Relay Specialties Website Terms of Use & Conditions of Order

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Relay Specialties, Inc. ("Relay Specialties") operates the website located at www.relayspec.com (the "Site") to provide online access to information about products available from Relay Specialties (the "Products") and to facilitate transactions for the purchase of Products (the "Service").

By accessing and using the Site, you agree to each of the terms and conditions set forth herein ("Terms of Use"). By ordering Products, you agree to the Terms of Use, as well as the Conditions of Order, set forth below. These Terms of Use, together with the Conditions of Order, are referred to as this “Agreement."

Relay Specialties reserves the right to modify this Agreement at any time without prior notice. Your use of the Site following any such modification constitutes your agreement to follow and be bound by the Agreement as modified. From time to time, this Agreement may be modified or revised. A revision date will be duly noted at the end of this Agreement.

1. Access to the Site. Registration is not required to place an online order or use any of Relay Specialties websites. Select Relay Specialties websites offer expanded services via the Web through a name/password protected system.

Your username and password are referred to as your "Identification." You are solely responsible for keeping your Identification confidential. You agree that you and your authorized representatives will be the only users of your Identification, and that you will be solely responsible for all activities on the Site using your Identification. We strongly recommend that you log out of the Site and close your browser window when your session is completed to help prevent unauthorized persons from accessing your Identification. Please keep in mind that no Internet site is 100% secure. Thus, while Relay Specialties strives to protect the personal information and privacy of its users, your use of the Site to transmit or store personally identifiable information is at your own risk.

2. Intellectual Property. The Service, the Site, and all information and/or content that you see, hear or otherwise experience on the Site (the "Content") are protected by U.S. and international copyright, trademark and other laws, and belong to Relay Specialties or business partners, affiliates, contributors or third parties.

Relay Specialties grants you a personal, non-exclusive, non-transferable license to use the Site, the Service and the Content and to download, print and store portions of the Content that you select, provided that you: (1) only use these copies of the Content for your own internal business purposes or your personal, non-commercial use; (2) do not copy or post the Content on any network computer or transmit, distribute, publish or broadcast the Content in any media; and (3) do not modify or alter the Content in any way, or delete or change any copyright or trademark notice. No right, title or interest in any downloaded Content or materials is transferred to you as a result of this license. Relay Specialties reserves complete title and full intellectual property rights in any Content you download from the Site, subject to this limited license for you to make personal use of the Content as set forth herein.

You may not use any of the marks or logos appearing throughout the Site without express written consent from the trademark owner, except as permitted by applicable law.

You may not mirror, scrape, or frame the home page or any other pages of this Site on any other website site or web page. You may not connect “deep links” to the Site, i.e., create links to this site that bypass the home page or other parts of the Site without written permission.

3. Disclaimer of Warranties. RELAY SPECIALTIES MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY PRODUCT, OR WITH RESPECT TO THE SITE, THE SERVICE OR THE CONTENT. RELAY SPECIALTIES EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT WITH REGARD TO THE PRODUCTS, THE SITE, THE SERVICE, AND THE CONTENT. RELAY SPECIALTIES DOES NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE SITE OR THE SERVICE WILL BE CORRECTED. RELAY SPECIALTIES DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT, OR THAT ANY ERRORS IN THE CONTENT WILL BE CORRECTED. THE SITE, THE SERVICE AND THE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

4. Pricing and Product Information. Relay Specialties makes every effort to provide current and accurate information relating to the Products and prices, but does not guarantee the accuracy of any such information. Information relating to Products is subject to change without notice. Prices are subject to change at any time prior to Relay Specialties's acceptance of your order. In the event we discover a material error in the description or availability of a Product that affects your outstanding order with Relay Specialties, or an error in pricing, we will notify you of the corrected version, and you may choose to accept the corrected version, or cancel the order. If you choose to cancel the order, and your credit card has already been charged for a purchase, Relay Specialties will issue a credit to your credit card in the amount of the charge. All prices are in U.S. dollars.

