Terms and Conditions of Quotation, Proposal, Proforma

Title to the goods will pass to you upon completion of payment for them. Until then we reserve the right to reclaim possession of the goods, but neither the reservation or that right nor the time of passage of title will affect your obligation to make timely payment as required by the contract. You bear the exclusive risk of loss or damage to the goods at all times after we ship them by turning them over to the carrier.

You agree that you will comply with the Export Control Regulations of the United States government with the respect to re-shipment of any goods or data pertaining to this Quotation, Proposal or Proforma. You acknowledge that it is your responsibility to obtain a copy and familiarize yourself fully with these Regulations to avoid violations.

Goods will be deemed to have been accepted by you unless we receive written notice to the contrary specifying the nature of the nonconformance within two weeks after the date you receive the shipment. We reserve the right to examine on your premises any goods you claim to be nonconforming. Charges may be imposed to reimburse us for our costs if we find your claim to be unsupported or for rescreening of conforming goods. No goods will be returnable to us unless you have received and complied with our return material authorization (RMA), which will not be unreasonably withheld.

We will endeavor to comply with delivery of the precise quantities specified in this Quotation, Proposal or Proforma but if the actual quantities shipped are within 10% more or less of the order quantities we will be deemed to have complied with the order. The extended price in all cases will be the unit price multiplied by the actual quantity delivered (before taxes).

We reserve the right to modify our process or performance specifications and to substitute delivery of goods substantially equivalent to those ordered, manufactured to the modified specifications.

We warrant that goods of our own manufacture, at time of delivery, are free from defects in material and workmanship and conform to our published specifications in all material respects. Chip Cards found not to conform to this warranty and returned to us within a period of six months (thirty days in the case of unpackaged Chip Cards) from date of delivery will be eligible for replacement, repair or credit as set forth below in this section 9. This warranty will not apply in cases where the goods have suffered misuse, abuse, neglect, alteration, accident, repair, improper installation, improper testing of the like after delivery; or where the goods are designated as experimental or to be used for development purposes, or to goods not manufactured by us or a related company or to goods for which claims are being made by anyone other than you. This warranty will not be enlarged by our having given you technical assistance regarding the goods. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER EXPRESS, IMPLIEDD OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

To obtain a remedy for defective or nonconforming goods failing to meet the foregoing warranty, the following conditions must be met. (1) You must notify us in writing promptly on discovery of the deficiency including a reasonably detailed explanation of it. (2) You must return the goods to our plant promptly on receipt of our RMA number, at your risk and expense and within the required return period specified above and (3) the claimed deficiency must be present and verified by us and not found to have been attributable to a disqualifying event, if all of these conditions are met; we will either replace or repair the goods having the deficiency or credit your account for the amount you paid us for them, at our option. This will constitute our exclusive time in which to provide the remedy. IN NO EVENT WILL WE BE LIABLE FOR ANY SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR BREACH OF WARRANTY OR ANY OTHER REASON RELATING TO ANY ORDER.

For any products CardLogix resells or is branded by CardLogix but manufactured by another party, CardLogix will provide 3 months support (from the day of the purchase) for which CardLogix will assist in identifying the problem or defect. CardLogix will assist the customer if the original manufacturer has an extended warranty period beyond the 3 months provided by CardLogix. This warranty will not apply in cases where the goods have suffered misuse, abuse, neglect, alteration, accident, repair, improper installation, software corruption, software installation gone bad, software apps not working, improper hardware or software development, product tear down, improper testing of the like after delivery; or where the goods are designated as experimental or to be used for development purposes, or to goods not manufactured by us or a related company or to goods for which claims are being made by anyone other than you. This warranty will not be enlarged by our having given you technical assistance regarding the goods. To obtain a remedy for defective or nonconforming goods failing to meet the foregoing warranty, the following conditions must be met. (1) You must notify us in writing promptly on discovery of the deficiency including a reasonably detailed explanation of it. (2) You must return the goods to our plant promptly on receipt of our RMA number, at your risk and expense and within the required return period specified above and (3) The claimed deficiency must be present and verified by us and not found to have been attributable to a disqualifying event, if all of these conditions are met; we will either replace or repair the goods having the deficiency or credit your account for the amount you paid us for them, at our option. This will constitute our exclusive time in which to provide the remedy. IN NO EVENT WILL WE BE LIABLE FOR ANY SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR BREACH OF WARRANTY OR ANY OTHER REASON RELATING TO ANY ORDER.

