©2019 by IPG Inc.

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General Terms and Conditions of Sale

Please read the following statement below regarding IPG's terms and conditions of our Web site and related sales.

 

The following are the Terms and Conditions of sale ("Terms and Conditions") applicable to sales of products and services ("Products") by Infrastructure Proving Grounds, Inc. ("IPG") or any and all use of the www.ipg.gazos.com​ website by the website user or buyer ("You" or "Customer"). These terms shall govern the sale of IPG Products and the support thereof. In no event shall any conflicting or additional terms set forth in Customer's purchase order (or any other document provided by Customer) apply to IPG's sale of Products to Customer unless expressly agreed to in a separate written agreement signed by both IPG and Customer.

 

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE PURCHASING ANY PRODUCTS FROM IPG OR MAKING ANY USE OF IPG'S WEBSITE AT WWW.IPG.GAZOS.COM (THE "IPG SITE"). BY PURCHASING ANY PRODUCTS FROM IPG, OR BY USING THE IPG SITE, CUSTOMER HEREBY AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS.

 

IPG reserves the right, at its discretion, to change these Terms and Conditions at any time.

 

IPG Content:​ Customer acknowledges and agrees that all information and materials contained in the IPG Site or other IPG promotional or marketing materials, case studies, documentation accessible from the Site, trade names, trademarks or other intellectual property are Seller's exclusive property or the property of its licensors (the "IPG Content"). Except as permitted in this Section 1 below, no IPG Content may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. Customer may use and download IPG Content in connection with Customer's use of the IPG Site to evaluate and purchase Products. In all circumstances, however, Customer agrees to: (i) keep intact all copyright, brand, trade name, trademark and other proprietary or intellectual property rights or notices, (ii) make no modifications to the IPG Content, and (iii) not download any quantities of IPG Content to a database server, or other computer that can be used to avoid future use of and/or downloads from the IPG Site or for any other purpose, commercial or otherwise, except as is set forth herein or may be expressly agreed to in writing by IPG.

Pricing:​ Retail prices for Products are available on the IPG Site.

Payment Terms:​ IPG accepts the following payment methods: Visa, Master Card, Discover and American Express.  Customer agrees to pay applicable taxes, if any, including value-added, excise, all state and local sales and/or use taxes and personal property taxes, and any customs duties or charges imposed. Customer must claim any exemption from such taxes, fees or assessments at the time of purchase and provide the necessary supporting documentation. Any sales, use, or other applicable tax or fees or assessments is based on the location to which the order is shipped.  IPG requires payment prior to shipment, unless credit terms have been expressly granted and agreed to in writing. If approved, customers may purchase by means of a purchase order.

Shipping: ​Customer is responsible for all shipping and insurance charges. IPG will ship anywhere in the U.S.  Shipping and delivery dates are not guaranteed. Orders can be delayed because of payment, billing, or shipping verification in order to prevent fraudulent credit card transactions. IPG does not process or ship orders on weekends or U.S. National holidays. IPG reserves the right to use an alternative shipping method due to weight restrictions. Shipping charges are non-refundable.

Transfer of Title to Products passes from IPG to Customer upon IPG's delivery of the Products to the carrier. Risk of Loss or damage that occurs during shipping (including returns) is the responsibility of the party that selected the carrier.

Force Majeure:​ Delay in performance or non-performance of any obligation contained herein shall be excused to the extent such failure or non-performance is caused by Force Majeure. For purposes of this Agreement, "Force Majeure" shall mean any cause preventing performance of an obligation under this Agreement (except for the payment of money) which is beyond the reasonable control of either party hereto, and which by the exercise of reasonable and customary due diligence, could not have been avoided or overcome, including without limitation, fire, flood, sabotage, shipwreck, embargo, explosion, labor trouble, accident, riot, acts of governmental authority (including, without limitation, acts, tariffs, duties or other obligations imposed based on laws or regulations now in existence as well as those enacted in the future), acts of God, and delays or failure in obtaining components from suppliers, raw materials or transportation.

Backorder Policy: ​Products marked "Out of Stock" or "Expected" on the IPG Site may still be ordered. Credit card charges will not occur until the order is scheduled to ship. In the event that an item ordered is out of stock, IPG will notify Customer and provide updates as necessary. Availability of out-of-stock items is dependent upon the manufacturer.

Order Changing or Canceling Policies:​ All changes or cancellations must occur before the order is processed by IPG’s accounting department. Cancellation requests after this time may result in a cancellation fee of 5% on Components and 15% plus labor on Systems (excludes any tax charged). Products not offered on the IPG Site as standard Products ("Special Orders") and Volume Orders are non-cancelable. Customers may request to make a change to or cancel their order by contacting IPG during business hours.

