INSCAPE DATA CORPORATION TERMS AND CONDITIONS OF SALE
Inscape Data Corporation, ("Inscape Data") makes all sales of products and services ("Products") to Customer ("Customer") subject to the following Terms and Conditions, ("Terms and Conditions"):
1. ACCEPTANCE / PRICING
Inscape Data's acceptance of all orders, however made, is expressly conditioned upon Customers consent, either expressed or implied, to these Terms and Conditions. Inscape Data's sales of Products to Customer are made on an all sales final basis and are purchased at Customer's own risk. Inscape Data will not accept and expressly objects to and rejects, any other terms and conditions (whether written or oral) originating from Customer that purport to modify, add to, or otherwise vary the terms and conditions stated here in. Customer's will have deemed to accept these Terms and Conditions by any of the following: a) placing an order for Products via approved method which includes telephone, online, written acknowledgment or other act or expression of acceptance, b) Customers offer to purchase Products from Inscape Data, c) Customers acceptance of shipment from Inscape Data and d) Customers payment for any Products. Customer expressly agrees Inscape Data will not be bound by any terms and conditions set forth by Customer unless previously agreed to by Inscape Data management in writing. Inscape Data may require Customer to notate on the face of each submitted purchase order that the terms of this agreement control; provided however, if Customer fails to include any such notation, Inscape Data and Customer agree that the Terms and Conditions of this agreement shall still control.
Pricing for all Products are displayed online and applicable discounts are shown after logging into Customer's account or set by agreed upon pricing arrangements and do not include applicable; duties, taxes, freight, shipping costs and other charges or fees. Such fees may be for special packaging, requested labeling, permits, certificates, customs documents and other special requests. Inscape Data may charge a handling fee for orders where additional packaging or services are required. The minimum charge for additional handling fee(s) is $5.00 US Dollars. Quotations generated online or by Inscape Data sale(s) personnel are valid for 30 days unless otherwise specified in writing. Quotations may include shipping estimates and actual shipping charges may vary. In such cases actual shipping charges may be billed. Inscape Data is not responsible for discrepancies / typographical errors: made by Inscape Data, online, or those listed on product specification sheets created by the manufacturers represented. Pricing is subject to change at any time without notice.
2. INVENTORY / BACK ORDERS / SPECIAL ORDERS / ADVANCE ORDERS
Inscape Data does its best to maintain stock levels on most items offered. If an item is out of stock or on backorder Inscape Data will notify Customer and do its best to provide of an estimated ship date based on the delivery schedule provided by the manufacturer. Inscape Data will do its best to inform of manufacture delays that it is made aware of, but will not be held liable for late delivery, missed shipments, installation delays or dates or other related deadlines out of its control. Inscape Data will fulfill orders and backorders as soon as possible. Customers desiring to purchase Products not normally stocked, or Products not listed on the website may be special ordered. Special orders are non-cancelable and non-refundable and may require pre-payment in full. Inscape Data accepts (and in some cases requires) prepaid advance orders to guarantee future stock for specific items.
3. SHIPMENT / TITLE / RISK OF LOSS / TAXES / SHORTAGES
Unless otherwise agreed in writing, delivery will be made in accordance with Inscape Data's shipping policy that is in place on the date of order. Title to the Products shall pass to Customer upon delivery of the Products to a) common carrier or b) Customer's representative at Inscape Data's dock. Inscape Data's delivery of the Products shall be Ex Works (Incoterms 2010) Inscape Data's shipping point unless otherwise indicated in writing, with all risk of loss, damage, theft or destruction passing to Customer at such point, subject to Inscape Data's rights under applicable law. No such loss, damage, theft or destruction to the Products, in whole or in part, shall impair the obligations of Customer under this agreement, all of which shall continue in full force and effect. Inscape Data shall not be liable for any shipping delays. Customer shall bear all applicable federal, state, municipal or other governmental tax, as well as any applicable import or customs duties, license fees and similar charges, however designated or levied on the sale of Products (or delivery thereof) or measured by the purchase price paid for the Products. Customer must notify Inscape Data, by contacting Inscape Data within three (3) business days after delivery of any claimed shortages or rejections. Failure to give such notice of a claim will be deemed an acceptance in full of any such delivery. Approval of any short shipment claim is in Inscape Data's sole power and discretion. In the event that Inscape Data grants a short shipment claim, Inscape Data will provide the missing items or issue a credit memo at its sole discretion.
