TERMS AND CONDITIONS
Last revised July 19th, 2011
CONTROLLING PROVISIONS: By using this website you hereby assent to all of the terms and conditions contained herein. No terms and conditions other than the terms and conditions contained herein shall be binding upon PDT Tech, LLC ("PDT Tech") unless accepted by it in a writing duly signed by an authorized representative of PDT Tech. All terms and conditions contained in any prior or contemporaneous oral or written communication, including, without limitation, any purchase order, which are different from or in addition to the terms and conditions herein are hereby rejected and shall not be binding on PDT Tech, whether or not they would materially alter this document, and PDT Tech hereby objects thereto. PDT Tech may revise these terms and conditions and its privacy policy [provide link] at any time without notice to you.
PRICING TERMS: All prices are F.O.B. Huntington Beach, CA or our shipping points. All orders are subject to acceptance by PDT Tech. All prices are subject to change without notice. Standard prices do not include shipping, handling, drop ship, insurance or COD charges.
CREDIT & TERMS OF PAYMENT: Prepayment must be made in U.S. funds by individuals and private industry and must include shipping and handling charges or written authorization to forward order with the shipping charges C.O.D. Open billing is extended to all U.S., federal, state, county and municipal agencies. Orders must be accompanied by a purchase order number or a voucher. Unless agreed upon in advance, standard term on Open Billing is Net 30.
TAXES: The amount of any sales, excise or other taxes, if any, applicable to the products shall be added to the final purchase price and shall be paid by you unless you provide PDT Tech with an exemption certificate acceptable to the taxing authorities.
TITLE, LOSS RISK, AND INSURANCE: Title to products passes from PDT Tech to you upon shipment from PDT Tech's facility or third-party manufacturer's facility. Cost of insurance for goods in transit shall be borne by you. Upon request, PDT Tech may, at its discretion, arrange to insure the goods for transit at your sole cost.
INSPECTION AND ACCEPTANCE: Claims for damage, shortages or errors in shipping must be reported within two (2) business days following delivery. You shall have seven (7) calendar days from the date of shipment receipt to inspect the shipment for defects and nonconformities, and to notify PDT Tech thereof in writing. You shall be deemed to have irrevocably accepted the products, in the event notice is not timely received by PDT Tech. After acceptance or deemed acceptance, you may not reject the shipment or revoke acceptance for any reason. You hereby agree that seven (7) calendar days is a reasonable inspection and notice period.
CHANGES OR DELAYS OF SHIPMENT: Once an order has been processed, you may not modify the order or delay it in any way without PDT Tech's prior written consent, which consent may be withheld in PDT Tech's sole discretion. PDT Tech's consent to any such change or delay may be conditioned upon PDT Tech's receipt of compensation for any resulting loss or damage incurred by PDT Tech, including, without limitation, the cost of labor, materials, and overhead expenses, special expenses, commissions and lost profits. In addition, customer initiated shipment delays exceeding one hundred eighty (180) days from the original delivery date will be deemed a cancellation and fall under PDT Tech's cancellation policy, unless PDT Tech has previously consented to such delay in writing.
CANCELLATIONS AND RETURNS: No order may be canceled without PDT Tech's prior written consent. If PDT Tech, in its sole discretion, accepts any cancellation or return of standard products which PDT Tech stocks and the aggregate value does not exceed $1,000, then a cancellation and restocking charge of $50 or 20% of the order value, whichever is greater, will be applied. Product returns will be accepted if: (i) it is in new condition, suitable for resale in its undamaged original packaging and with all its original parts, (ii) it has not been used, installed, modified, rebuilt, reconditioned, repaired, altered or damaged and (iii) you return the goods with freight pre-paid. If PDT Tech, in its sole discretion, accepts any cancellation or return of standard products which PDT Tech stocks where the aggregate value exceeds $1,000, you shall compensate PDT Tech for any resulting loss or damage including, without limitation, the cost of labor, materials, and overhead expenses, special expenses, commissions and reasonable profits. In no event may custom fabricated items be returned or orders for such items canceled.
RECOMMENDATIONS BY PDT TECH: No recommendations made by PDT Tech concerning the use, design, application or operation of its products shall be construed as representations or warranties, expressed or implied. PDT Tech shall not be liable and hereby disclaims any and all liability for failing to make recommendations.