Return, Exchange and Refund Policies: IPG will accept returned Products in accordance with the return policy.: Return for Refund and Warranty, below. All returns require an issued Return Merchandise Authorization (RMA) number. Unauthorized returns will be refused and returned to sender. To request an RMA, fill out a request online rma@gazos.ipg.com. RMA numbers are valid for 14 days. Customers are responsible for the cost of shipping and insurance and bear the Risk of Loss for the returned Products to IPG or to the OEM as may be specified by IPG. IPG will use UPS Ground shipping when sending replacement Products to domestic locations. Shipping costs are non-refundable. Returned product is considered abandoned property following 30 days with no response to Support communications.

Claims that the Product did not arrive must be made within 14 days after "item shipped" notification. Any claims or returns requested due to the Product was damaged upon arrival, missing, shortage, or incorrect product claims, at the fault of IPG or shipping company, must be made within 14 days of shipment.

Return for Refund: Subject to the exceptions and fees below, Customer may return Products for its convenience for a refund within 30 days of the ship date. All Components are subject to a 5% restocking fee. All Systems are subject to a 15% restocking fee. Shipping charges are non-refundable. Except in the event of a shipping error, Customers are responsible for the cost of shipping items back to IPG. The following Products and Fees are non-returnable and non-refundable:

    • ●  Products that have been defaced, modified, or physically damaged

    • ●  Products that have become non-functional due to user error or virus

    • ●  Products that have the warranty label/mark or serial number removed or altered by

    •    Customer

    • ●  Products returned without original retail packaging, or accessories (manual, mounting                         kit cables, etc.)

    • ●  Software, including Software in Systems

    • ●  Expedited Assembly & Validation Fees

    • ● Special Orders, Volume Orders

 

Warranties: Except when otherwise noted on the IPG Site, IPG warrants that all Products will be free from defects in materials and workmanship for a one-year period for components and a two-year period for built systems.

If a Component or System appears to be non-functioning or defective, read this section and contact IPG technical support at support@ipg.gazos.com. An IPG technician will contact you to discuss your issue and options.

 

  1. If the Product is under warranty at the time Customer submits a warranty claim to IPG, and the warranty has not been voided, IPG will, at its sole option, either repair or replace the Product, or issue Customer a refund for the purchase price of the Product. In the case of discontinued items or those approaching end of life, a comparable replacement as determined by IPG, may be provided. The foregoing shall be Customer's sole remedy and IPG's sole liability under any warranty claim.

 

  1. The warranty will be void if there is evidence of damage, misuse, or modification by the Customer. To avoid confusion between the parties, in the context of this clause, the meaning of “misuse” may include, but shall not be limited to any use or modification of the Products, whether in and of itself or in combination with other components, devices, software, application or environment which exceeds, or is outside the scope of the technical specifications or performance capabilities of the product and/or applications, as expressly stated in any product instructions, technical manuals, specifications or that which is or was expressly disclosed to and mutually understood and agreed to between the parties at the time of sale. The warranty does not extend to the following Products: closeout items, 3rd party software and firmware.

  2. When items returned for repair are found to be working or when the warranty has been voided, the cost of shipping back to the Customer will be charged to the Customer. Prior to sending in customers should backup all valuable data.

 

  1. Notwithstanding any language above, components or products sourced by IPG from a third party for sale to Customer will be limited to the warranty extended by the original manufacturer.

 

  1. DISCLAIMER AND LIMITATION OF WARRANTIES: ​EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, ALL PRODUCTS ARE PROVIDED STRICTLY "AS IS," WITHOUT ANY WARRANTY. ALL OTHER EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AGAINST INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.

 

This disclaimer and exclusion shall apply even if the express warranty and limited remedy set forth above fails of its essential purpose. The warranty provided is subject to the limitation of liability and waiver of consequential and other damages set forth below.

 

The Products are not designed, intended or licensed for illegal purposes, use in hazardous environments or applications requiring fail-safe or mission-critical controls, including without limitation, the design, construction, maintenance or operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, autonomous vehicle navigation, control or safety systems, medical devices, whether or not subject to FDA, EMA or other governmental agency or regulatory oversight, life support or weapons systems. IPG specifically disclaims any express or implied warranty of fitness for such purposes. No oral or written information or advice given by IPG, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of any warranty provided in the Agreement.

 

PROP 65 Warning

This product may expose you to one or more chemicals such as but not limited to lead which is known to the State of California to cause cancer/birth defects or other reproductive harm. For more information go to www.P65Warnings.ca.gov.  Product must be disposed of properly according to hazardous waste laws in the governing jurisdiction.  The product may also be returned to IPG for proper disposal.

Limitation on Liability:​ THE AGGREGATE LIABILITY OF IPG, ITS SUPPLIERS AND ITS SUBCONTRACTORS IN CONNECTION WITH ANY CLAIM WHATSOEVER BROUGHT UNDER OR RELATED TO THESE TERMS AND CONDITIONS SHALL BE LIMITED TO THE PURCHASE PRICE PAID BY CUSTOMER TO IPG FOR THE PRODUCTS THAT GAVE RISE TO SUCH LIABILITY. THE LIABILITY OF IPG, ITS SUPPLIERS AND ITS SUBCONTRACTORS SHALL BE CUMULATIVE AND NOT PER INCIDENT.

