Terms and Conditions

Terms and Conditions

TERMS AND CONDITIONS OF USE
DEFINITIONS
PAYMENT AND INVOICE TERMS
DELIVERY
RIGHT TO REJECT ORDERS & SALES
COMMUNICATION
PRODUCT SERVICE
RETURNS AND INSPECTION
LIMITED WARRANTY
CONFIDENTIAL INFORMATION AND PUBLICITY
UNAUTHORIZED ACTS
LIMITATION OF LIABILITY
COMPLIANCE WITH LAWS
 

1. TERMS AND CONDITIONS OF USE

The following Terms and Conditions (“Agreement”) constitute the entire agreement between Network Expert Group, Inc. (“NexG”) or its affiliates and Customer (“You”). All product transactions with NexG and the membership to the company site at URL http://www.nexg.com are subject to these terms and conditions. Accepting the NexG products indicates you shall be deemed to agree that this agreement shall be binding on the parties. It is very important to read all of these Conditions.

2. DEFINITIONS

(a)    “Agreement” means these terms and conditions written in this agreement.
(b)   “NexG” means the Network Expert Group, Inc. or any of its affiliates.
(c)    “You” means Customer who is a systems integrator, valued-added reseller or prime contractor, this Agreement permits Customer to resell Products to a third party.
(d)   “Products” means any hardware or software products identified on: (a) NexG’s then current applicable price list; (b) any NexG proposal or quotation; or (c) any NexG invoice.
(e)   “Hardware” means all the equipment designed, manufactured, and distributed by Network Expert Group, Inc.
(f)     “Software” means any of the Software provided under this Agreement on compact disc, via a web or ftp site, or on another medium, or through another delivery mechanism to include source code, software and function libraries, applications and user manuals and documentations that developed by Network Expert Group, Inc. and regarded as NexG’s Intellectual property.
(g)    “Purchase Order” means a written order referencing NexG’s quotation number and specifying, e.g.: (a) a purchase order number; (b) item prices; (c) part numbers; (d) quantities; (e) requested delivery dates; (f) delivery location, including name and contact information; and (g) bill-to address.

3. PAYMENT AND INVOICE TERMS

All fees exclude sales or service tax, insurance, and shipping charges, which shall be paid by Customer. Prices for Products are those set out in NexG’s current Price List, less the applicable discount, if offered. NexG may modify the Price List at any time, including changes to the Products or their corresponding list prices. All Products prices include delivery to a common carrier at the Products’ point of manufacturing or distribution, at which point title and risk of loss to the Products will pass to Customer. Except as may be specifically authorized in writing by NexG, and subject to NexG’s continuing approval of your credit status and financial condition, you will pay NexG for all Products ordered by within thirty (30) days of the date of the corresponding invoice issued by NexG. NexG, in its sole discretion, reserves the right to specify, and to change from time to time, your credit line and payment terms. All payments are to be made in US dollars. If at any time you are delinquent in the payment of any invoice, exceed the credit line established by NexG, or are otherwise in breach of the Purchase Order, NexG may, in its discretion, withhold shipment (including partial shipments) of any order or may require you to pay cash on delivery for further shipments. Payment not received by NexG when due may be subject to a late payment service charge.

4. DELIVERY

NexG will have completed performance of its obligations hereunder upon delivery without the additional requirement of any formal or express acceptance by Customer. All shipments from NexG are FOB or FCA NexG’s premises or designated facility, and “delivery” shall have occurred when NexG has placed the Products into the hands of a carrier for shipment. Customer shall pay all fees after the Purchase Order and in advance of shipment or, subject to NexG credit approval, within thirty (30) days of the invoice date. All scheduled delivery dates are estimates only and shall not be binding upon NexG unless expressly agreed by NexG in writing. Risk of loss and title to equipment pass to Customer on the date of Product delivery.

5. RIGHT TO REJECT ORDERS & SALES

 NexG reserves the right to limit or reject orders or to terminate any Services at any point, without explanation, such termination to be effective immediately.

6. COMMUNICATION

Notices or bills to custom under this Agreement will be deemed given if sent by post, fax or email to customer’s contact details in NexG’s records. If there is any change in these details, customer must inform NexG immediately in writing by mail to 3008 Wilshire Blvd, suite205, Los Angeles, CA 90010, or by email to customersupport@nexg.com, or fax to +1-213-487-1500.

7. PRODUCT SERVICE

NexG shall make every effort to provide a high level of availability for its product Service. However, NexG is unable to guarantee continuous, fault-free operation of its product Service or certain transmission times or capacities. NexG reserves the right to service its product Service at any time, which may result in temporary disruptions. No representations or guarantees are made in respect of availability, quality, operation or support for voice or data communication on third-party networks or with third-party lines. No guarantee may be given for absolute protection of NexG’s Service against unauthorized access or interception. NexG shall assume no liability for any such occurrence. NexG may at any time adapt or interrupt its services. NexG may engage at any time a third party to fulfill any of its obligations under this contract.