4. SECURITY INTEREST
Customer grants Inscape Data security interest in all Products sold under these Terms and Conditions and to all Products now or hereafter purchased and or acquired by Customer from Inscape Data, and to any proceeds thereof, until the purchase price and any other amounts due to Inscape Data have been paid in their entirety. Customer hereby authorizes Inscape Data to prepare and file any financing statement listing the Products as collateral and to file such financing statement in such filing offices as Inscape Data deems appropriate. Customer further agrees promptly to execute any other documents requested by Inscape Data in order to protect Inscape Data's security interest in said Products. Upon any default by Customer of any of its obligations to Inscape Data, Inscape Data shall have all the rights and remedies of a secured party under the Uniform Commercial Code, which rights and remedies shall be cumulative and not exclusive.
Inscape Data accepts payment via wire transfer, PayPal, draft, or major credit card (Visa, MasterCard, Discover and American Express). International orders require payment in advance via wire transfer including a $35.00 US Dollar fee unless otherwise noted. If the order is under $1000.00 US Dollars a major credit card may be accepted. A copy of the purchasing individual's government issued picture identification along with a copy of the front and back of the credit card being used are required. If Inscape Data is unable to verify the authenticity of the Customer and credit card the order will be denied. All products are sold in US Dollars.
For terms customers: Payment is due from date of invoice, not receipt of goods according to the payment terms allowed. All payments will be made in US Dollars. Customers will pay a late fee of (1.5%) per month of any outstanding balance owed, or the maximum amount permitted under applicable law. All drafts dishonored for any reason shall be assessed a $35.00 US Dollar service charge. In the event Customer stops payment on any drafts issued to Inscape Data, for any reason, Customer hereby recognizes that Inscape Data would suffer damage, the exact amount of which cannot be determined with certainty, and Customer shall pay Inscape Data liquidated damages in the amount of $500.00 US Dollars for each such draft in addition to the outstanding balance. Customer may not use anticipated credit memos before Inscape Data issues the credit on Customer's account. Payment using an anticipated credit memo for purchases before Inscape Data issues the credit on Customer's account will be considered a short payment and may result in delayed shipments. It is not Inscape Data's policy to issue refunds. Credit Memos must be used on current outstanding balances or future purchases.
Inscape Data reserves the right to withhold shipment of any part of an order or to require pre-payment of any given shipment if Customer does not make timely payment(s). If an account goes past due more than 3 times in a given year Net Terms may be forfeited and pre-payment required. Customer will pay and is responsible for all applicable taxes, duties, licenses, excises, and tariffs (taxes) levied upon the sale, purchase or delivery of the Products. Inscape Data may require a valid major credit card to be kept on file, reserving the right to charge the credit card on file including applicable finance charges of up to 3% if payment is not received by the date due.
Product returns or exchanges may be approved on a case by case basis at Inscape Data's sole discretion and are limited to the terms set forth in Inscape Data's return merchandise authorization ("RMA") policies and procedures, which are located on Inscape Data's website, http://www.inscapedata.com/rma.htm. These policies and procedures may be modified in any manner by Inscape Data at any time without notice. All returns must be accompanied by a RMA from Inscape Data. All returns are subject to in-house credit only.
7. Standard WARRANTY TERMS
Each of our manufactured products (a “Product”) is warranted against defects in materials and workmanship for a period of one (1) year from the date of original purchase when used under normal conditions and consistent with applicable Product documentation, subject to the other terms in this Product Warranty.
If we determine that the hardware components of a Product do not conform to this Product Warranty during the applicable warranty period we will, at our option, repair or replace the Product, or refund the original purchase price of the Product.
Limitations of Warranty and Liability
This Product Warranty sets forth our sole and exclusive liability, and the sole and exclusive remedies available in relation to any non-conformity, defect or similar claim. This Product Warranty is provided only to the original purchaser of the Product. This Product Warranty does not, among other things, cover labor cost for removing and reinstalling a Product for repair, any consumable parts that are readily replaced in normal use, problems caused by normal wear and tear or otherwise due to the normal aging of the Product, or cosmetic damage. No representation or warranty is made with respect to services that may be delivered or made available in connection with a Product.
This Product Warranty does not apply to any Product that we determine has been, in any way: dis-assembled, modified or altered, other than by us or as authorized by us; painted, rebranded or physically modified; improperly installed or not used at all times in accordance with the applicable Product documentation; damaged due to improper cabling or installation; subjected to misuse, abuse, negligence, or abnormal physical, electromagnetic or electrical stress; damaged or impaired as a result of the use of third party hardware, firmware or software; or, has had its original Inscape Data Networks MAC address or Serial Number label removed; or, has not been received by us within thirty (30) days of issuance of the RMA.