Subject to the conditions stated below, we will defer any suit or proceeding brought against you to the extent it is based on a claim that goods manufactured and supplied by us to you constitute direct infringement of a patent or copyright except , where the alleged infringement is based on (A) our compliance with your designs or specifications, or (B) by your use of the goods in combination with any other product or in practicing a process whether direct or contributory infringement, or (C) you or anyone else’s modification of the goods after we deliver them to you. You must (1) notify us of the claim promptly in writing and furnish us a copy of each material communication notice or other action relating to the alleged infringement (2) give us authority, information, and assistance (for which we will bear the reasonable expense) we deem necessary to define or settle the claim and (3) give us exclusive control of the defense, including the right to select counsel and to enter into a settlement. If these conditions are faithfully complied with we will bear the costs of the defense and will pay all damages and costs awarded against you to the extent they are based on the claim and not attributable to your own willful infringement.

If a suit or proceeding is brought against us based on a claim that goods manufactured and supplied by us to you constitute direct infringement of a patent or copyright based on any of these events (A), (B), or (C) recited in the first paragraph of this section 10 you agree to defend such claim and indemnify us from all damages and costs awarded against us on the same basis and subject to the same conditions as were applicable to you. If your use of the goods is enjoined, we will (at our sole discretion, either procure for you the right to continue using the goods or replace them with noninfringing goods or modify the goods to make them noninfringing goods or if none of these options is reasonably available to us, refund your purchase price on your return of the goods to us. THE FOREGOING STATES THE SOLE REMEDY AND EXCLUSIVE LIABILITY OF THE PARTIES FOR PATENT OR COPYRIGHT INFRINGEMENT IN NO EVENT WILL EITHER OF US BE LIABLE TO THE OTHER FOR ANY SPECIAL INCIDENTAL OR CONSEQENTIAL DAMAGES FOR PATENT OR COPYRIGHT INFRINGEMENT.

We will not be liable for any delay in performance or failure to perform an obligation under a resulting Order attributable to an unforeseen circumstance or a cause beyond our reasonable control. These are circumstances or causes generally understood to be within the meaning of force majeure. During the period of the contingency, we may suspend delivery of goods and services in connection with any Order, and if shortages of goods ensue, we may allocate production of the goods among our customers. We will endeavor to resume performance by seeking reasonable alternatives to overcome the contingency.

CardLogix reserves the right to use all products produced by us in our advertising and promotions unless otherwise specified in writing at the time of the order

13A. Your Default

If you default in your performance of any material obligation, we may cancel or suspend further deliveries or terminate an Order without affecting any rights or remedies we may have under an Order or allow. Without limiting our remedies we will be entitled to cancellation charges for finished goods and work in process which we commenced to reasonably meet the delivery schedule, as well as to quantity, price adjustments reflecting volume pricing quoted based on quantities ordered but canceled for the default and all costs, direct and indirect, incurred or committed and not recoverable for an Order, plus prorated anticipated profits. Continued shipment after default will not constitute a waiver of our rights or remedies for the default.

13B. Unilateral Cancellation

You may not cancel an Order or any part of it unless you pre-notify us and obtain our written consent, which will be granted so long as the terms of this Section 13B are adhered to. You will pay us the total liability owed under whichever of the subparagraph (1.) or (2.) below applies before your cancellation will be deemed effective. Your failure to comply will be a default.

1. If the goods are personalized in that they have been custom encoded and or printed according to your request, or other custom requirement for your product then you will be liable for 100% of the purchase price of our entire finished goods inventory allocated to an Order required to (i) meet and not unreasonably exceed the delivery schedule and for a prorated portion of the purchase price of our entire work in process according to state of completion at the time of cancellation and which cannot readily be diverted to other orders plus the cost of any parts and materials committed and required for completion of the Order but in no event will the price you are obligated to pay exceed the purchase price of the goods had they been completed and delivered according to the Order, or (ii) can be encoded with some potential loss of parts or their value, then you will be liable for 100% of the total loss and loss in value, plus our cost for reprogramming, plus a 20% restocking charge.
2. If the goods ordered are not personalized, have not been ordered specifically for you or otherwise customized, you will be liable for a percentage of the purchase price of the goods that depends on the amount of advance notice of cancellation you give us before the scheduled delivery is to be made as follows: for up to 60 days’ notice 100% of the purchase price; for 61-90 days 75% for 91-120 days 60% and for more than 180 days 25%.

