Neptune Systems Standard Terms & Conditions

 

The purchasers of products and/or services from Neptune Systems or any affiliate thereof are subject to the following terms and conditions. The term “Purchaser” shall mean the party placing an order with Neptune Systems and identified as such in any document attached hereto (“attachment”), this document and all attachments are hereinafter referred to as “this Agreement”. The terms and conditions set forth in this agreement shall constitute the entire agreement between Neptune Systems and Purchaser relating to the sale of the products (“Products”) and/or services (“Services”) described in any attachment, or in an subsequent purchase or sales order. No conflicting or final terms or conditions which may appear in any order or other document of Purchaser shall be of any force or effect unless accepted and agreed to in writing by an officer of Neptune Systems.

Price
All Sales are final. There are no refunds, returns, or exchanges; the prices under this agreement are exclusive of all sales, use, excise or other taxes. The prices set forth shall be in effect until notice in writing from Neptune Systems., Inc. Neptune Systems reserves the right to adjust prices at its discretion with proper notice to Purchaser.

Taxes
Purchaser shall pay all federal, state, and municipal or other sales, use, excise or other taxes, assessments and charges assessed or levied against the products and/or services. Purchaser agrees to pay to Neptune Systems on request any federal, state, municipal or other sales, use, excise or other taxes, assessments or charges payable by Neptune Systems with respect to the products and/or services of the sale thereof.

Delivery
Delivery will be F.O.B. point of shipment. Unless otherwise directed by Purchaser, Neptune Systems will pre-pay the freight and bill Purchaser for shipping and handling charges. Purchaser assumes all risk of loss during delivery of the Products by Neptune Systems to the carrier. In the absence of instructions to the contrary, Neptune Systems, on behalf of the Purchaser, shall exercise its own discretion as to the method of shipment to be used and the selection of the carrier but shall not be deemed thereby to assume any liability in connection with the shipment nor shall the carrier thereby be deemed an agent of Neptune Systems. No goods shall be returned for repair or replacement without prior RMA authorization by Neptune Systems. All goods returned without such prior authorization will not be accepted by Neptune Systems and will be returned to the purchaser freight collect.

Terms of Payment
Except as otherwise stated in any attachment, terms are net due upon purchase. Payment method will be credit card (Visa, MasterCard, Discover, or American Express). Checks are accepted subject to collection and the date of collection shall be deemed the date of payment. Any check received from Buyer may be applied by Seller against any obligation owing from Buyer to Seller, regardless of any statement appearing on or referring to such check, without discharging Buyer’s liability for any additional amounts owing from Buyer to Seller, and the acceptance by Seller of such check shall not constitute a waiver of Seller’s right to pursue the collection of any remaining balance. Buyer shall pay interest on any invoice not paid when due from the due date to the date of payment at the rate of one and one-half (1 ½%) percent per month or such lower rate as may be the maximum allowable by law. If Buyer fails to make payment when due, Seller may pursue any legal or equitable remedies, in which event Seller shall be entitled to reimbursement for costs of collection and reasonable attorney’s fees. There shall be no time limit as to when Seller shall pursue any legal or equitable remedies. Reasonable annual costs of collection and attorney fees shall be defined as the greater of a maximum of $50,000, one hundred percent (100%) of compounded collection amount, or maximum allowable by law.

Disclaimer and Limitation of Liability
Neptune Systems shall in no event be liable for damages, including but not limited to incidental or consequential damages, for injury to any property or to any person, by reason of the person’s negligence or otherwise in connection with the safe, delivery, installation or use of the products and/or provision of services pursuant to this agreement, and purchaser shall indemnify and hold harmless Neptune Systems against further liability. Without limiting the generality of the foregoing, Neptune Systems shall in no event be liable for lost profits arising out of, or in connection with, this agreement. Neither Neptune Systems nor purchaser shall be liable for delay in the performance of any of its obligations under this agreement arising out of causes beyond it control, including but not limited to acts of God, governmental action, fires, floods, epidemics, quarantines, strikes, embargoes, or severe weather.

General Provisions and Governing Law
This agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Neither this agreement nor any variation or modification of this agreement or waiver of any of the terms or provisions hereof shall be deemed valid nor binding upon Neptune Systems unless in writing, signed by an officer of Neptune Systems and delivered by Neptune Systems to Purchaser. Failure by either party to enforce the terms hereof shall not be deemed a waiver of future enforcement of that or any other term. This agreement shall be construed and enforced in accordance with the procedural and substantive Laws of the State of California, United States of America (with the exception of the conflicts of law’s provisions of such state), and both parties agree that the federal and state courts located in California shall have jurisdiction over any matter arising in connection with the agreement, and hereby submit to such jurisdiction, further, the parties agree that venue for any matter arising in connection with this shall properly lay in the County of Orange, California.

Notification
Notices under this agreement shall be in writing and forwarded registered or certified mail, postage prepaid. Notices to Neptune Systems shall be addressed to Neptune Systems, 15750 Vineyard Blvd, Suite 150, Morgan Hill, CA 95037 USA. Notices to purchaser shall to be to the Purchaser’s principal business address or at its address set forth on the face of this agreement.

Warranty
Neptune Systems products are to be free of manufacturing defects for 1 year from the date of purchase, and may be returned for repair and/or replacement with an authorized RMA.  Customer abuse, physical/water damage, and purchases outside of 1 year will not be covered under warranty and a repair fee will be assessed based on the damage found during diagnostics.  Neptune Systems probes & sensors carry a 90 day warranty from date of purchase.  Neptune Systems warranty is void if the purchaser paid less than MAP price; is not the original purchaser who holds the warranty; or purchased from another individual directly.  Warranties are non-transferrable.  Neptune Systems will not return RMA products deemed hazardous and/or unsafe back to the customer if the repair charges are declined.  We do not return old parts from previously repaired units.  A minimum $35 diagnostics fee may apply if the item is out of warranty, NPF (no problems found), or a non-warranty repair is refused.  Neptune Systems factory repaired items come with a 60 day warranty starting from the date of repair.