For a Product to be eligible under this Product Warranty, you shall: use only CAT5 (or above) cabling for all Ethernet cabling runs; use shielded Ethernet cabling for outdoor installations; follow indoor cabling requirements for indoor installations; operate the Product in accordance with the applicable Product documentation; use all software updates made available for your Product; comply with all applicable laws and regulations governing the installation and use of the Product; obtain all locally required authorizations, permits, and licenses; not export to, or use the Product in, any jurisdiction or for any person in a manner that would cause a violation of U.S. or other laws.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER INSCAPE DATA CORPORATION NOR ANY OF ITS AFFILITATES ARE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE PURCHASE OR USE OF A PRODUCT, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS OR LOST SAVINGS (INCLUDING LOSS OF REVENUE OR PROFITS ON CONTRACTS, LOSS OF THE USE OF MONEY, LOSS OF GOODWILL, LOSS OF OPPORTUNITY, DAMAGE TO REPUTATION, OR LOSS OF USE OR INTERRUPTION OF BUSINESS, COST OF COVER OR PROCUREMENT OF SUBSTITUTE GOODS), HOWEVER CAUSED, ARISING IN CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. THIS PRODUCT WARRANTY AND REMEDIES SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, REMEDIES, AND CONDITIONS, WHETHER ORAL, WRITTEN, EXPRESS, STATUTORY OR IMPLIED. EXCEPT FOR ANY EXPRESS WARRANTIES SET FORTH HEREIN, INSCAPE DATA CORPORATION, ITS AFFILIATES, AND ITS AND THEIR SUPPLIERS, LICENSORS, SERVICE AND OTHER PROVIDERS HEREBY DISCLAIM AND MAKE NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, REPRESENTATIONS, GUARANTEES, OR WARRANTIES OF MERCHANTABILITY, ACCURACY, QUALITY OF SERVICE OR RESULTS, AVAILABILITY, SATISFACTORY QUALITY, LACK OF VIRUSES, LACK OF VULNERABILITY TO INTRUSION OR ATTACK, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE IN CONNECTION WITH SUCH PRODUCTS AND SERVICES. YOU ACKNOWLEDGE THAT NEITHER INSCAPE DATA CORPORATION NOR ITS THIRD PARTY PROVIDERS CONTROL YOUR EQUIPMENT OR THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE PRODUCTS AND SERVICES MAY BE SUBJECT TO LIMITATIONS, INTERRUPTIONS, DELAYS, CANCELLATIONS AND OTHER PROBLEMS INHERENT IN THE USE OF COMMUNICATIONS FACILITIES. INSCAPE DATA CORPORATION, ITS AFFILIATES AND ITS AND THEIR SUPPLIERS AND SERVICE AND OTHER PROVIDERS ARE NOT RESPONSIBLE FOR ANY INTERRUPTIONS, DELAYS, CANCELLATIONS, DELIVERY FAILURES, DATA LOSS, CONTENT CORRUPTION, PACKET LOSS, OR OTHER DAMAGE RESULTING FROM ANY OF THE FOREGOING. IF IMPLIED WARRANTIES CANNOT BE DISCLAIMED, THEN SUCH WARRANTIES ARE LIMITED IN DURATION TO THE DURATION OF THIS WARRANTY OR AS OTHERWISE REQUIRED BY LAW. EXCEPT FOR THE WARRANTIES EXPLICITLY MADE TO YOU UNDER THIS PRODUCT WARRANTY, AND ANY OTHER WARRANTY REQUIRED BY APPLICABLE LAW, ALL PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTY WHATSOEVER. WE DO NOT WARRANT THAT THE OPERATION OF THE PRODUCT WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT THE PRODUCT WILL CONFORM TO SPECIFICATIONS THAT ARE NOT DEFINED IN THIS PRODUCT WARRANTY. NO WARRANTY OR REMEDY SHALL APPLY OR BE AVAILABLE TO A PRODUCT FOR WHICH AN RMA HAS NOT BEEN REQUESTED DURING THE WARRANTY PERIOD. These limitations and disclaimers apply even if the express warranty may be deemed to fail of its essential purpose. No person is authorized to waive or modify the terms of this Product Warranty. Some jurisdictions do not allow the exclusions of certain implied warranties or certain terms and conditions, so some of the above limitations and exclusions may not apply to you. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any transactions regarding the sale of the Product.
