Terms & Conditions
1.0 Standard Terms of Sale ("Terms of Sale")
All sales by Meridian 104, Inc. dba Western Latitudes ("Western
Latitudes") to its customers ("Customer") are subject to the following
standard terms and conditions. These terms and conditions apply unless
the Customer has signed a separate purchase agreement with Western
Latitudes, in which case the separate agreement shall be the governing
document.
2.0 Customer Acknowledgement
Customer acknowledges agreement with these Terms of Sale by the
placement of an order to purchase a Product or Service from Western
Latitudes.
3.0 All Sales Made In Colorado USA
All sales shall be deemed made in the State of Colorado, USA,
regardless of the location of the Customer. The Customer agrees that
any dispute with Western Latitudes arising out of the Customer's
purchase from Western Latitudes shall be brought by the customer
exclusively in the state or federal courts situated in the County of
Arapahoe in the State of Colorado; and the Customer hereby agrees that
such venue is appropriate and that Western Latitudes' agreement to sell
and deliver products to the Customer is dependent on this provision.
4.0 Use of Reconditioned Material
Western Latitudes reserves the right to ship new or
reconditioned material in fulfillment of any order or partial order, at
its sole option. If reconditioned equipment is shipped it will be full
refurbished and tested in accordance with Western Latitudes' quality
standard for new equipment and will be covered by the same standard
warranty terms by Western Latitudes as if it were new equipment.
5.0 Purchase Price
Prices are listed in Western Latitudes' authorized price list,
and are subject to change without notice. Prices for certain
governmental, corporate, and institutional customers may be set forth
in a bid or other written agreement between the parties. Payment is due
before shipment, unless credit terms have been arranged in advance with
Western Latitudes' Credit Department. In such case, payment terms shall
be as set forth in the credit agreement.
6.0 Shipping Terms
Shipping terms are: F.O.B. Western Latitudes' designated
manufacturing facility, unless otherwise stated in writing by Western
Latitudes. Western Latitudes, if requested, will arrange payment for
shipping with the carrier, but shipping charges are the responsibility
of Customer and will be added to the invoice price. Risk of loss is
upon Customer once Western Latitudes delivers product to the carrier.
Delivery times are estimates only and Western Latitudes shall not be
liable for delays. Western Latitudes reserves the right to ship partial
orders at its sole discretion.
7.0 User Rights to Software and License Agreements
The Software included with the Product is protected by
copyright law and/or international treaty provisions. Rights relating
to a particular Software program are listed in the license agreement
document provided by Western Latitudes or by the owner(s) of the
Software that is included with the Product. Customer agrees to abide by
all license provisions or end user agreement imposed by Western
Latitudes or by the manufacturer or publisher of any products or
software that Western Latitudes resells, including the StarFire end
user license agreement when the Customer purchases StarFire user
licenses.
8.0 International Sales
Products sold by Western Latitudes, including equipment and
software, may be exported from the United States only in accordance
with the Export Administration Regulations. Diversion contrary to
United States law is prohibited. Customer warrants and represents that
it is eligible to receive Products under United States law and agrees
to abide by any export or re-export restrictions imposed by Western
Latitudes or by the manufacturer or publisher of any products or
software that Western Latitudes resells.
9.0 Limited Manufacturer's Warranty
(a) NavCom warrants that its products will be free from defects
in material and workmanship at the time of delivery. Under this
warranty, parts found to be defective in material or in workmanship
will be repaired or replaced at the discretion of NavCom at no cost to
the Customer, provided that the Customer returns the defective product
to NavCom and pays all transportation charges, duties, and taxes
associated with the return of the product. Parts replaced during the
warranty period do not extend the period of the basic warranty.
This provision does not extend to any NavCom products, which
have been subjected to misuse, accident or improper installation,
maintenance or application, nor does it extend to products repaired or
altered outside the NavCom production facility unless authorized in
writing by NavCom.
