Terms & Condition
OmegaDealer.com Terms and Conditions of UseThis page states the Terms and Conditions under which you may use this Web Site. Please read this page carefully. If you do not accept the Terms and Conditions stated here, do not use the Web Site. Company may revise these Terms and Conditions at any time by updating this posting. You should visit this page periodically to review the Terms and Conditions, because they are binding on you. Specification and features are subject to change without notification.
Section 1. Company's LiabilityThe Material may contain inaccuracies or typographical errors. Company makes no representation about the accuracy, reliability, completeness, or timeliness of the Material or about results to be obtained from using the Web Site and the Material. Use the Web Site and the Material at your own risk. Changes are periodically made to the Web Site and may be made at any time. COMPANY DOES NOT WARRANT THAT THE WEB SITE WILL OPERATE ERROR-FREE OR THAT THIS WEB SITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL GOODS. IF YOUR USE OF THE WEB SITE OR THE MATERIAL RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, COMPANY IS NOT RESPONSIBLE FOR THOSE COSTS.
THE WEB SITE AND MATERIAL ARE PROVIDED ON AN 'AS IS' BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY AND ITS SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND THE WARRANTY OF FITNESS FOR PARTICULAR PURPOSE. COMPANY AND ITS SUPPLIERS MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIAL, SERVICES, SOFTWARE TEXT, GRAPHICS, AND LINKS.
Section 2. Disclaimer of Consequential DamagesIN NO EVENT SHALL COMPANY, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED AT THIS SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEB SITE AND THE MATERIAL, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Section 3. User SubmissionGenerally, any communication which you post to the Web Site is considered to be non-confidential. If particular Web pages permit the submission of communications which will be treated by Company as confidential, that fact will be stated in "Legal Notices" on those pages. By posting communications to the Web Site, you automatically grant Company a royalty-free, perpetual, irrevocable nonexclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the communication alone or as part of other works in any form, media, or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sub-licensees.
As a User, you are responsible for your own communications and are responsible for the consequences of their posting. You must not do the following things: Post material that is copyrighted, unless you are the copyright owner or have the permission of the copyright owner to post it; post material that reveals trade secrets, unless you own them or have the permission of the owner; post material that infringes on any other intellectual property rights of others or on the privacy or publicity rights of others; post material that is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to another User or any other person or entity; post a sexually-explicit image; post advertisements or solicitations of business; post chain letters or pyramid schemes; or impersonate another person.
The Company does not represent or guarantee the truthfulness, accuracy, or reliability of any of communications posted by other Users or endorse any opinions expressed by Users. You acknowledge that any reliance on material posted by other users will be at your own risk.
Company does not screen communications in advance and is not responsible for screening or monitoring material posted by Users. If notified by a User of communications which allegedly do not conform to this Agreement, Company may investigate the allegation and determine in good faith and its sole discretion whether to remove or request the removal of the communication. Company has no liability or responsibility to Users for performance or nonperformance of such activities. Company reserves the right to expel Users and prevent their further access to the Web Site for violating this Agreement or the law and the right to remove communications which are abusive, illegal, or disruptive.
Section 4. Links to Other SitesThe Web Site contains links to third party Web sites. These links are provided solely as a convenience to you and not as an endorsement by Company of the contents on such third-party Web Sites. Company is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third party Web sites. If you decide to access linked third-party Web sites, you do so at your own risk.
Section 5. Software LicensesAll software that is made available for downloading from the Web Site ("Software") is protected by copyright and may be protected by other rights. The use of such software is governed by the terms of the software license agreement o designated "Legal Notice" accompanying such software license ("License Agreement"). The downloading and use of such software is conditioned on your agreement to be bound by the terms of the License Agreement.
Section 6. Limitation of LiabilityUnless otherwise expressly provided in a Software License Notice, the aggregate liability for Company to you for all claims arising from the use of the Materials (including Software) is limited to $100.
Section 7. IndemnityYou agree to define, indemnify, and hold harmless the Company, its officers, directors, employees and agents, from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of the Material (including Software) or your breach of the terms of this Agreement. The Company shall provide notice to you promptly of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding.
Section 8. Export ControlThe United States controls the export of products and information. You agree to comply with such restrictions and not to export or re-export the Materials (including Software) to countries or persons prohibited under the export control laws. By downloading the Materials (including Software), you are agreeing 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 the import, export, or re-export of the Product.