Waiver of Consequential and Other Damages:​ IN NO EVENT SHALL EITHER IPG, ITS SUPPLIERS OR ITS SUBCONTRACTORS BE LIABLE FOR ANY COSTS OR EXPENSES FOR THE PROCUREMENT OF SUBSTITUTE EQUIPMENT, ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST OR DAMAGED DATA, OR ANY INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE ARISING IN ANY WAY OUT OF THE AGREEMENT OR THE TERMINATION THEREOF, EVEN IF IPG, ITS SUPPLIERS OR SUBCONTRACTORS HAVE BEEN INFORMED OF THE POSSIBILITY THEREOF, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THE AGREEMENT.

Customer Access, Security and Privacy Policy: All online transactions through IPG are processed through our secure server and encrypted with 128-bit technology. Credit card payments are processed in real time through our payment gateway. Every order is examined by a IPG employee to protect IPG and its Customers from fraudulent transactions. IPG does not retain credit card information.

 

IPG will never sell or rent your personal information. Information provided is used solely for the fulfillment of your order and possible promotional notifications from IPG.

 

DATA PRIVACY:​  Customer understands and agrees to comply with all applicable laws that relate to the collection, use and processing of personal data, including but not limited to the General Data Protection Regulation and other laws or regulations governing its data privacy and protection practices and policies. Customer understands and agrees it is solely responsible for its policies and practices with respect to data privacy and agrees IPG will have no liability in connection with, and customer shall indemnify, defend and hold IPG harmless with respect to: (a) Customer’s failure to provide notices required by applicable law regarding its privacy practices, (b) for its collection, use or disclosure of data as required or contemplated in this agreement, or (c) data security or data use if IPG acts at Customer’s explicit direction. IPG will share data with law enforcement only if presented with proper judicial mandates.

Unless covered by a separate confidentiality or non-disclosure agreement, IPG reserves the right to identify the Customer Company Name by name and/or logos on IPG owned websites or other promotional materials. Any such reference shall not identify any purchase order or application details without Customer's express prior approval.

 

Acceptance of Orders: ​IPG holds the right to accept, decline, refuse, or cancel an order for any reason. Receipt of an electronic confirmation does not signify IPG's acceptance of an order or confirmation of IPG's offer to sell. Terms of payment are at the discretion of IPG.

 

In the event of incorrect pricing or information due to typographical error, IPG can refuse or cancel the order. In this case, a refund will be issued immediately. IPG reserves the right to make exceptions to these Terms and Conditions.

Third Party Site Links and Trademarks:​ The IPG Site may contain links to other sites on the Internet that are owned and operated by third parties. IPG is not responsible for the operation of or content located on or through any such site. All product names throughout this Site are trademarks or registered trademarks of their respective holders. All product names and company logos mentioned herein remain the trademarks of their respective owners.

Insurance: ​IPG has, for itself procured and will maintain with an insurance carrier, at IPG's expense, insurance coverages for General Liability, Personal Injury and Automobile Liability.

Indemnification:​ Customer assumes all responsibility and liability for injury or damages resulting from its handling, possession, use or sale of Products supplied hereunder, including, but not limited to any injury or damage resulting from the use of Products in combination with other products, and agrees to hold harmless, defend and indemnify IPG, its investors, officers, partners, employees, contractors and subcontractors, from and against all claims, losses, liabilities and expenses (including attorney's fees and other litigation or settlement costs) arising out of such handling, possession, use or sale. The foregoing duty of Customer to hold harmless, defend and indemnify IPG shall not apply to the extent such claim, loss, liability or expense results from the willful misconduct or gross negligence of IPG.

Relationship:​ IPG and Customer are independent from each other. No relationship of principal to agent, master or servant, employer to employee, or franchisor to franchisee is established hereby between us. Neither has the authority to bind the other or incur any obligation on behalf of the other.

Applicable Law:​ Any dispute arising from the services will be governed by, and construed in accordance with, the laws of the State of Delaware (excluding the United Nations Convention on Contracts for the International Sale of Goods) without regard to conflict of laws principles. Any proceeding brought under or related to these Terms and Conditions shall be brought solely and exclusively in the state and federal courts located within the State of Delaware and the parties expressly consent to the exclusive jurisdiction of such courts.

Notices: A​ ny notice, communication or statement required or permitted to be given hereunder shall be in writing and deemed to have been sufficiently given when delivered in person, by registered or certified mail, postage prepaid, return receipt requested, or by reputable overnight carrier. Notices to IPG shall be directed to IPG, Inc., 579 Bluebird Glen Road, Buellton, CA 93427 and notices to Customer shall be directed to the address listed in the Customer order to which these Terms and Conditions apply, or to such other address or addresses as either party may hereafter designate in writing.