8. RETURNS AND INSPECTION

Customer must request a Return Materials Authorization (RMA) Form from NexG within 7 days of receipt if any returning Product needed. The product may be returned within 14 days of the date of receiving customer’s order. NexG will refund the price of the product excluding shipping costs if the product meets the conditions: (a)The product should remain in a saleable condition with original packaging and all seals unbroken; (b) returning Product have original invoice and RMA number; and(c) NexG have inspected the goods and confirmed the condition of the goods as appropriate for refund. NexG may charge customer a service fee and the cost of return shipping for any Product returned which is not covered under warranty or which is found not to be defective. Lost Product during return shipping shall be customer’s responsibility.

9. LIMITED WARRANTY

9.1 STANDARD WARRANTY

Subject to all limitations contained herein, NexG warrants that the Product substantially conforms to the specifications in the documentation for the Product. Products are warranted under the NexG Product Warranty in effect at the time NexG accepts a Purchase Order issued by Customer or as prescribed by local law. The warranty period for each Product is specified in the Price List, and shall apply regardless of any extended warranty period that you may choose to provide to your customers. NexG reserves the right to change a warranty period for a specific Product but only for orders placed after the effective date of such change. The current NexG Product Warranty may be found in the support section of http://www.nexg.com. The warranty for Software shall not apply if Customer has updated any third party operating system software without prior written authorization from NexG.

9.1.1 Hardware Warranty

NexG warrants to the customer that each item of hardware (“Hardware”) will be free from defects in workmanship and materials for its respective warranty period, which begins on the date of purchase by the customer. Customers’ exclusive remedy and NexG’s sole obligation and liability under this warranty is to promptly repair or replace any failed Hardware returned to You on behalf of an customer because of defects in workmanship or material.

9.1.2 Software Warranty

NexG warrants to the end-user that each item of software (“Software”), as delivered or updated by NexG and properly installed and operated on the Hardware or other equipment it is originally licensed for, will function during its respective warranty period substantially as described in the customer documentation supplied by NexG with the Software. If any item of Software fails to so perform during its warranty period, as the sole remedy NexG or NexG’s supplier will at its discretion provide a suitable fix, patch or workaround for the problem, which may be included in a future revision of the Software. For specific Software, which is distributed by NexG as a licensee of third parties, additional warranty terms offered by such third parties to customers apply.

9.2 WARRANTY EXCLUSIONS

Customer has no warranty rights with respect to (a) defects or non-conformities caused by improper use, such as failure to follow NexG’s operating instructions, use with incompatible equipment, or failure to implement updates and new releases of Software provided to Customer; (b) non-conformance due to actions of persons other than NexG and its personnel; (c) modifications made at Customer’s request, or (d) Products shipped, at Customer request, after the formal “end-of-life last shipment date” for the Products. Third-party products are covered by the warranties of their manufacturer and not the warranties set forth herein. Where any warranty cannot be excluded, our liability is, where permitted, limited to the replacement of (or reasonable replacement cost) or the repair (or reasonable repair cost) of the Customer’s Product.

9.3 Warranty Remedies

If the Product materially fails to comply with the above warranty standard during the warranty period, NexG shall provide the following:

9.3.1 For Hardware warranty service, Customer shall obtain an RMA number (RMA Form may requested from NexG support), and then ship the Product or defective parts to NexG, freight pre-paid with appropriate insurance, and NexG shall, at its sole discretion, (a) repair or replace the Product or parts to achieve compliance with the warranty, and ship the repaired or replacement hardware back to Customer within 30 days, or (b) refund to Customer the applicable fees.

9.3.2 For Software warranty service, Customer shall notify NexG of the Software defect and NexG shall, at its sole discretion, (a) use reasonable efforts to achieve compliance with the warranty, either by correcting the identified defect or providing a workaround or (b) refund to Customer the applicable fees. Correction of Software defects during the warranty period may be achieved by issuance of a later release of the Software not containing the defect, and in such event NexG will provide the new release to Customer at no charge, but use of the new release could require Customer to upgrade other components, which shall be at Customer’s expense.

10. CONFIDENTIAL INFORMATION AND PUBLICITY

Customer shall hold confidential and not use or permit others to use any information: (a) identified in writing or orally by NexG as confidential; or (b) that Customer knows or has reason to know is confidential information of NexG.

11. UNAUTHORIZED ACTS

Customer shall not undertake or howsoever permit any Unauthorized Acts and shall notify NexG as soon as it is aware of any Unauthorized Acts. Customer shall indemnify and hold NexG harmless from any costs or damages incurred or suffered by NexG in relation to Unauthorized Acts committed on the Premises resulting from customer’s acts or omissions or arising from the use of the Network by customer. Customer shall ensure that none of customer’s equipment and systems connected to the Network shall cause or be intended to be used for an Unauthorized Act.

12. LIMITATION OF LIABILITY

NexG shall not under any circumstances be liable to any person for any special, incidental, indirect or consequential damages, including, without limitation, damages resulting from use of malfunction of the Products, loss of profits or revenues or costs of replacement goods, even if NexG is informed in advance of the possibility of such damages. Except as required by law, in no event will NexG’s liability in connection with the Products or the Purchase Order exceed the amounts actually paid to NexG under the Purchase Order for the Products giving rise to such liability. These limitations apply to all causes of action in the aggregate. No action may be brought or arbitration demanded at any time more than twelve months after the occurrence of the facts giving rise to the cause of action.

13. COMPLIANCE WITH LAWS

By entering into this Agreement You expressly confirm that You are legally entitled to enter this agreement.