Section 9. Forward Looking StatementsExcept for historical information contained herein, statements made at this website that would constitute forward-looking statements may involve certain risks such as our ability to keep pace with technological advances, significant competition in the wireless, mobile and consumer electronics businesses, quality and consumer acceptance of newly introduced products, our relationships with key suppliers and customers, market volatility, non-availability of product, excess inventory, price and product competition, new product introductions and other risks detailed in the Company's public filings with the Securities and Exchange Commission. These factors, among others may cause actual results to differ materially from the results suggested in the forward-looking statements.
Section10. GeneralThis Web Site is based in Hauppauge, New York. The Company makes no claims the Materials are appropriate or may be downloaded outside the United States. Access to the Materials (including Software) may not be legal by certain persons or in certain countries. If you access the Web Site from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. This Agreement is governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Except as expressly provided in a particular "Legal Notice" or Software License or material on particular Web pages, this Agreement constitutes the entire Agreement between you and the Company with respect to the use of the Web Site. Any changes to this Agreement must be made in writing, signed by an authorized representative of the Company.
PURCHASE ORDER TERMS AND CONDITIONS
1. Order Acceptancea. The Purchase Order, together with these terms and conditions, any any attachments and exhibits, specifications, instructions and other information, whether physically attached or incorporated by reference (collectively, the "Purchase Order"),constitutes the entire and exclusive agreement between the Omega R & D Company,supplier (the "Seller") identified in the Purchase Order. Any additional or different terms proposed by the Seller in any quotation, acknowledgement or any other documents are hereby deemed to be material alterations and notice of objection to them is hereby given. Any such proposed terms shall be void and the terms herein shall constitute the complete and exclusive statement of the terms and conditions of the contract between the parties.
b. If this Order has been issued by Buyer in response to an offer and if any of the terms herein are additional to or different from any terms of such offer, then the issuance of this Order by Buyer shall constitute an acceptance of such offer subject to the express condition that Seller assent to such additional and different terms herein.
2. Entire AgreementThis Order consists of all terms contained on the face hereof, the specifications, documents and attachments referred to or attached hereto by Buyer together with the terms and conditions of purchase stated herein. This Order sets forth the entire agreement between the parties and is limited to the provisions contained herein. No amendments or modifications to its provisions will be binding upon Buyer unless in writing and signed by an authorized representative of Buyer's Purchasing Department.
3. Pricea. The price(s) set forth on the face of this Order are firm, or if no price appears thereon, then no higher than the last price quoted or charged by Seller for the same goods or services. Unless otherwise provided herein, such prices include all costs for packing, insuring and transporting the goods ordered to Buyer's facility. Buyer shall not be liable for any taxes or governmental charges of fees with respect to this Order other than those which Seller is required by law to collect from Buyer. All such taxes and fees shall be stated separately on Seller's invoice.
b. Seller agrees to extend to Buyer any price reductions necessary to give Buyer the benefit of the lowest and most favorable prices and terms offered or given by Seller to other purchasers of the goods and services described in this Order.
4. Deliverya. TIME IS OF THE ESSENCE OF THIS ORDER. If delivery is not made at the time specified, Buyer reserves the right to cancel the entire Order or that part of the Order not timely delivered, and to purchase elsewhere and hold Seller liable for all costs and damages incurred by Buyer. Seller shall not make any material commitments or production arrangements in excess of the amounts, or in advance of the time necessary to meet Buyer's delivery schedule for goods or services covered by this Order. Any excess commitments or arrangements shall be made at Seller's own risk. Buyer shall not be liable for goods shipped in advance of or in excess of scheduled deliveries.
b. Seller assumes all risk of loss and damage to the goods until delivery to Buyer at its facility specified on the face of this Order. The term FOB in this Order refers to transportation charges only.
5. Inspection and AcceptanceAll goods and services sold hereunder shall be subject to inspection and acceptance by Buyer either at Seller's facility and/or after delivery notwithstanding any payment. After receipt of the goods or services, Buyer shall have a reasonable time (which time shall not be less than sixty (60) days) within which to inspect prior to Buyer's acceptance thereof. Nonconforming goods shall be returned freight collect, and Seller shall be debited for the inbound transportation cost plus handling and packing expenses.
