NETGEAR Sales Order Terms and Conditions
Unless a separately signed written agreement governs this Purchase Order, you and the NETGEAR entity named on the Purchase Order (“NETGEAR”) agree that the following terms replace and supersede any additional conflicting terms submitted with your Purchase Order and are the only terms under which NETGEAR will sell or license its products ("Products") to you.
- Payment Terms and Conditions of Sale:
Prices for Products are those set out in NETGEAR’s current Price List, less the applicable discount, if offered. NETGEAR 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 You. Except as may be specifically authorized in writing by NETGEAR, and subject to NETGEAR’s continuing approval of your credit status and financial condition, you will pay NETGEAR for all Products ordered by within thirty (30) days of the date of the corresponding invoice issued by NETGEAR. NETGEAR, 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 NETGEAR, or are otherwise in breach of the Purchase Order, NETGEAR 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 NETGEAR when due may be subject to a late payment service charge.
- Product Returns:
Prior to returning any Product, whether for exchange or warranty or non-warranty action, you must obtain a Return Materials Authorization (RMA) number from NETGEAR. You should return the Product to NETGEAR, with shipping charges prepaid. NETGEAR will not accept collect shipments. NETGEAR may charge you 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.
Except as otherwise required by law, the warranty period for each Product is specified in the Price List that is in effect on the date NETGEAR receives your order, and shall apply regardless of any extended warranty period that you may choose to provide to your customers. NETGEAR reserves the right to change a warranty period for a specific Product but only for orders placed after the effective date of such change.
- Hardware Warranty:
NETGEAR warrants to the end-user 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 end-user. End-users’ exclusive remedy and NETGEAR’s sole obligation and liability under this warranty is to promptly repair or replace any failed Hardware returned to You on behalf of an end-user because of defects in workmanship or material.
- Software Warranty:
NETGEAR warrants to the end-user that each item of software (“Software”), as delivered or updated by NETGEAR 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 user documentation supplied by NETGEAR with the Software. If any item of Software fails to so perform during its warranty period, as the sole remedy NETGEAR or NETGEAR’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 NETGEAR as a licensee of third parties, additional warranty terms offered by such third parties to end-users apply.
NETGEAR does not warrant that any item of Software is error-free or that its use will be uninterrupted. NETGEAR is not obligated to remedy any Software defect, which cannot be reproduced with the latest revision of the Software. These warranties do not apply to any Product which has been (i) altered, except by NETGEAR or in accordance with its instructions, or (ii) used in conjunction with another vendor’s product resulting in the defect, or (iii) damaged by improper environment, abuse, misuse, accident or negligence. Replacement parts furnished under this warranty may be refurbished or contain refurbished components. The foregoing warranties and limitations are exclusive remedies are in lieu of all other warranties express or implied, including without any limitation warranty of merchantability or fitness for a particular purpose.
When delivering any Software to an end-user, you shall provide the end-user with a copy of the End-User License, which accompanies the Software when shipped by NETGEAR, which shall govern the use of the Software by the end-user. In all jurisdictions where the End-User License must be in writing signed by the end-user in order to be effective, the Software may not be distributed unless the recipient signs a written license Purchase Order which is no less restrictive than the End-User License. The Software and documentation are protected under copyright and trade secret laws and contain proprietary information of NETGEAR and its licensors. You may not, nor authorize your customers to translate, decompile, disassemble, use for any competitive analysis, or reverse engineering the Software or is documentation, in any way, except when Products are located within the European Union, in which case the Software Directive enacted by the Council of European Communities Directive dated 14 May 1991 will apply to the examination of the Software to facilitate interoperability; in such event you agree to notify, or your customers to notify NETGEAR of any such intended examination of the Software and you or your customer may procure support and assistance from NETGEAR. You agree not to translate, nor authorize any third party to translate any portion of the Software or associated documentation in to any other format or foreign language without the prior consent of NETGEAR. You shall abide by the terms of any proprietary notices or markings, and shall use the documentation and the Software only with the purposes contemplated by this Purchase Order, and shall not disclose to others or reproduce the Software, unless specifically authorized by NETGEAR, and shall be liable for all loss of damage to NETGEAR from any failure to so abide or from any unauthorized disclosure of the documentation or Software to any other party. NETGEAR retains all title and ownership of the Software and documentation, including any revisions.
- Limitation of Liability:
NETGEAR 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 NETGEAR is informed in advance of the possibility of such damages. Except as required by law, in no event will NETGEAR’s liability in connection with the Products or this Purchase Order exceed the amounts actually paid to NETGEAR under this 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.
Parties will abide by all export laws and regulations of the United States with respect to export of any hardware, software or technical information provided by one to the other. Products shall not be supplied to a Distributor in any country if (1) the export of any such product to such country is prohibited by the laws of the United States, including the Export Regulations of the Department of Commerce of the International Traffic in Arms Regulation of the Department of State; (2) the import of any such Product into such country is prohibited by the laws of such country; or (3) the proper import certificate(s) required by the laws of such country for the lawful importation of any such product have not been obtained. . Neither party shall be liable for delays or failure to meet obligations pursuant to this Purchase Order due to causes beyond the party’s reasonable control, provided the nonperforming party promptly notifies the other party of the nonperformance and takes all reasonable steps to recommence performance promptly.
- Jurisdiction; Waiver of Jury Trial:
Any disputes arising out of this Purchase Order shall be subject to the jurisdiction of, and must be brought before, the state courts of California, county and city of Santa Clara, or the U.S. District Court for the Northern District of California. You consent to the waiver of a jury trial.
- Applicable Law:
This Purchase Order shall be governed by and construed in accordance with the laws of the United States and the State of California. The parties agree that the United Nations Conventions on Contracts for the International Sale of Goods are specifically excluded from application of this Purchase Order.