5. Order Placement and Acceptance. When you place an order, we may verify your method of payment, shipping address and/or tax exempt identification number, if any, before processing your order. Your placement of an order via the Site is an offer to purchase our Products. Relay Specialties may accept your order by processing your payment and shipping the Product, or may, for any reason, decline to accept your order or any part of your order. No order shall be considered to be accepted by Relay Specialties until the Product has been shipped. If we decline to accept your order, we will attempt to notify you using the email address or other contact information provided with your order.

6. Methods of Payment. Relay Specialties offers the following payment methods:

a. For United States customers: Relay Specialties offers check, money order, MasterCard, VISA, American Express, C.O.D. and prepaid by wire transfer as well as open account credit to qualified institutions and businesses. Payment must be made in the currency in which the order was placed; specifically U.S. dollars (USD).

b. For Canadian customers: Relay Specialties offers all of the above payment options except C.O.D.

c. For Other International customers: We offer MasterCard, VISA, American Express, prepaid by wire transfer, cashier's check in US funds, as well as open account credit to qualified institutions and businesses. We cannot accept personal checks or certified personal checks. Money orders can result in significant delays. Use of Letters of Credit must be approved in advance by Relay Specialties' Accounting Department. To obtain a credit application for open account credit, contact any sales representative by calling 201-337-1000 or faxing your request to 201-337-1862. Please allow sufficient time for the credit approval process. To avoid delay on your initial order you may elect an alternative payment method.

7. Quantity Limitations. Relay Specialties may limit or cancel quantities available for purchase on any order on any basis, and to alter the availability or duration of any special offers at any time. Relay Specialties may reject any order, or any part of an order. We reserve the right to consider complete any orders shipped incomplete where the quantity of the backorder does not substantiate a legitimate dollar value. We reserve the right to over ship any order specifically manufactured for you.

8. Product and Design Assistance Disclaimer.

a. Sale of Critical Components. Products sold by Relay Specialties are not authorized for use in any manner as a component of a life support device or system, whose failure to perform can be reasonably expected to cause the failure of the life support device or system, or to affect its safety or effectiveness. Unless otherwise noted, all components are sold for commercial use only.

b. Non-Cancelable / Non-Returnable Products. Relay Specialties will notify you of a product that is "NC/NR", (Non-Cancelable/Non-Returnable) upon determining that an order requires such conditions of sale. Irrespective of circumstances, you agree that "NC/NR" products may not be cancelled, returned or rescheduled by you without the agreement of both Relay Specialties’ supplier(s) and the written consent and authorization of Relay Specialties.

c. Technical Assistance and Design Support Services. . Relay Specialties offers its technical assistance and design support services solely as a convenience to Relay Specialties customers. Relay Specialties technical assistance and design support services personnel provide useful information regarding the Products. As such, Relay Specialties does not guarantee that any information or design recommendation provided is accurate, or correct, and Relay Specialties shall have no responsibility or liability in connection with any and all information provided. You are solely responsible for analyzing and determining the appropriateness of any information or recommendation provided by Relay Specialties technical assistance and design support services personnel, and the reliance on such information or recommendation is at your sole discretion and risk

d. Revisions and Corrections of Errors and Inaccuracies. The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. Relay Specialties therefore reserves the right to correct any errors, inaccuracies or omissions and to change, revise or update the Content at any time without prior notice. However, Relay Specialties does not guarantee that any errors, inaccuracies or omissions will be corrected. Revisions to the Site will occur from time to time and at the discretion of Relay Specialties.

e. Third Party Links. Hypertext links to third party website or information do not constitute or imply an endorsement, sponsorship, or recommendation by Relay Specialties of the third party, the third-party website, or the information contained therein, unless expressly stated on the Site. You acknowledge and agree that Relay Specialties is not responsible for the availability of any such website and that Relay Specialties does not endorse or warrant, and is not responsible or liable for, any such website or the content thereon. Your ability to navigate to these sites through Relay Specialties Site is at your own discretion. You need to make your own decisions regarding your interactions or communications with any other website.

