These General Terms and Conditions ("Agreement") are applicable to your purchase of SkyeTek’s product (the “Product”) and/or services (“Services”) and support (“Support”) provided to you by SkyeTek, Inc. By accepting delivery of the Product and/or Services and Support, you accept and are bound to the Terms and Conditions of this Agreement.
Other Documents. This Agreement may NOT be altered, supplemented, or amended by the use of any other document(s) unless otherwise agreed to in a written agreement signed by both you and SkyeTek.
Prices; Orders; Quotes; Payment Terms. Unless otherwise agreed in writing, the prices specified in the price list published by SkyeTek and in force on the date of acceptance of the order shall apply to your order. Price quotes are good for 30 days. All prices quoted by SkyeTek are exclusive of sales tax, possible export or import duties, shipping, handling and insurance costs. SkyeTek reserves the right to adjust the prices for the Products and/or Services and Support from time to time. SkyeTek may ship and/or invoice parts of an order separately.
Payment terms are within SkyeTek's sole discretion, and, unless otherwise agreed to by SkyeTek, payment must be made at the time of purchase. Payment for the Product and/or Services and Support may be made by credit card, wire transfer, or some other prearranged payment method.
Shipping Charges; Taxes; Title; Risk of Loss. Shipping and handling are additional unless otherwise expressly indicated at the time of sale. All sales are made FOB Point (as defined by the INCOTERMS 2000) in Westminster, CO, USA. Freight and handling charges from SkyeTek's warehouse in Westminster, Colorado, are prepaid and added to the invoice, billed collect or billed to a 3rd party. For loss or damage that occurs during shipping by a carrier selected by SkyeTek, SkyeTek is responsible for filing the claim. For loss or damage that occurs during shipping by a carrier selected by you, you are responsible. You must notify SkyeTek within 30 days of the date of your invoice if you believe any part of your purchase is missing, wrong or damaged. Only Colorado customers need to remit sales tax. Unless you provide SkyeTek with a valid and correct tax exemption certificate applicable to your purchase of Product and the Product ship-to location, you are responsible for sales and other taxes associated with the order. Shipping dates are estimates only.
International Orders. In addition to the United States and its territories, SkyeTek accepts international orders to ship via an “Air Cargo” freight forwarder. All orders of international origin are exported from the US in accordance with the Export Administration Regulations. Diversion contrary to US Law is prohibited. All duties and taxes will be your responsibility.
Warranties. SkyeTek warrants that the products shall be free from material defects in materials and workmanship for a period of one (1) year from the date of the invoice. SkyeTek’s Licensed Software incorporated into each product shall perform and have functionality substantially in accordance with the specifications set forth in SkyeTek’s then-current published specification for a period equal to the duration of the product warranty.
SkyeTek shall (at its discretion) only be obliged to repair any defect free of charge, or to make the parts available that are necessary for the repair, or to replace the defective Product. If SkyeTek finds that repair or replacement of the Product is not (or no longer) possible or disproportionately troublesome, as your sole and exclusive remedy, SkyeTek shall be entitled to credit the price paid by you for the defective Product, without being liable for any further damages. The warranty for a repaired unit shall be limited to the longer of the original Warranty Period or ninety (90) days from the date of replacement.
SKYETEK MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, NON-INFRINGEMENT, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OF THE PRODUCTS. ANY BUYER OR USER ACKNOWLEDGES THAT IT ALONE HAS DETERMINED THAT THE PRODUCTS WILL SUITABLY MEET THEIR INTENDED USE REQUIREMENTS. SKYETEK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.
Return Policies; Exchanges. Product that you purchase directly from SkyeTek (and not a 3rd party) may be returned or exchanged only in accordance with SkyeTek's return policy in effect on the date of the invoice or acknowledgement. You must contact us directly before you attempt to return the Product to obtain a Return Material Authorization Number for you to include with your return. You must return the Product to us in its original or equivalent packaging. You are responsible for risk of loss, shipping and handling fees for returning or exchanging the Product.
Service and Support. Technical Support is available Monday through Friday (excluding Holidays) from 9:00am until 5:00pm MT (Mountain Time). Before requesting support, please have your invoice date and number available. SkyeTek has no obligation to provide Service and Support until SkyeTek has received full payment for the Product and/or Service and Support purchased. SkyeTek is not obligated to provide Service and Support purchased from or through a third party.
Limitation of Liability. SKYETEK SHALL NOT BE RESPONSIBLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR COMMERCIAL LOSS IN ANY WAY CONNECTED WITH THE PRODUCTS AND/OR SERVICE AND SUPPORT, WHETHER SUCH CLAIM IS BASED ON CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY.
In no event shall SkyeTek’s liability arising out of or relating to this Agreement exceed the individual price of the Product and/or Service and Support that gave rise to the liability.
In no event shall SkyeTek be responsible for warranty, repair or other claims regarding the Products unless SkyeTek’s analysis confirms that the Products were properly handled, stored, installed and maintained and not subject to contamination, abuse, misuse, or inappropriate modification or repair.
Change in Specifications. Product specifications and accessories may be changed at any time based on improvements and other reasons. Please consult with your SkyeTek representative at any time to confirm actual specifications of purchased Products.
Intellectual Property Rights. All intellectual property rights (“IP”), including but not limited to copyrights, patents, model rights and trademark rights with respect to products and services delivered by SkyeTek (including but not limited to software developed by SkyeTek, drawings, calculations, sketches, schematics, technical data, know-how, methodologies, processes, technologies or algorithms and advices) remain with SkyeTek and are not being transferred to you, unless and insofar as parties agree explicitly otherwise in writing. You acknowledge that SkyeTek’s IP is valuable and agree that you will not modify, reverse engineer, decompile, create other works from, or disassemble any product or software contained in the product unless otherwise authorized in writing by SkyeTek. You shall refrain from infringements of copyrights, patents, model rights, trademark rights or any other intellectual property rights of SkyeTek. In case intellectual property rights are being created under a contract between SkyeTek and you, all such rights will belong to SkyeTek and, in as far as necessary, you will transfer such rights to SkyeTek and you shall in every way co-operate in such transfer. You indemnify SkyeTek against all third party claims with respect to infringement of intellectual property rights insofar as such infringement is related to the development, delivery or use of goods that have been developed by SkyeTek according to your specification.
This indemnity also applies in case SkyeTek alters an existing product according to your instructions. SkyeTek indemnifies the customer against third party claims with respect to infringement of intellectual property rights by the Product that has been developed by SkyeTek independently, provided that you shall immediately inform SkyeTek of such claim in writing, give SkyeTek sole control of the defense thereof, and reasonably cooperate as requested by SkyeTek.
Governing Law. This Agreement and any Sales there under shall be governed by and construed in accordance with the laws of the State of Colorado without giving effect to any principles or conflicts of law, and any action related hereto shall be brought in State or Federal court in Denver, CO. If any provision of this agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.