7.1 3-YEAR LIMITED WARRANTY POLICY
Inscape Data Corporation, “Inscape Data”, warrants to the original purchaser that this LINKPOWER™ LPS brand outdoor PoE (Power over Ethernet) switch product is free from defect in material and workmanship and agrees to repair or replace, at Inscape Data’s, discretion, any defective product free of charge within THREE YEAR periods from the date of purchase.
This warranty extends to the original retail purchaser only and commences on the date of the original retail purchase.
Any part of this product found in the reasonable judgment of Inscape Data to be defective in material or workmanship will be repaired or replaced without charge for parts and labor by Inscape Data for LINKPOWER™ LPS brand outdoor products.
The product, including any defective part, must be returned to Inscape Data within the warranty period. The expense of delivering the product to the service center for warranty work and the expense of returning it back to the owner after repair or replacement will be paid by the owner. Inscape Data’s, responsibility in respect to claims is limited to making the required repairs or replacements and no claim of breach of warranty shall be cause for cancellation or rescission of the contract of sale of any LINKPOWER™ LPS brand outdoor product. Proof of purchase will be required by the customer to substantiate any warranty claim. All warranty work must be performed by Inscape Data or an authorized service center.
This warranty does not cover any LinkPower™ LPS brand product that has been subject to abuse, misuse, neglect, negligence, accident, the effects of corrosion or erosion, or that has been operated in any way contrary to the operating instructions as specified in this operator’s manual. This warranty does not apply to any damage to the product that is the result of improper maintenance or to any product that has been altered or modified. The warranty does not extend to repairs made necessary by normal wear or by the use of parts or accessories which are either incompatible with the LINKPOWER™ LPS brand outdoor product or adversely affect its operation, performance, or durability.
The Company will not pay for repairs or adjustments to the Product, or for any costs or labor, performed without the Company’s prior authorization.
Inscape Data, reserves the right to change or improve the design of any LINKPOWER™ LPS brand outdoor product without assuming any obligation to modify any product previously manufactured.
ALL IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE STATED WARRANTY PERIOD. ACCORDINGLY, ANY SUCH IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE, ARE DISCLAIMED IN THEIR ENTIRETY AFTER THE EXPIRATION OF THE APPROPRIATE THREE-YEAR WARRANTY PERIOD. INSCAPE DATA’S, OBLIGATION UNDER THIS WARRANTY IS STRICTLY AND EXCLUSIVELY LIMITED TO THE REPAIR OR REPLACEMENT OF DEFECTIVE PARTS AND INSCAPE DATA, DOES NOT ASSUME OR AUTHORIZE ANYONE TO ASSUME FOR THEM ANY OTHER OBLIGATION. SOME STATES OR COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. INSCAPE DATA, ASSUMES NO RESPONSIBILITY FOR INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES INCLUDING, BUT NOT LIMITED TO, EXPENSE OF RETURNING THE PRODUCT TO INSCAPE DATA AND EXPENSE OF DELIVERING IT BACK TO THE OWNER, MECHANIC’S TRAVEL TIME, TELEPHONE OR TELEGRAM CHARGES, RENTAL OF A LIKE PRODUCT DURING THE TIME WARRANTY SERVICE IS BEING PERFORMED, TRAVEL, LOSS OR DAMAGE TO PERSONAL PROPERTY, LOSS OF REVENUE, LOSS OF USE OF THE PRODUCT, LOSS OF TIME, OR INCONVENIENCE. SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
This warranty gives you specific legal rights, and you may also have other rights which vary from state to state and country.
This warranty applies this LinkPower™ LPS brand outdoor product manufactured by Inscape Data, and sold in the United States and other Countries.
To Receive a Return Materials Authorization (RMA) Number: Please go to Inscape Data website and complete the RMA request.
8. EVENTS OF DEFAULT
Customer shall be in default under this agreement upon the happening of any of the following events or conditions: a) default by Customer on payment of any installment, invoice, bill or any other indebtedness or obligation now or hereafter owed by Customer to Inscape Data, b) default in the performance of any obligation, covenant or liability contained in this agreement or any other agreement or document between Customer to Inscape Data, c) any inaccuracy with respect to any warranty, representation or statement made or furnished by Customer, d) dissolution, termination of existence, insolvency, business failure, or discontinuance of Customer's business or the appointment of a receiver for any part of the property of, or assignment for the benefit of creditors by, Customer or the commencement of any proceedings under any bankruptcy reorganization or arrangement laws by or against Customer or the attachment, levy, seizure or garnishment of any of Customer's property, rights, assets (contingent or otherwise) including the Products, or e) any change in control of the ownership or management of Customer, unless prior to the occurrence of such change of control Inscape Data shall have been notified in writing and Customer shall have obtained Inscape Data's prior written approval to such change in control.