If for any reasons, you would like to return the purchased products within 30 days from the day of receipt and the products have not been customized, ordered specifically to your request, are unopened or used, still in its original packaging (sealed), have not been damaged in anyway (including the packaging), you can request for a return form. CardLogix retains the right to accept or deny your return for no reason. If CardLogix accepts to receive your return, you will receive a return form with a return number. Please send the return form and product back to CardLogix, at your own expense. When the return will be received, CardLogix will inspect the return if it is in the proper condition (as described in the return form) and has not been damaged in transportation to CardLogix, CardLogix will then accept the return and charge a 30 % restocking fee before refunding the funds to the customer. If CardLogix needs to incur any fees to refund the purchase amount to the customer, these fees will be deducted from the amount given back to the customer.

15A. In General

WE ACKNOWLEDGE AND AGREE THAT WE WILL NOT BE LIABLE FOR SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETEHER FOR REPROCUREMENT COSTS OR LOSS OF ANTICPATED PROFITS FOR LOSS OF USE OR FOR ANY OTHER REASON CONCERNING THE GOODS OR ANY OTHER PERFORMANCE ISSUE UNDER THIS QUOTATION, PROPOSAL OR PROFORMA.

15B. Software

If software used in the goods is furnished by or for you and is not created by us, we will have no liability for any use of it or errors contained in it or claim of infringement of copyright or other intellectual property right as a consequence of its publication, distribution, sale or use, notwithstanding any other provision of this Quotation, Proposal or Proforma to the contrary. You will defend and indemnify us and hold us harmless from and against any such claim, loss, damage, costs (including but not limited to attorneys’ fees) and awards attributable to our having supplied the software to or for you.

16A. Government Contracts

If the goods covered by an Order are furnished or to be used in the performance of a U.S. Government contract or subcontract for which a mandatory pass down clause or clauses are applicable to us or our performance or the goods you will so inform us and allow us to review the clause(s) in question before we commence performance, so that we may make an informed decision on whether we wish to undertake performance of the Order. If we elect to rescind our willingness to proceed after having been notified of the clause(s) following our commencement without having received such notice earlier, we will have no liability for such rescission.

16B. Assignment

Neither party will have the right to assign this Quotation, Proposal or Proforma or an Order to which it refers, without the prior written consent of the other party, except to a successor in interest to all substantially all of the assets of the business of the respective party to which this Quotation, Proposal or Proforma relates. But any such assignment will not relieve the assigning party from its obligation to perform according to the contract if the assignee fails to perform and notice of such failure is given to both it and the assigning party. Except as indicated in this Section 15B. This agreement will inure to the benefit of the respective parties their successors and assigns.

16C. Notices

All notices required or permitted by this Quotation, Proposal or Proforma must be in writing and signed on behalf of the party giving the notice, addressed to the party receiving it and sent by courier, certified mail, facsimile personal delivery or other recognized manner of delivery, addressed to the respective address set forth on the face of the Quotation, Proposal or Proforma. Notices will be effective on date of receipt by the party to whom the notice is given.

16D. Entire Agreement Modifications and Waiver

This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Quotation, Proposal or Proforma, and merges and supersedes all communications representations. Agreements, understandings, and promises relating to that subject matter. No modification or waiver of the Quotation, Proposal or Proforma will be effective unless made in writing signed by the party to be charged with having given the modification or waiver.

16E. Governing Law

This Quotation, Proposal or Proforma will be governed, construed, and enforced according to the laws of the State of California.

16F. Jurisdiction

The parties unconditionally agree to submit to the jurisdiction of any California state court, or any United States federal court, sitting in Orange County, California over any suit, action or proceeding arising out of or relating to this Agreement.