6. Warrantya. Seller warrants title to the goods described on the face hereof and warrants further that all goods and services furnished: (i) will be in full conformance with the specifications, drawings, samples or other descriptions set forth or referred to on the face hereof; (ii) will perform as represented by Seller (even if such representations do not appear on the face hereof, notwithstanding the provisions of paragraph 2 hereof); (iii) will be new, merchantable and fit for the use intended by Buyer; (iv) will be free from defects in material, workmanship, manufacture and design (where design is Seller's responsibility). Seller's warranty shall be effective as described by our warranty terms.
b. In addition to other remedies available at law or in equity, Buyer may, at its option, return to Seller for full credit any goods which do not meet the warranties specified herein or require correction or replacement of such goods or services, all at Seller's risk and expense. Packing and shipping shall be at Seller's cost.
7. ChangesBuyer may direct in writing changes to this Order. Equitable adjustments will be made in price or schedule where required. Any claims for adjustment shall be made by Seller in writing not later than thirty (30) days from the date of Seller's receipt of any such direction from Buyer. Seller shall not be excused from proceeding with a change prior to negotiation of any adjustment.
8. Intellectual Property IndemnitySeller warrants that the goods purchased hereunder and the manufacture, sale and use thereof do not and will not infringe any third party patent, copyright, trademark, trade secret or other proprietary right ("Intellectual Property"). Seller agrees to defend, indemnify and hold harmless Buyer, its employees, agents, distributors, dealers, affiliates, customers and users from all liabilities, obligations, costs and expenses (including reasonable attorneys' fees and costs), claims or demands for actual or alleged infringement of any Intellectual Property arising from the purchase, use or sale of goods required by this Order, except to the extent that infringement or alleged infringement arises by reason of design for such goods furnished to Seller by Buyer.
9. IndemnificationSeller agrees to defend, indemnify and hold harmless Buyer and its employees, agents, distributors, dealers, affiliates, customers and users from all liabilities, obligations, costs and expenses (including attorney's fees and costs) incurred by Buyer as a result of all claims, demands, actions or judgments on account of personal injury or death, or damages to property arising out of or in connection with Seller's performance of this Order. Seller shall carry and maintain adequate insurance coverage satisfactory to Buyer to cover the above, and upon Buyer's request, shall furnish Buyer with evidence of such insurance in a form satisfactory to Buyer. Such indemnity shall apply whether an indemnity is claimed to be passively, concurrently or actively negligent and regardless whether liability without fault is imposed on one of the indemnities.
10. Termination for Conveniencea. Buyer may terminate this Order, in whole or in part, at any time with or without cause, upon written notice to the Seller. Upon receipt of such notice, Seller shall stop work immediately and terminate all orders and sub-contracts to the extent that they relate to the terminated work.
b. There shall be no charges for terminating the Order with respect to standard goods. Any claim for termination charges for non-standard goods must be submitted to Buyer in writing within ten (10) days after receipt of the termination notice.
c. Buyer's sole responsibility so Seller shall be to pay the contract price for such goods as have been delivered as of the time such termination is effective and to reimburse to Seller its actual costs of materials and direct labor expended by Seller as of the termination date in reasonable anticipation of its fulfillment of this Order which are not recoverable by Seller, provided that no allowance shall be made to Seller for any overhead or anticipated profit for undelivered goods. Buyer shall not be responsible for any commitments made by Seller in advance of those necessary to comply with the schedules set forth in this Order. Upon payment of Seller's claim, Buyer shall be entitled to all goods, materials and work in progress paid for.
11. Cancellation by Defaulta. Buyer may cancel this order immediately, in whole or in part, in the event Seller: (i) fails to make timely delivery, or (ii) breaches any other term or condition of this Order. Seller shall continue to supply any portion of this Order not cancelled.
b. In the event of such cancellation, at the Buyers request, Seller will transfer title to, and deliver to Buyer: (i) any completed goods; (ii) any partially completed items and (if) all unique materials and tooling. Prices for partially completed goods and unique materials and tooling accepted shall be negotiated; however, in no event shall such prices exceed the Order price for said goods.
c. Upon the happening of any event or condition which may, in Buyer's good faith judgment impair Seller's ability to perform hereunder, Buyer may demand, in writing, adequate assurance of Seller's ability to continue performance of this Order. If Seller does not provide written adequate assurance within fifteen (15) days of receipt of Buyer's demand, Seller shall be deemed to have rejected continued performance hereunder and to have materially breached this Order. In such event, Buyer shall have no further liability hereunder.