9. REMEDIES OF INSCAPE DATA
- In General. Upon the occurrence of any event of default or any time thereafter, Inscape Data may, at its option and without notice to Customer, exercise one or more of the following remedies as Inscape Data, in its sole discretion, shall elect: 1) declare immediately due and payable all outstanding invoices under this or any other contract and demand or, without demand, sue for amounts then due or thereafter accruing under this invoice or under any other invoice, bill or other document evidencing Customer's indebtedness to Inscape Data, 2) suspend deliveries as to any or all Products, 3) take possession of the Products wherever found and for this purpose enter upon any premises of Customer and remove the Products, without court order or other process of law, without any liability for damages, suit, action or other proceeding by Customer as a result of such entry and/or removal, 4) cause Customer, at its expense, to promptly return the Products to Inscape Data in good, like-new condition, 5) sell the Products, or any part thereof at public or private sale (for cash or credit) at such time or times as Inscape Data shall determine, free and clear of any rights of Customer, and if notice thereof is required by law, any notice in writing of any such sale by Inscape Data to Customer not less than ten (10) days prior to the date thereof shall constitute reasonable notice thereof to Customer, and 6) exercise any and all rights accruing to Inscape Data under any applicable contract or law upon a default by Customer, including all rights and remedies accorded to Inscape Data's or secured parties under the Uniform Commercial Code.
- Mitigation of Damages. Should Inscape Data repossess any of the Products because of Customer's default, Inscape Data may make a commercially reasonable effort to sell such Products at a reasonable price to a third party, provided, however, that Inscape Data shall have no obligation to actively seek out and solicit potential third party Customers for said Products.
- Collection Costs. In the event of any default on the part of Customer hereunder, Customer shall pay any and all collection costs, including reasonable attorneys' fees and costs, incurred by Inscape Data.
- Rights and Remedies Not Exclusive. No right or remedy conferred upon or reserved to Inscape Data by this agreement shall be exclusive of any other right or remedy provided herein or by law. All rights or remedies conferred upon Inscape Data by this agreement and by law shall be cumulative and in addition to any other right or remedy available to Inscape Data.
10. TIME OF THE ESSENSE
Time is of the essence with respect to each of the provisions of this agreement.
Customer agrees to indemnify and hold Inscape Data and its officers, directors, servants, employees, agents and advisors harmless from and against any and all claims, damages, costs, expenses (including, but not limited to, reasonable attorneys' fees and costs) or liabilities that may result, in whole or in part, from any third party using the Products provided under this agreement. Any defense provided hereunder shall be by counsel of Inscape Data's choice.
12. LIMITATION OF LIABILITY
In the event that any of the Products malfunction and such malfunction leads to damage or injuries to the Products, to Customers business, the end-user's business, to other equipment, or residence, or to employees or to other persons, Inscape Data shall not be liable for such damages or injuries. Customer understands and agrees that if Inscape Data shall be found liable for loss or damage caused by failure of Inscape Data to perform any of Inscape Data's obligations hereunder or the failure of the Products in any respect whatsoever, Inscape Data's liability shall be limited to the price paid for such Products, and this liability shall be exclusive. Customer understands and agrees that the provisions or this section shall apply if loss or damage, irrespective of cause or origin, results directly or indirectly to persons or property, from performance or non-performance of any of Inscape Data's obligations or from negligence, active or otherwise, of Inscape Data, or its agents, servants, assignees or employees.
IN NO EVENT SHALL INSCAPE DATA BE LIABLE FOR ANY LOSS OF REVENUE, PROFIT, USE OF DATA, INTERRUPTION OF BUSINESS OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, OR IN ANY WAY CONNECTED TO THIS AGREEMENT, EVEN IF INSCAPE DATA HAS BEEN ADVISED OF SUCH DAMAGES.
THE FOREGOING LIMITATION OF LIABILITY WILL APPLY WHETHER ANY CLAIM IS BASED UPON PRICIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, OR OTHERWISE. IN NO EVENT WILL INSCAPE DATA'S LIABILITY TO CUSTOMER EXCEED THE PURCHASE PRICE PAID FOR THE PRODUCT THAT IS THE BASIS OF THE CLAIM.
