Terms and Conditions - Customers
These Terms and Conditions of Sale cover LINKSTREAM LLC’s sales of its products and services.
General
These terms constitute the complete and exclusive expression by the parties concerning their subject matter and supersede any and all prior or contemporaneous conversations, understandings, communications and agreements between the parties. Neither the failure nor any delay on the part of either party to exercise any right, remedy, power or privilege shall operate as a waiver thereof.
Shipment
Goods are sold EXW (INCOTERMS 2010) Linkstream. Risk of loss and title shall transfer upon shipment.
Prices and Payment Terms
Unless otherwise stated in a Linkstream quotation, prices are stated in U.S. dollars, are subject to change without notice, and do not include taxes or duties of any kind. Subject to credit approval, payment terms are net 30 days from the date of invoice. If payment is not timely made, Linkstream shall have the right to charge interest on the unpaid balance, which shall accrue from the due date at a rate, which is the lesser of 2% per month, or the maximum legal rate. Buyer shall indemnify Linkstream against any and all expenses of collection arising from Buyer's default. Cancellation shall be subject to Linkstream’s approval, and shall entitle Linkstream to damages.
Cancellation of orders
Any cancellation request of confirmed orders must have written approval from Linkstream. In the case of approved cancellation, Linkstream shall have the right to collect a cancellation fee.
The cancellation time is calculated from the Linkstream confirmed delivery time to the date when Linkstream received the cancellation request from the Customer.
This cancellation procedure is applicable for products and volumes noted below:
- All customized products including hardware and software
-OR-
- Customer order volumes of 200 units or more of any Linkstream product
Cancellation fee in % of the time week buying price
0 – 10 Weeks 100 %
11 – 14 Weeks 50 %
15 – 20 Weeks 25 %
21 or more Weeks 0 %
All other cancelation requests are at the discretion of Linkstream and require a negotiated settlement.
Disclaimer of Warranties
Linkstream makes no warranties, express or implied, with respect to the services provided or the merchandise purchased hereunder, except such warranties as may be made by Linkstream under a separate warranty agreement between Linkstream and Buyer. IN PARTICULAR, LINKSTREAM DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Should any of the foregoing disclaimers be held invalid, in whole or in part, for any reason, Linkstream’s sole liability on any claim for breach of warranty shall be, at its option, to replace or repair any allegedly defective merchandise.
Limitation of Liability
NEITHER LINKSTREAM, NOR ANY OFFICER, DIRECTOR, EMPLOYEE, SUBCONTRACTOR, AGENT, SUCCESSOR OR ASSIGN OF LINKSTREAM OR ANY SUCH COMPANY (COLLECTIVELY, A "RELATED PARTY") SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM OR ARISING IN CONNECTION WITH THE MERCHANDISE SOLD TO BUYER OR LINKSTREAM’S FAILURE TO PERFORM ITS SERVICE OBLIGATIONS TO BUYER, REGARDLESS OF THE FORM OF ACTION, WHETHER IT BE IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) AND REGARDLESS OF WHETHER SUCH DAMAGES ARE FORESEEABLE, EVEN IF LINKSTREAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Linkstream’s liability to Buyer from any claim arising out of or in relation to services rendered or merchandise purchased shall not exceed the amount paid by Buyer to Linkstream with respect thereto. Damages in such amount shall be in lieu of all other remedies which the Buyer may have against Linkstream or any related party.
Export
Buyer shall comply with all the United States laws, regulations, rules and guidelines dealing with the export, re-export, or transfer of goods, software and technology to the extent applicable to the equipment and services sold hereunder.
Force Majeure
Unless specifically agreed in writing, shipment dates quoted are estimates, and Linkstream does not guarantee a particular date for shipment or delivery of the goods. Linkstream shall not be liable for any losses, damages, or penalties occasioned by late performance, nor for any deviations in performance due to fires, strikes, labor disputes, supplier delays, governmental actions, acts of terrorism, acts of nature, or any other condition beyond Linkstream’s control. Partial shipments are authorized.
Governing Law
Any agreement arising hereunder shall be governed by, and construed in accordance with, the laws of the State of Pennsylvania (excluding its choice of law provisions). The provisions of the U.N. Convention on Contracts for the International Sales of Goods shall not be applicable. A determination that any provision of a resulting agreement is ineffective or unenforceable shall not impair the enforceability of other provisions contained herein.