f. Geographic Limitations on Use. Like most Internet website, this site is accessible worldwide. However, not all Relay Specialties products or services are available to all persons or in all geographic locations. Relay Specialties reserves the right to limit the provision of its products and services to any person, geographic area, or jurisdiction and to limit the quantities of any products or services that it provides. You agree to comply with all applicable laws, local customs and rules regarding the transmission of technical data, acceptable content, and online conduct.

g. Color Display. Relay Specialties attempts to display as accurately as possible the colors of the products shown on the Site. However because the colors you see will depend on many factors, including your monitor or printer, Relay Specialties cannot guarantee that the color you see matches the product color.

9. Limitation of Liability. IN NO EVENT SHALL RELAY SPECIALTIES BE LIABLE TO THE BUYER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATING TO (I) ANY PRODUCT OR SERVICE PROVIDED OR TO BE PROVIDED BY RELAY SPECIALTIES, OR THE USE OR INABILITY TO USE THE SAME, (II) THE USE OF OR INABILITY TO USE THE SITE, THE SERVICE, OR THE CONTENT, (III) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SITE; (IV) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE, THE SERVICE AND/OR THE CONTENT, (V) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (VI) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR THE SERVICE, OR (VII) ANY OTHER MATTER RELATING TO THE PRODUCTS, THE SITE, THE SERVICE, OR THE CONTENT; EVEN IF RELAY SPECIALTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

RELAY SPECIALTIES' SOLE OBLIGATION AND LIABILITY FOR PRODUCT DEFECTS SHALL BE, AT RELAY SPECIALTIES' OPTION, TO REPLACE SUCH DEFECTIVE PRODUCT OR REFUND TO CUSTOMER THE AMOUNT PAID BY CUSTOMER THEREFORE. IN NO EVENT SHALL RELAY SPECIALTIES' LIABILITY EXCEED THE BUYER'S PURCHASE PRICE. The foregoing remedy shall be subject to buyer's written notification of defect and return of the defective product within ninety (90) days of original purchase. The foregoing remedy does not apply to products that have been subjected to misuse (including without limitation static discharge, electromagnetic interference (emi), radio frequency interference (rfi), etc.), misapplication, neglect, accident or modification, or to products that have been soldered or altered during assembly, or are otherwise not capable of being tested to their original specifications. Determination of any freight charges associated with return of the defective product shall be made at the time of the return authorization.

IF YOU ARE DISSATISFIED WITH THE SITE, THE SERVICE, THE CONTENT, OR WITH THE TERMS OF USE, AT YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. YOU ACKNOWLEDGE, BY YOUR USE OF THE SITE, THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK.

10. Indemnification. You understand and agree that you are personally responsible for your use or inability to use the Products, your reliance upon any information or recommendation provided by Relay Specialties technical assistance and design support services personnel, and your behavior on the Site. You agree to indemnify, defend and hold harmless Relay Specialties, affiliated companies, business partners, licensors, employees, agents, and any third-party information providers to the Service from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of your use, misuse, or inability to use the Products, the Site, the Service, or the Content, your reliance upon any information or recommendation provided by Relay Specialties technical assistance and design support services personnel, or any violation by you of this Agreement.

11. User Conduct. You agree not to take any action that might compromise the security of the Site, render the Site inaccessible to others or otherwise cause damage to the Site or the Content. You agree not to add to, subtract from, or otherwise modify the Content. You agree not to use the Site in any manner that might interfere with the rights of third parties.

12. General Provisions. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. No waiver by Relay Specialties of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of the Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, it will not impact any other provision of the Agreement, all of which will remain in full force and effect. Any and all disputes relating to the Agreement, Relay Specialties' Privacy Statement, or your use of the Site, the Service, or the Content (collectively, "Disputes") are governed by, and will be interpreted in accordance with, the laws of the State of New Jersey, without regard to any conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any Dispute will be venued in a state or federal court situated in the state of New Jersey, United States of America and you hereby irrevocably submit to the personal jurisdiction of such courts for that purpose.