12. Liabilitya. Notwithstanding anything else to the contrary in the Purchase Order or otherwise, Buyer will not be liable to Supplier with respect to the subject matter of the Purchase Order under any contract, negligence, strict liability or other legal or equitable theory for any amounts in excess of the amount Buyer paid Supplier in the six months preceding the event or circumstance giving rise to such liability.
b. In no event shall Buyer be liable to Supplier for any incidental, indirect, special, consequential damages or loss of profits arising out of, or in connection with, the Purchase Order, whether or not Buyer was advised of the possibility of such damage.
c. The limitations will apply notwithstanding any failure of essential purpose of any limited remedy provided herein. Noting in the Purchase Order limits either party's liability for bodily injury of a person, death, or physical damage to property or any liability which cannot be excluded under applicable law.
13. Confidential InformationAll information furnished or disclosed to Seller by Buyer in connection with this Order which is identified as "Confidential' or "Proprietary" is received in confidence, shall remain the property of Buyer and shall not be disclosed to any third party without Buyer's written consent. Seller shall not use any such information for any purpose other than to perform this Order, If requested, Seller shall execute Buyer's Non-Disclosure Agreement before receipt of any such confidential information. Seller will return, upon demand, all such confidential information to Buyer upon completion by Seller of Its obligations hereunder. The obligations of this paragraph shall survive expiration or termination of this Order.
14. Inventions and Proprietary RightsSeller agrees to promptly disclose to Buyer all ideas, inventions, discoveries and improvements that are made, conceived, compiled or reduced to practice by Seller, solely or jointly with others, that are related to the performance of, or arising out of, or are paid for by Buyer in connection with this Agreement ("New Developments"). Seller further agrees to assign to Buyer all right, title and interest to all such New Developments. Seller understands and agrees that all New Developments which are subject to copyright protection under the United States Copyright Act of 1976, as amended, shall be considered "works made for hire" within the meaning of Section 101 of the Copyright Act and that such works constitute and contain valuable proprietary assets and trade secrets of Buyer. In the event that, notwithstanding the foregoing, title to and ownership of any New Development initially vests in Seller, Seller agrees to execute, at Buyer's request, all documents as may be necessary to grant, transfer and assign all such title and ownership thereof to Buyer. Seller agrees to obtain written assurances from its employees and contract personnel of their agreement to the terms thereof.
15. Assignment and SubcontractingSeller shall not delegate or subcontract any duties, nor assign any rights or claims under this Order without the prior written consent of Buyer.
16. Compliance with LawSeller guarantees that all goods delivered hereunder are produced, packed, labeled and shipped in compliance with all applicable laws. Seller agrees to comply with all federal, State, County and local laws, rules, codes, executive orders and regulations (the "Laws") applicable to its provision of materials and services hereunder. Seller shall, at all times hereunder, be in compliance with Buyer's Code of Conduct.Seller agrees to hold harmless Buyer and its employees, agents, affiliates, customers and users from any liability arising from Seller's failure to comply with such Laws.
17. Governing LawThis Order shall be interpreted in accordance with and governed by the laws of the State of New York, excluding its conflict of law rules. Any litigation arising out of this Order shall be brought in the state of federal courts locally in Suffolk County, New York and the parties consent to the jurisdiction over them by such courts. The parties specifically waive application of the UN Convention on Contracts for the International Sale of Goods.
18. Rights and RemediesAll rights and remedies of Buyer specifically set forth in this Order shall be in addition to any other or further rights and remedies provided at law or in equity. Failure of Buyer to insist upon strict performance of any term or condition of this Order shall not be deemed to be a waiver of Buyer's rights and remedies.
19. Set-offsAll claims for money due or to become due from Buyer shall be subject to set-off by Buyer by reason of any counterclaim arising out of this or any other transaction with Seller.
20. Buyer's PropertyAll property and material furnished to Seller by Buyer or specifically paid for by Buyer shall be used only in the performance of this Order and shall remain the property of Buyer. Such property shall be held at Seller's sole risk and shall be kept Insured by Seller at Seller's expense in an amount equal to the replacement cost with loss payable to Buyer. Such property shall be delivered in good condition, normal wear and tear excepted, to Buyer, FOB Buyer's plant, immediately upon request by Buyer.