THIS PROVISION IS EXPRESSLY ACCEPTED BY THE CUSTOMER IN LIEU
OF ANY OR ALL OTHER AGREEMENTS, STATEMENTS OR REPRESENTATIONS,
EXPRESSED OR IMPLIED, IN FACT OR IN LAW, INCLUDING IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND OF ALL
DUTIES OR LIABILITIES OF NAVCOM TO THE CUSTOMER ARISING OUT OF THE USE
OF GOODS, AND NO AGREEMENT OR UNDERSTNADING VARYING OR EXTENDING THE
SAME WILL BE BINDING UPON NAVCOM UNLESS IN WRITING, SIGNED BY A
DULY-AUTHORIZED OFFICER OF NAVCOM.
The warranty period is one (1) year from date of purchase.
10.0 LIMITATION OF LIABILITY
IN NO EVENT SHALL WESTERN LATITUDES BE LIABLE FOR SPECIAL, INCIDENTAL,
OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT
OR OPPORTUNITY. CUSTOMERÕS SOLE AND EXCLUSIVE REMEDY IS STATED IN
WESTERN LATITUDES WARRANTY ACCOMPANYING THE PRODUCT. IN NO EVENT SHALL
WESTERN LATITUDES' LIABILITY EXCEED THE REPAIR, REPLACEMENT, OR COST OF
THE SPECIFIC PRODUCT PURCHASED FROM WESTERN LATITUDES.
11.0 Returns
Returns of Product are subject to Western Latitudes' return
policies, which require that Customers obtain a valid returned material
authorization (RMA) from Western Latitudes prior to returning any
material. To obtain an RMA please contact Western Latitudes Customer
Service department via email at: support@westlat.com
Customer shall be responsible for any costs and or losses
incurred if Western Latitudes' return policies are not complied with
and Western Latitudes reserves the right to refuse delivery of any
returned material that does not comply with its stated return policies.
12.0 Exclusive Agreement
These Terms of Sale represent the complete and final agreement
between the Customer and Western Latitudes for the matters set forth
herein, and shall be supplemented only by the prices, quantity, and
descriptions set forth in Western Latitudes' invoice for the relevant
sale. Terms contained in Customers' purchase orders, offers to buy,
terms and conditions, and the like shall have no effect.
13.0 Other Documents
These terms and conditions may NOT be altered, supplemented, or
amended by the use of any other document(s), except as otherwise noted.
Any attempt to alter, supplement or amend this document or to enter an
order for product(s) or service and support that are subject to
additional or altered terms and conditions will be null and void,
unless otherwise agreed to in a written agreement signed by both
Customer and Western Latitudes.
14.0 Substitutions and Modifications
Western Latitudes reserves the right to substitute or change
materials, parts, Product specifications or functional attributes at
any time without notice. Western Latitudes also reserves the right to
ship Product in multiple boxes and/or shipments.
Western Latitudes "X-Range" product additions have been
modified to improve the Product's functional attributes. However, such
modification has not been approved by NavCom. As a consequence, the
Product shall have no Limited ManufacturerÕs Warranty and Section 9.0
of the Terms and Conditions is deleted in its entirety.
15.0 General
(a) These Terms of Sale and any transactions made under them
shall be interpreted by and be subject to the laws of the State of
Colorado, USA.
(b) In the event any section or portion of a section of these
Terms of Sale are deemed unlawful or unenforceable, that section or
portion of a section shall be stricken from the Terms of Sale, and the
remaining terms shall continue in full force and effect.
(c) Western Latitudes shall not be liable for any delay in
performance directly or indirectly caused by or resulting from acts of
nature, fire, flood, accident, riot, war, government intervention,
communication networks availability, embargoes, strikes, labor
difficulties, equipment failure, late deliveries by suppliers or other
difficulties which are beyond the control, and without the fault of
Western Latitudes. Quantities are subject to availability. In the event
of production difficulties or Product shortages, Western Latitudes may
allocate sales and deliveries at its sole discretion.
(d) These Terms of Sale may be modified from time to time by
Western Latitudes without notice, and are current as of the date of the
then current published Terms of Sale.
(e) The section headings used herein are for convenience of
reference only and do not form a part of these terms of conditions, and
no construction or inference shall be derived there from.