SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH SUCH THIRD PARTY WEBSITES. YOU MAY LINK TO ANY PAGE ON THE VELOCITY WEBSITE ONLY IF YOUR LINKS DO NOT USE ANY OF VELOCITY’S PROPRIETARY TRADEMARKS, SERVICE NAMES, TRADE NAMES, LOGOS, MARKS, OR OTHER DISTINCTIVE GRAPHICS, VIDEO, OR AUDIO MATERIAL AND YOU SHALL NOT LINK IN A MANNER REASONABLY LIKELY TO 1) IMPLY AFFILIATION WITH OR ENDORSEMENT OR SPONSORSHIP BY VELOCITY OR ITS AFFILIATES; 2) CAUSE CONFUSION, MISTAKE, OR DECEPTION; 3) DILUTE VELOCITY’S TRADEMARKS OR SERVICE MARKS; OR 4) OTHERWISE VIOLATE STATE OR FEDERAL LAW.
XVII. Children’s Privacy
The Children’s Online Privacy Protection Program took effect on April 21, 2000 and pertains to Websites directed towards children under 13 years of age. Velocity does not collect information on any person under 13 years of age. Therefore, if you are under 13 years of age, you may not search the Velocity Website, enroll in any of our programs, or use any of our services. By using the Velocity Website, you represent that you are not under 13 years of age.
XIX. Content Usage
Unless otherwise indicated, all information contained on the Velocity Website, such as text, graphics, logos, button icons, images, and audio clips is owned by or licensed by Velocity, and is copyrighted and proprietary material of Velocity, and may not be copied, reproduced, transmitted, displayed, distributed, sublicensed, altered, stored for subsequent use or otherwise used in whole or in part in any manner without Velocity’s prior written consent, except that you may make such temporary copies as are necessary to browse the Velocity Website. Velocity reserves all other rights not granted herein. You may not sell, modify, redistribute, put on another website or otherwise publicly display or publicly perform, or use for any commercial purpose, any materials or information obtained from the Velocity Website without Velocity’s express written consent.
All trademarks, service marks, and trade names are proprietary to Velocity unless expressly indicated to the contrary.
XXI. User Conduct on Forums
You understand that all materials and content, including but not limited to your data, graphics, or messages, which are posted publicly by you on any of the chat rooms, message boards or other public forums, if any, that may be found on the Velocity Website, or linked to the Velocity Website, are the sole responsibility of the person from which such content originated. Velocity disclaims all risks and liabilities for all materials and information that you post, email, transmit or otherwise make available via the Velocity Website. You may not use the Velocity Website to upload, post, email, transmit or otherwise make available any material that infringes any intellectual property or other proprietary right of any party, or that would otherwise violate any law. You may not post material that solicits funds, advertises or solicits for goods and services, and otherwise make available any unsolicited or unauthorized advertising, “junk mail,” “spam,” “chain letters,” or any other form of solicitation. You may not use the Velocity Website to make available any material that contains software viruses or any other harmful computer code, files or programs. You may not use the Velocity Website to post material that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable. You may not post material known to be false, misleading or deceptive. You may not violate any applicable local, state, national or international law. You may not “stalk” or otherwise harass any other user or otherwise collect or store personal data about other users. For your own safety, do not post personal information such as phone numbers, addresses or any other private information. Velocity retains the right, but not the obligation, in its sole discretion to refuse, edit, or delete any materials posted on the Velocity Website that Velocity considers infringing, abusive, offensive, defamatory, obscene, or otherwise unacceptable by Velocity. However, you bear all risks associated with, the use of any materials, including any reliance on the accuracy, completeness, or usefulness of such materials posted on the Velocity Website. You acknowledge and agree that Velocity may preserve your posted materials and may also disclose your materials and data if required to do so by law.
XXII. User Submissions
By submitting communications or content to any part of the Velocity Website where such content would be viewable by the public (e.g. posting on a public forum/bulletin board or public chat or other public communication), you agree that such submission is non-confidential for all purposes. Any submission to the Velocity Website will be deemed and remain the property of Velocity. You grant, or warrant that the owner of such content has expressly granted, Velocity a royalty-free, perpetual, irrevocable, world-wide non-exclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform and display the communication or content in any media or medium, or any form, format, or forum now known or hereafter developed.
Conflict Minerals Policy
“Conflict Minerals” including tin, tungsten, tantalum and gold (collectively 3TG), mined in the Democratic Republic of Congo (DRC) and adjoining countries, contribute to the funding of violence and human rights violations in the region. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 requires certain companies to disclose whether products they manufacture or contract to manufacture contains 3TG sourced from the DRC region.
As a distributor, Velocity Electronics does not manufacture or contract to manufacture products containing 3TG, nor do we directly purchase minerals from any source.
We understand many of the products that we distribute may contain 3TG and we support and promote the traceability of these minerals, but we are not able to certify as to the country of origin of the minerals contained in the products we distribute. We encourage customers requiring this information to contact the manufacturers of those products.
REACH (Registration, Evaluation, Authorisation and Restriction of Chemicals) – Regulation (EC) No 1907/2006
The products that Velocity Electronics primarily distributes are considered “articles” under European REACH regulations, and are not designed to release any substances during use.
As an independent distributor, Velocity does not manufacture the products it distributes and is not aware of the chemicals involved in the manufacture of these products unless communicated by the manufacturer. If we are provided with any updated information by the manufacturers relating to REACH we will communicate this to our customers.