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Entire Agreement
Any agreement for the purchase of goods and/or services
from Golan Group shall be governed by and is made subject
to these Golan Group Business Terms stated below (collectively,
the "Agreement"). This Agreement constitutes
the entire agreement between the parties relating to
the products and services provided by Golan Group to
Customer. This Agreement may not be amended or modified
except by a written instrument executed by the party
against whom enforcement is sought, provided that Golan
Group may, at its sole option, revise the Agreement
from time to time without notice to Customer by posting
the revised Agreement terms on its web site. Prices
and availability are subject to change without notice.
Accuracy of Data
Golan Group obtains certain data directly from the manufacturer
or distributor of certain products. While Golan Group
makes every effort to ensure the accuracy of this data,
this web site could include typographical errors and/or
technical inaccuracies. Golan Group reserves the right
to make improvements and/or changes to such data and/or
this web site at any time. Golan Group makes no warranty
of any kind with respect to the data on this web site
or the accuracy of advice given by Golan Group employees,
whether or not such advice is made in writing.
Representations; Changes and Corrections
Photos may not represent actual product. Typographical,
product description, pricing and other errors are subject
to correction by Golan Group even after orders and/or
payment are accepted. Additionally, Golan Group may
make pricing changes needed to avoid material profit
losses due to manufacturer price changes, changing market
conditions or product discontinuation, even after orders
and/or payment are accepted. Golan Group may revise
or rescind an order to correct an error or pricing issue
not detected until after fulfillment of such order,
and Customer may either accept Golan Group's proposed
revision to the order or rescind the order if such proposed
revision is unacceptable. In the event an order is rescinded
due to Golan Group's error or pricing adjustment, Golan
Group will bear all shipping costs and Customer will
receive a full refund for products returned in new condition.
Although Internet orders generate an automatic confirmation
and response e-mail, Golan Group may change its pricing,
product description or specification after any order
confirmation or response e-mail but prior to shipment
due to errors, changing market conditions, product discontinuation
or typographical errors.
Customer's Responsibility for Certain Shipping Charges
If Customer requests shipping charges be paid either
on a collect basis or on Customer's account with the
shipping company, and Customer refuses the shipment
or refuses to pay the applicable shipping charges, Golan
Group may bill Customer, and Customer agrees to pay
Golan Group, for all resulting charges incurred by Golan
Group either directly or through its supplier.
Delivery
All equipment will be delivered to Customer f.o.b. from
Golan Group's facility or the facilities of any of Golan
Group's vendors who are shipping directly to Customer.
Regardless of the terms of shipment and who pays for
freight, the risk of loss shall pass to Customer when
the equipment is delivered to the transportation carrier,
and Golan Group is not responsible for any loss or damages
to the equipment during shipment. Golan Group strongly
recommends that Customer obtain insurance for shipments,
as neither Golan Group nor its suppliers will insure
such shipments. Golan Group will use its best efforts
to meet the delivery time stated but does not, under
any circumstances, guarantee delivery by the stated
time and is not responsible for any damages caused by
the failure to meet the stated delivery time.
Implementation Plan
Any implementation dates contained in this Agreement
reflect a tentative production schedule and will be
confirmed in accordance with Customer's schedule, business
needs and product availability. The implementation of
any Customer-initiated changes to this Agreement could
result in modifications to this Agreement, including
pricing, implementation and production schedules. Any
requests for modifications shall be subject to Golan
Group's acceptance, at prices and scheduling mutually
agreeable to the parties.
Goods Purchased for Export
If goods herein being purchased are being purchased
for purposes of export, Customer must obtain from the
U.S. government certain export documentation before
shipping to a foreign country. In addition, manufacturers'
warranties for exported goods may vary or even be null
and void.
Taxes
Customer will pay all Federal, state, local, excise
and other taxes imposed upon the products and services
offered hereunder, excluding the taxes based on Golan
Group's income, assets or net worth. Customer may provide
Golan Group a tax exemption certificate (subject to
review and acceptance by Golan Group's tax department).
Any tax imposed by federal, state or other governmental
authority on or with respect to the sale, purchase,
delivery or use of equipment and services shall be paid
by Customer.
Customer's Specifications
If any services, products or equipment provided under
this Agreement are pursuant to or at the direction of
Customer or contain software provided to Golan Group
by Customer, Customer agrees to indemnify and hold Golan
Group harmless from and against all liability, loss,
damage and expense, including reasonable counsel fees,
resulting from any claim by a third party of infringement,
or any litigation based thereon, and such obligation
shall survive payment therefore by the Customer. Golan
Group will rely on the specific instruction, information
and/or other software provided by Customer. Golan Group
will not be responsible for delays or default in the
failure of Customer to provide accurate instructions
or information.
Licensing
Customer understands that for any and all software it
authorizes Golan Group to install on Customer machines
on behalf of Customer, that Customer accepts responsibility
for acquiring valid licenses for installed software
products - whether installed as individual software
products, part of a software image or any other method.
