Terms & Conditions


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Updated November 18th, 2014


These Terms and Conditions contain the terms and conditions upon which Code Laboratories, Inc., its affiliates and representatives ("CL") make all sales of hardware and software ("Product" or "Products") with Purchasers ("Purchaser"). These Terms and Conditions are subject to change at any time.


1. ACCEPTANCE

Purchaser's acceptance of and agreement to be bound by these Terms and Conditions are indicated by, but not limited to, any one of the following:

    a) Purchaser placing an order for Products;
    b) Purchaser's acceptance of any shipment or any part of the items specified for delivery;
    c) Purchaser's acceptance of a CL sales quotation;
    d) Purchaser's written acknowledgement hereof;
    e) Payment by Purchaser of any amount of Product price, invoice or pro-forma invoice; or
    f) Any other offer or expression of acceptance by Purchaser.

All orders are subject to acceptance by CL.

Notwithstanding any contractual terms accompanying the Purchaser's order or otherwise provided by the Purchaser, the Terms and Conditions herein shall be the only terms and conditions applicable to this agreement.


2. PRICING AND SALES QUOTATION

Prices do not include applicable sales, use, excise, or similar taxes unless specifically noted. Prices on sales quotations are valid for the period stated on the quotation. Prices are subject to change at any time.


3. PAYMENT

Terms of payment are at CL's sole discretion and are agreed to when an order is placed. All payments are to be made in U.S. funds unless otherwise agreed.

CL has sole discretion in extending credit to purchaser. If credit is extended, Purchaser will be invoiced once Product has been shipped. Purchaser shall pay each invoice no later than thirty (30) days (unless otherwise specified in writing by CL) from the date of invoice. Interest shall accrue on overdue amounts at the rate of 1.5% per month (18% per year). If no credit is extended, CL will require full or partial payment in advance. Payment may be made by credit card at the discretion of CL.


4. TAXES

Purchaser shall pay all applicable sales, use, excise, or similar taxes where and when applicable unless Purchaser provides CL with an exemption certificate acceptable to the relevant taxing authority.


5. TITLE AND DELIVERY

Except for shipment of Product, title to Product passes from CL to Purchaser upon pick-up by courier according to section 6 (Shipping). Title to all software shall remain with the licensor. CL can ship products up to 5 business days in advance of confirmed ship date.

Delivery dates are approximate. CL shall use reasonable efforts to fill all orders according to the shipment schedule provided by CL at the time of the acceptance of the order. In no event shall CL guarantee shipment according to such delivery schedule or be liable for damages due to delays in the delivery, including delays arising from export restrictions or out of stock items. Purchaser shall bear the cost of obtaining all necessary export permits or licenses. Unless otherwise agreed in writing, CL may make partial shipments and the terms and conditions herein shall apply separately for each shipment.


6. SHIPPING

All prices quoted (including repairs, part and goods) are C.P.T (Carriage Paid To) from CL’s facilities. If Purchaser chooses to bear the cost of shipment, all prices quoted (including repairs, part and goods) are F.C.A. (Free Carrier) from CL’s facilities. All responsibility for risk of loss or damage shall pass to Purchaser upon delivery of Product to carrier. Shipments from CL are insured up to the value of the product.


7. ASSIGNMENT AND RESALE

Purchaser shall not assign an order, or any interest therein, or any rights hereunder without the prior written consent of CL. Purchaser agrees that all Products are for its own use and not for commercial resale unless with the express written consent of CL.


8. AVAILABILITY AND STOCK

We reserve the right to exchange the Product ordered by Purchasers with an item of equal value if unit is not available from manufacture. Specifications of all Products are subject to CL's discretion and may change as a result of availability or product line updates.


9. RETURN AND EXCHANGE

All Product returns require a Return Merchandise Authorization (RMA) number issued by CL. Please contact CL to receive RMA number at [email protected] All returned Product shipments without an RMA number will be refused by CL and a refund will not be issued.

Returns and exchanges are subject to the following:

    a) Products must be returned within 30 days of purchase.
    b) Only products purchased at regular list price may be returned.
    c) Only orders of 4 items or less may be returned.
    d) Purchaser will be charged a 15% restocking fee for any return.
    e) The following Products may not be returned or exchanged:
        i. Custom Products;
        ii. Board level cameras; and
        iii. Depreciated (End of Life) Products.
    f) All returned products are subject to inspection by CL. CL will return to Purchaser any Products displaying any misuse or damage or otherwise not in original condition.
        i. CL will only accept returns in original condition.
    g) Products must be returned in the original packaging. Products should be packaged in a separate container with the RMA number clearly marked on the outside.
    h) Purchaser is responsible for all shipping costs on returns for any reason; original shipping charges will not be refunded.
    i) If payable, CL will issue refunds in the same form as Purchaser’s original payment for the Products.

CL has sole discretion for returns, credit, replacement, exchange, repair or remedy of deficiencies.


10. GOVERNING LAW

All sales shall be governed by and construed in accordance with the laws of the province of Las Vegas, Nevada, including the applicable federal laws of The United States, but excluding that body of law applicable to choice of law. The United Nations Convention on Contracts for the International Sale of Goods and any legislation implementing such convention, if otherwise applicable, shall not apply to any order or sale. Purchaser consents and attorns to the jurisdiction of the courts of Las Vegas for any suit, action or proceeding arising out of the Terms and Conditions.


11. WARRANTIES

All Products have a one (1), two (2) or three (3) year limited warranty for parts and labor on material and manufacturing defects, and a corresponding period of telephone and e-mail technical support; specific warranty periods can be found at (http://duo3d.com/warranty). Warranty only applies to original Purchaser. CL will at its option either repair or replace the damaged unit. CL does not warrant compatibility of Products with non-CL products. Warranty is void if any proprietary labelling is removed. Repaired or replaced Products are covered for the remainder of the original Product warranty period or 90 Days whichever period is longer.

