Terms and Conditions
1. Warranty Assistance
The Buyer must immediately notify NetworkPCB of any defective Products within the Supplier's warranty period (the "Claim"). NetworkPCB will inform the Buyer whether the Claim should be handled directly with the Supplier or through NetworkPCB. If handled through NetworkPCB, the Buyer will be provided a return material authorization (RMA) for returning the defective Products. NetworkPCB's liability for defective claims is limited to taking administrative action with the Supplier to secure a refund, credit, or replacement Products. The Buyer is responsible for the costs of transport associated with returns or replacements. Products must be returned within five (5) working days of receiving an RMA.
2. Limitation of Liability
NetworkPCB's liability is limited to the purchase price of the Products (exclusive of VAT). NetworkPCB shall not be liable for any loss of profits, revenues, or goodwill, or for any indirect, incidental, or consequential damages. NetworkPCB will not be liable for damages arising from misuse, negligence, or unauthorized modification of the Products by the Buyer. NetworkPCB will not be obligated to accept the return of Products if the Buyer does not comply with the Supplier's return policies.
3. Intellectual Property Rights
The Buyer acknowledges that the Products are the intellectual property of the Supplier and agrees not to reverse compile, disassemble, or alter any software or remove proprietary markings from the Products. NetworkPCB does not indemnify the Buyer against intellectual property infringement claims unless expressly agreed by the Supplier. The Buyer agrees to respect the Supplier's intellectual property rights and comply with applicable laws.
4. Force Majeure
Neither party shall be liable for any delays or failure to perform due to Force Majeure events. If Force Majeure persists for more than ninety (90) days, either party may cancel the Contract for undelivered Products.
5. Compliance with Laws and Export Control
The Buyer agrees to comply with all applicable laws and regulations governing the export of Products. NetworkPCB is not responsible for the Buyer's failure to obtain necessary export licenses or approvals.
6. Non-Solicitation
During the term of these Conditions and for twelve (12) months thereafter, the Buyer agrees not to solicit or hire any NetworkPCB employees involved in the sale or supply of Products.
7. Confidential Information
The Buyer agrees to maintain the confidentiality of NetworkPCB's confidential information and will not disclose it to third parties unless required by law. Confidential Information excludes information that was public, independently developed, or disclosed by other means.
8. Additional Terms of Sale
NetworkPCB reserves the right to change Product specifications without notice to comply with legal or regulatory requirements or to improve performance. Buyer acknowledges that Services such as training may be conducted at a location other than NetworkPCB's premises, and may be declined if specific requirements are not met.
9. Miscellaneous
Assignment: Buyer may not assign these Conditions without the prior written consent of NetworkPCB. However, NetworkPCB may assign a Purchase Order, in whole or in part, to any of its subsidiaries, including those outside the U.S., without Buyer's consent.
Waiver: The failure of either party to enforce any provision of these Conditions does not constitute a waiver of that provision, and the right to enforce it at a later time is not relinquished.
Severability: If any provision of these Conditions is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
Audit Rights: The Buyer must maintain accurate and complete records pertaining to the performance of these Conditions or any Contract and make them available to NetworkPCB for inspection within reasonable notice. These records must be kept for at least two (2) years after the end of the calendar year to which they pertain.
Marketing: The Buyer consents to NetworkPCB collecting, storing, and using their data, including personal data, for marketing and promotional purposes. Personal data will not be shared with third parties without Buyer's consent. The Buyer can opt out of receiving promotional information at any time by notifying NetworkPCB in writing.
Notices: Notices must be in writing and delivered personally, via overnight carrier with proof of delivery, or mailed by certified mail, return receipt requested. Notices should be sent to NetworkPCB at 520 White Plains Road, Tarrytown, NY 10591, Attention: Legal Department or to such other address as specified by either party. Notices will be considered delivered upon receipt.
Entire Agreement
These Conditions constitute the entire agreement between the parties and supersede any prior agreements. By submitting a Purchase Order or accepting Products, the Buyer agrees to these Conditions.