Customer understands that installation of software products
by Golan Group does not constitute a right to use the
software; a valid security software license must be
acquired for each product that is installed.
Limited Warranty
EQUIPMENT, PRODUCTS OR SERVICES PURCHASED BY CUSTOMER
FROM Golan Group THAT WERE MANUFACTURED, PRODUCED OR
PROVIDED BY THIRD PARTIES ("THIRD PARTY PRODUCTS")
ARE PROVIDED ON AN "AS IS" BASIS, AND Golan
Group MAKES NO WARRANTY WITH RESPECT TO SUCH THIRD PARTY
PRODUCTS. If Customer discovers within the applicable
warranty period a failure of the Third Party Products
to substantially conform to the specifications or a
defect in material or workmanship, Customer must promptly
notify the manufacturer in writing. Customer will look
solely to the third party that manufactured, produced
or provided the Third Party Products for recovery on
any claim of liability, whether express or implied,
and will hold Golan Group harmless therefrom. Golan
Group's sole responsibility with respect to Third Party
Products shall be to pass through to Customer any manufacturer
warranties of the Third Party Products. AS TO PRODUCTS
PRODUCED AND SERVICES PROVIDED SOLELY BY Golan Group
("Golan Group PRODUCT"), Golan Group MAKES
NO WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS TO THOSE
WARRANTIES SPECIFICALLY SET FORTH IN THE SPECIFICATIONS
OF THE Golan Group PRODUCT. If Golan Group is unable
to correct the failure to conform to any such warranty
after a reasonable number of attempts, Golan Group will
provide at its option either: (a) replacement equipment,
product or service, or (b) a refund of the purchase
price. These remedies are Customer's exclusive remedies
for breach of warranty on Golan Group Products.
Any action for breach of warranty must be commenced
within two months following expiration of the applicable
warranty. Golan Group does not guarantee product compatibility.
Defective and DOA (dead on arrival) product must be
reported to Customer Service within 21 calendar days
of the invoice date. All order discrepancies (shortages,
mislabeled product, damaged product or overages) must
be reported to Customer Service within five business
days after receipt of the shipment. All non-defective
returns must be reported to Customer Service within
five business days after receipt of the shipment. Not
all products are eligible for return, and not all products
that are eligible for return are to be returned to Golan
Group. Carefully review all return policies (below)
before making your purchase. Shipping charges are not
refundable.
Negation of Warranty
Golan Group does not warrant (a) product, components
or parts not produced by Golan Group, (b) defects caused
by failure to provide suitable installation or application
environment for the equipment, (c) damage caused by
use of the equipment for purposes other than those for
which they were intended, (d) damage caused by disaster
such as fire, flood, wind and lightning, (e) damage
during shipment, (f) damage caused by unauthorized modification
or improper installation of the equipment, or (g) any
other abuse or misuse by Customer. No agent or employee
of Golan Group or any other party is authorized to make
any warranty in addition to those made in this Agreement.
Disclaimer of Warranty
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, AND GOLAN GROUP HEREBY DISCLAIMS
ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability
Except for loss, damage and expense caused by gross
negligence or intentional misconduct, neither party
shall be liable to the other party for any indirect,
special or consequential damages (including loss of
profits) arising out of this Agreement, regardless of
the form of action or theory of relief. Any liability
arising under this Agreement is limited to the total
fees and authorized costs received by Golan Group for
services rendered pursuant to this Agreement. Further,
no action, whether for indemnification or otherwise,
regardless of form, arising out of the transactions
under this Agreement, may be brought by either party
more than one (1) year after the damage, loss or expense
occurred, except that an action for non-payment may
be brought within one (1) year after the date of last
payment. Except as otherwise provided herein, Golan
Group is not liable for any claim made by a third party
or made by Customer for a third party.
Termination
Golan Group or Customer may terminate any order made
pursuant to this Agreement with or without cause upon
Thirty (30) business days prior written notice to the
other party. Termination shall not relieve Customer's
duty to pay for equipment actually shipped, services
actually performed or expenses incurred by Golan Group
pursuant to this Agreement.
Confidential and Trade Secret Information
Neither party to this Agreement will use or disclose
to any third party any confidential or proprietary information
of the other party, including but not limited to, trade
secrets, software applications, technology, know-how,
business practices, and pricing information and any
and all other documents marked confidential or proprietary,
without prior written consent of the discloser thereof.
Intellectual Property Rights
Golan Group shall own all right, title and interest
in any preexisting intellectual property used in carrying
out the services hereunder or developed or created solely
by Golan Group, even if such intellectual property is
developed solely to implement the services hereunder.
No license to such Golan Group intellectual property
is granted hereunder. For the avoidance of doubt, Golan
Group shall own all right, title and interest in the
diagnostic materials and maintenance tools used or furnished
by Golan Group.
Non-Solicitation and Non-Hire
Both parties agree that during the time that Golan Group
is rendering services under the terms of this Agreement
and for a one-year period following the cessation of
such services, neither party will, directly or indirectly,
solicit for hire, or hire, any current or former employee
or consultant employed by or hired by the other party.