CL shall not be responsible for any defect in the Products due to physical damage to the Products as a result of improper handling during or after shipment, misuse, neglect, improper installation or operation (including but not limited to radioactive or other dangerous environments), repair, alteration, accident or for any other cause not attributable to defective workmanship on the part of CL.

CL EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.


12. REPAIR

Repair service may be requested via [email protected] Products may be returned for repairs up to 3 years after their purchase date. The purchaser will pay any repair fees assessed by CL for products that are not covered by the Warranty described in item 10 above. Repaired products will have a Hardware Warranty period of 90 days from the date of shipment. CL may, at its discretion, exclude from this repair policy any Products that:

    a) Have been, or show any signs of being, misused, damaged or modified by Purchaser; or
    b) Are beyond reasonable repairability.


13. LIMITATION OF LIABILITY

IN NO EVENT SHALL CL OR ITS REPRESENTATIVES BE LIABLE TO ANY PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA) RESULTING FROM PERFORMANCE OR FAILURE TO PERFORM UNDER THESE TERMS AND CONDITIONS, OR FROM THE FURNISHING, PERFORMANCE OR USE OF ANY PRODUCT OR SERVICE SOLD PURSUANT HERETO, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CL'S LIABILITY WILL NEVER EXCEED THE TOTAL PRICE PAID BY PURCHASER HEREUNDER. CL SHALL HAVE NO LIABILITY FOR ANY INDIRECT OR PUNITIVE DAMAGES OR FOR ANY CLAIM BY A THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN.


14. WAIVER

Failure of CL to insist upon strict performance of any provisions hereof shall not be deemed a waiver of its rights and remedies.


15. MODIFICATIONS AND AMENDMENTS

No amendment, modification or substitution to this agreement, including by the use of additional documentation, is valid or binding on any party unless it is in writing and signed by all parties hereto.


16. SEVERABILITY

In the event that any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of these Terms and Conditions shall remain in full force and effect and be construed to best effectuate the intention of the parties hereto.


17. FORCE MAJEURE

CL shall not be liable for any delay or failure in performance, including delay or non-shipment, caused by or resulting from acts of God, fire, flood, accident, riot, war, government intervention, delayed issuance of export licenses, embargoes, strikes, labor difficulties, equipment failures, or any other causes beyond the control of CL.


18. HEADINGS

The section headings used herein are for convenience of reference only and shall not affect the construction or interpretation of these Terms and Conditions.


19. SOFTWARE LICENSE

a) Any Software that is made available via the Site is the property of CL and its suppliers. Use of such Software is governed by the terms of the license agreement that accompanies or is included with the Software, or by the license agreement expressly stated on the Site page(s) accompanying the Software. Some license terms are available for review (http://duo3d.com/eula) and are incorporated herein by this reference. Other license terms may only be posted with the Software downloads or at the Site page where the Software can be accessed. You shall not use, download or install any Software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, redistribution or use on a service bureau basis. If there is any conflict between the Terms and the license agreement, the license agreement shall take precedence in relation to that Software (except for as provided in the following sentence). If the Software is a pre-release version, then, notwithstanding anything to the contrary included within an accompanying license agreement, you are not permitted to use or otherwise rely on the Software for any commercial or production purposes.

b) If no license agreement accompanies the Software, use of the Software will be governed by the Terms. CL grants you a personal, worldwide, royalty-free, non-assignable, non exclusive license to use the Software for the sole purpose of enabling you to use the Services as provided by CL, in the manner permitted by the Terms. You agree that you will not decompile, reverse engineer or otherwise attempt to discover the source code of the Software. Notwithstanding the foregoing, decompiling the Software is permitted to the extent the laws of the jurisdiction where you are located give you the right to do so to obtain information necessary to render the Software interoperable with other software, provided, however, that you must first request the information from CL and CL may, in its discretion, either provide such information to you or impose reasonable conditions, including reasonable fees, on use of the Software to ensure that CL’s Intellectual Property Rights in the Software are protected. Unless CL has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

c.) The Software may automatically download and install updates from Code Laboratories from time to time. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new Software modules and completely new versions. You agree to receive such updates (and permit Code Laboratories to deliver these to you with or without your knowledge) as part of your use of the Services.


20. ENTIRE AGREEMENT

These Terms and Conditions constitute the entire agreement between CL and Purchaser with respect to the purchase of Products. THESE TERMS AND CONDITIONS ARE INTENDED TO SUPPLEMENT, BUT ARE EXPRESSLY SUBORDINATE AND SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN ALL APPLICABLE SOFTWARE LICENSE AGREEMENTS AS WELL AS TO ANY LICENSE, DEVELOPMENT, SUPPORT, BETA TEST, EVALUATION AND DISTRIBUTION AGREEMENT, OR ANY OTHER WRITTEN SALES AGREEMENT ("THE AGREEMENTS") PREVIOUSLY OR SUBSEQUENTLY ENTERED INTO BETWEEN THE PURCHASER AND CL. THE AGREEMENTS SHALL SUPERCEDE ANY INCONSISTENT PROVISIONS IN THESE TERMS AND CONDITIONS IN RESPECT OF THE SPECIFIC PRODUCTS TO WHICH THEY RELATE WHILE THE AGREEMENTS ARE SUBSISTING. Any terms and conditions contained in or attached to purchase orders submitted by Purchaser do not form part of The Agreements, and any such terms and conditions are hereby expressly rejected by CL.


21. YOUR PRIVACY

Read our Privacy Policy (http://duo3d.com/privacy) to learn about how we protect your orders, privacy and our communications.

 

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