This agreement and all rights, obligations and performance hereunder may not be assigned by Customer without prior written consent of Inscape Data.
14. WAIVER No delay or omission by Inscape Data to exercise any right or power shall impair any such right or power or be construed to be a waiver thereof. A waiver by Inscape Data of any term, condition or agreements to be performed by Customer or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other term, condition or agreement herein contained. No change, waiver, or discharge hereof shall be valid unless presented in writing to Inscape Data and signed by an authorized representative of Inscape Data.
If any section, term, condition or portion of this agreement shall be found to be illegal or void as being against public policy, it shall be stricken and the remainder of this document shall stand as the original.
16. GOVERNING LAW / VENUE / JURISDITION
This agreement shall be construed and enforced in accordance with the laws of the state of California without regard to the conflicts of law provisions thereof. ALL SALES TRANSACTIONS EXCLUDE THE APPLICATION OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALES OF GOODS, IF OTHERWISE APPLICABLE. All claims, actions, disputes, controversies or suits shall be litigated exclusively in the courts of competent jurisdiction in Santa Clara County, California, United States. Each party specifically consents to service of process by and the jurisdiction of and venue in those courts and Customer, if not a resident of the United States, hereby appoints the Secretary of State of California as its agent for service of process in the United States.
17. ENTIRE AGREEMENT / MODIFICATION
The parties intend this agreement to be the complete statement of the terms of their agreement. This agreement replaces and supersedes any prior agreements between them with respect to the subject matter hereof. No course of prior dealing or usage of trade shall be relevant to amend or interpret this agreement. This agreement may not be changed, modified or amended except by an instrument in writing signed by both Inscape Data and Customer.
Customer agrees that during the term of this agreement and for a period of eighteen (18) months following the expiration or termination of this agreement, Customer shall not, without the prior written consent, either separately or on behalf of or through any third party (i) directly or indirectly, solicit, entice or persuade or attempt to solicit, entice or persuade any employee of Inscape Data or its affiliates to leave the services of Inscape Data for any reason, or (ii) hire or attempt to hire any such persons.
19. COMPLIANCE WITH LAWS
Customer agrees to comply with the laws, regulations and requirements of the United States. This includes, without limitation, the applicable export control and economic sanctions laws, regulations and requirements administered by the Commerce Department's Bureau of Industry and Security and the Treasury Department's Office of Foreign Assets Control as they may govern the export and re-export of items purchased under these Terms and Conditions. Customer acknowledges that all Products purchased may be controlled for export by the U.S. Department of Commerce and that the Products may require authorization prior to export from the United States. Customer further agrees that it will not make any payment, directly or indirectly, that would cause a violation of the anti-bribery laws of any country or jurisdiction, including without limitation the U.S. Foreign Corrupt Practices Act which, inter alia, prohibits certain payments to foreign government officials for the purpose of obtaining or retaining business. The Federal Equal Credit Opportunity Act (ECOA) prohibits creditors from discriminating against credit applications on the basis of race, color, religion, national origin, sex, marital status, age (provided the applicant has the capacity to enter into a binding contract); because all or part of the applicant's income derives from any public assistance program; or because the applicant has in good faith, exercised any right under the Consumer Credit Protection Act. The federal agency that administers compliance with law concerning the creditor is the Federal Trade Commission, Division of Credit Practices, 600 Pennsylvania Avenue, NW, Washington, SC 20580.
20. NO AGENT
It is understood that Customer is not an agent of Inscape Data and shall not refer to the Inscape Data's corporate name in any of its products, services or literature without the express written consent of the Inscape Data.
All notices and other communications relating to this Agreement or its terms must be either: (1) in writing and sent via first class United States Postal Service certified or registered mail with return receipt requested; or (2) via other similar overnight courier to Inscape Data Wireless, Inc., 1620 Oakland Road., Suite D101, San Jose, CA 95131. All notices sent by Inscape Data hereunder will be deemed received two (2) days after postmark or shipping date, or on the day of actual receipt if earlier. In addition, Inscape Data may provide notices hereunder to Customer via facsimile to the facsimile number(s) Customer provided to Inscape Data via Customer's completion of Inscape Data's credit application, with such facsimile notices being deemed received upon Inscape Data's receipt of its facsimile machine's confirmation of successful transmission. If the day on which such facsimile is received by Customer is not a business day or is after five (5) p.m. on a business day, then such facsimile shall be deemed to have been received on the next following business day.