Nature of Relationship
Golan Group is acting as an independent contractor to
Customer. No personnel employed or engaged by Golan
Group to perform the services for Customer will be considered
Customer's employees, agents, partners, joint venture
partners, or franchisor. Each party to this Agreement
agrees to comply with all applicable laws, rules, and
ordinances.
Insurance
Golan Group shall carry adequate insurance coverage
to provide Workers compensation insurance as required
by applicable state law; employer's liability insurance
with limits of at least $300,000 per occurrence; comprehensive
automobile liability insurance with limits of at least
$1,000,000; and comprehensive general liability insurance
with limits of at least $1,000,000.
Governing Law and Venue
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF
FLORIDA WITHOUT GIVING EFFECT TO ANY CHOICE-OF-LAW RULES.
THOSE WHO CHOOSE TO ACCESS THIS SITE FROM OTHER LOCATIONS
DO SO ON THEIR OWN INITIATIVE AND ARE RESPONSIBLE FOR
COMPLIANCE WITH LOCAL LAWS, IF AND TO THE EXTENT LOCAL
LAWS ARE APPLICABLE. ANY ACTION OR PROCEEDING SEEKING
TO ENFORCE ANY PROVISIONS OF, OR BASED ON ANY SUIT ARISING
OUT OF THIS AGREEMENT MAY BE BROUGHT AGAINST ANY OF
THE PARTIES IN A COURT OF COMPETENT JURISIDICTION. NOTWITHSTANDING
THE FOREGOING, CUSTOMER HEREBY AGREES THAT Golan Group
MAY BRING ANY ACTION, PROCEEDING OR SUIT RESULTING FROM
CUSTOMER'S NON-PAYMENT IN THE COURTS LOCATED IN PALM
BEACH COUNTY, FLORIDA, AND CUSTOMER HEREBY CONSENTS
TO SUCH COURTS' JURISIDICTION.
Other
The terms, conditions and prices contained in any quote
from Golan Group are subject to change until such time
as Customer accepts the quote, furnishes payment or
an obligation to pay that is satisfactory to Golan Group's
Credit Department, and thereby converts or directs the
conversion of the quote to an order. Golan Group shall
have no obligation to honor any quotes until they are
so accepted and converted. Travel expenses, sales tax
and freight and delivery are not included in this Agreement
and, where applicable to services and products purchased
by Customer hereunder, will be the responsibility of
the Customer. This Agreement is subject to credit approval
by Golan Group. The Customer will provide appropriate
credit references upon request and authorize to obtain
credit history from such references. If Customer claims
exemption from sales tax, an exemption certificate will
be provided to Golan Group prior to conversion of any
order to which such exemption applies.
Copyrights and Trademarks
Copyright © 1997-2004 Grupo Golan Company, Inc.
and subsidiaries. All rights reserved. All trade names
and trademarks are the properties of their respective
owners.
Golan Group Return Policies (last revised February
16, 2004):
PLEASE NOTE: The return policies below are subject to
change based on manufacturer requirements. In addition,
we reserve the right to reject any returns that a manufacturer
will not accept. In the United States, you can obtain
a complete copy of any written manufacturer warranty
for a product sold by Golan Group free of charge by
emailing Golan Group at sales@golangroup.com.
Defective and DOA (dead on arrival) product returns
With some exceptions, you must report defective or DOA
products to Customer Service within 21 calendar days
of the invoice date to avoid being charged a restocking
fee. With some exceptions, if you report defective or
DOA products to Customer Service within 30 days of your
invoice date, you will be charged a restocking fee.
Please see the "EXCEPTIONS" section below
for exceptions to this policy.
Non-defective product returns
You must report any of the following issues with
your products to Customer Service within five business
days of the invoice date: shortages, mislabeled product,
physically damaged product or overages.
No returns will be accepted without our prior authorization
and an Golan Group return merchandise authorization
("RMA") number. RMA numbers issued by Golan
Group are good for 10 business days only, and product
must be received by the appropriate warehouse within
that time. RMA numbers cannot be extended or re-issued.
Clearly mark each address label of each package being
returned with the RMA number.
Shipping charges for shipments to you are not refundable.
You are also responsible for shipping charges and the
risk of loss on all return shipments. We highly recommend
using a reputable shipping carrier that will properly
pack, fully insure your return shipment, and provide
you with proof of delivery. Please keep all packing
material and shipping documentation to facilitate the
service or return of your products.
All product returns must include all of the product
shipped to you, all original boxes, packing and shipping
materials, original UPC codes on the manufacturer's
boxes, and all blank warranty cards, accessories and
documentation provided by the manufacturer.
Return Address:
Warehouse locations vary
Customers will be provided with the warehouse address
at the time they receive the RMA #.
Mailing Address:
301 Crawford Boulevard, Suite 102
Boca Raton, FL 33432
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