THE SALE OF PRODUCTS AND SERVICES ("PRODUCTS") BY RAMP COMMUNICATIONS, INC. ("RAMP") ARE SUBJECT TO THESE TERMS AND CONDITIONS ("AGREEMENT") REGARDLESS OF OTHER OR ADDITIONAL TERMS OR CONDITIONS THAT CONFLICT OR CONTRADICT THIS AGREEMENT IN ANY PURCHASE ORDER, DOCUMENT, OR OTHER COMMUNICATION ("ORDER"). PREPRINTED TERMS AND CONDITIONS ON ANY CUSTOMER ("CUSTOMER") DOCUMENT (FOR EXAMPLE: PURCHASE ORDERS OR CONFIRMATIONS.) AND/OR RAMP'S FAILURE TO OBJECT TO CONFLICTING OR ADDITIONAL TERMS WILL NOT CHANGE OR ADD TO THE TERMS OF THIS AGREEMENT.
1. ORDERS. All Orders are subject to acceptance by RAMP. RAMP reserves the right to allocate the sale of Products among its customers. Orders for special, custom, value-added and Products specifically identified by RAMP as non-standard are non-cancelable and non-returnable ("NCNR"). The Customer may not cancel or reschedule Orders for standard Products without RAMP's consent, which shall not be unreasonably withheld.
2. PRICES. RAMP's quoted prices apply for 10 days or as otherwise stated in its quote. RAMP may increase prices if RAMP's costs increase or other circumstances beyond RAMP's reasonable control. Prices are for Products only and do not include taxes, impositions and any other charges, fees, shipping charges and duties imposed by any government authority. Customer is responsible for any additional fees and taxes.
3. TERMS OF PAYMENT. Payment of the total invoice amount, without offset or deduction, is due 10 days from the invoice date. Corporate accounts may have negotiated a different term. On any past due invoice, RAMP may charge interest from the payment due date to the date of payment (at 1 ½ % per month), plus reasonable attorney fees and collection costs. RAMP may change the terms of Customer's credit at any time. RAMP may apply payments to any of Customer's accounts.
4. DELIVERY AND TITLE. Customer is responsible for all shipping costs and any applicable surcharges. Commercial customers may provide RAMP with their FedEx or UPS account number to receive their negotiated rates. If no account number is provided, RAMP will prepay and add all shipping costs and surcharges to the invoice. Title and risk of loss pass to Customer upon delivery of the Products to the carrier. RAMP's delivery dates are estimates only and RAMP is not liable for delays in delivery. RAMP reserves the right to make partial shipments and Customer will accept delivery and pay for the Products delivered. A delayed delivery of any part of an Order does not entitle Customer to cancel other deliveries.
5. ACCEPTANCE OF PRODUCTS AND PRODUCT RETURNS. Customer must notify RAMP in writing of any damage, shortage, or other discrepancy to Products within 3 days after delivery. After the 3rd day Customer is deemed to have accepted the Products and may not revoke acceptance. Customer cannot return Products without a return material authorization ("RMA") number. Returned Products must be in original manufacturer's shipping cartons or equivalent. Customer must return all Products, freight prepaid, as specified in the RMA and pay any restocking charges. At RAMP's discretion, RAMP will return all Products not eligible for return to Customer freight collect, or hold Product for Customer's account at Customer's expense.
6. RAMP'S LIMITED WARRANTY. RAMP will transfer to Customer any Product warranties and indemnities authorized by the manufacturer, including any transferable warranties and indemnities for intellectual property infringement. RAMP warrants the Products will conform to the manufacturer's specifications. Value-added work performed by RAMP on Products will conform to Customer's specifications. RAMP MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED. RAMP MAKES NO WARRANTY OF MERCHANTABILITY, FITNESS FOR PURPOSE OR NON-INFRINGEMENT. If Products do not meet manufacturer's specifications or if value-added work by RAMP does not meet Customer's specifications, RAMP has the option to (1) repair the Products, (2) replace the Products at no cost to Customer; or (3) refund Customer's purchase price. Customer must return Products to RAMP, along with acceptable proof of purchase, within 30 days from date of delivery, freight charges prepaid.