LIMITED WARRANTY: PDT TECH SHALL ONLY WARRANT ITS PRODUCTS AGAINST DEFECTS IN MATERIAL AND WORKMANSHIP DURING THE WARRANTY PERIOD SPECIFIED FOR EACH PRODUCT. PRODUCT RETURNS ACCOMPANIED BY A RETURN MERCHANDISE AUTHORIZATION (RMA) SHALL EITHER BE REPLACED OR REWORKED, WHICH DERTERMINATION SHALL BE MADE BY PDT TECH IN ITS SOLE DISCRETION. The sole and exclusive remedy for merchandise alleged to be defective in workmanship or material will be the replacement or rework of the merchandise subject to the manufacturer's inspection and warranty. MISUSE OR ABUSE OF THE PRODUCTS, WHETHER FORSEEABLE OR NOT, SHALL VOID ITS WARRANTY. EXCEPT AS OTTHERWISE EXPRESSLY SET FORTH HEREIN OR ON THE PACKAGING ACCOMPANYING PDT TECH PRODUCTS,
LIMITATIONS OF LIABILITY: PDT TECH HEREBY DISCLAIMS ANY AND ALL LIABILITIES BEYOND THOSE SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCT(S) NOT BEING AVAILABLE FOR USE, LOST PROFITS, LOSS OF BUSINESS, OR THE PROVISION OF SERVICES AND SUPPORT. SINCE SPECIFIC APPLICATIONS MAY VARY WIDELY, IT IS ULTIMATELY THE BUYER'S RESPONSIBILITY TO DETERMINE SUITABILITY OF A PRODUCT APPLICATION TO BUYER'S SPECIFIC APPLICATION. PDT TECH HEREBY DISCLAIMS ALL OTHER EXPRESSED OR IMPLIED WARRANTIES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS OR FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES, AND IN NO EVENT, WILL PDT TECH BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE OR ANY OTHER LOSS OR DAMAGE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PDT TECH WILL NOT BE LIABLE FOR ANY CLAIM BY ANY THIRD PARTY OR FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PDT TECH BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT INVOICED FOR THE APPLICABLE PRODUCT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
INDEMNIFICATION: In no event shall PDT Tech be responsible for any losses or damages sustained by anyone as a result of abuse or misapplication of the products. You agree to defend, indemnify and hold harmless PDT Tech and its agents and employees against any loss, damage, claim, suit, liability, judgment or expense (including, without limitation, attorneys' fees) arising out of or in connection with any injury, disease or death of persons (including, without limitation, your employees and agents) or damage to or loss of any property or the environment, or violation of any applicable laws or regulations resulting from or in connection with the sale, transportation, use, or repair of PDT Tech products by you or of the information, designs, services or other work supplied by PDT Tech, whether caused by your concurrent and/or contributory negligence, PDT Tech, or any of their agents, employees or suppliers. The obligations, indemnities and covenants contained in this paragraph shall survive the consummation or termination of this transaction.
NON-WAIVER: PDT Tech's failure to insist upon the strict performance of any term or condition herein shall not be deemed a waiver of any of PDT Tech's rights or remedies hereunder, nor of its right to insist upon the strict performance of the same or any other term herein in the future. No waiver of any term or condition hereunder shall be valid unless in writing and signed and approved by PDT Tech.
SEVERABILITY: These terms and conditions shall not be construed against the party preparing them, but shall be construed as if all parties jointly prepared these terms and conditions and any uncertainty or ambiguity shall not be interpreted against any one party. If any provision here of is held to be illegal, invalid or unenforceable under any present or future laws, such provision shall be fully severable and the terms and conditions herein shall be construed and enforced as if such illegal, invalid or unenforceable provision had never been made a part hereof. The remaining provisions herein shall remain in full force and effect and shall not be affected by such illegal, invalid or unenforceable provisions or by their severance from these terms and conditions.
INTERNATIONAL ORDERS -- EXPORT CONTROL: [U.S. EXPORT LICENSES] Shipments to any overseas installation, except members of NATO, require an individual validated export license issued by the U.S. Department of Commerce. Form BXA-711 must be submitted with the license application. Failure to include this form delays the licensing procedure. Properly documented license applications are normally approved within sixty (60) days. Form BXA-711 may be obtained from the U.S. Embassy or consulates. It is your responsibility, not PDT Tech to obtain this license, unless agreed upon otherwise. PDT Tech reserves the right to refuse shipment to any exporter who has not satisfactorily shown their compliance with applicable export regulation. Orders will not be processed by PDT Tech until satisfactory terms of payment are established and the export license is complete. The cost of obtaining all licenses shall be borne by you.
INTERNATIONAL ORDERS - PREPAYMENT: International Orders require either a prepayment via: (i) a certified cashier's check drawn on any major U.S. bank or (ii) a transfer of funds (contact PDT Tech's sales department for bank wire information), or (iii) an irrevocable letter of credit advised and confirmed by a major U.S. bank payable in U.S. dollars at sight upon standard proof of shipment. All banking charges, including those of negotiating and paying banks, documentation, and legalization/authentication are to be paid by you. PDT tech has a service charge of $450.00 for handling letters of credit. Pro forma invoices will be supplied upon request.
WEBSITE CONTENT: PDT Tech provides a website to educate and assist you in selecting products. Although PDT Tech exercises care to ensure that the content on its website is correct, PDT Tech makes no warranty of its content. It is your sole responsibility to verify all of the information within this website as the content may include inadvertent errors and/or inaccuracies. The PDT Tech website and content provided herein are the intellectual property and copyrighted works of PDT Tech or a third party provider. All rights, title and interest are reserved. All content is provided on an "as is" and "as available" basis. PDT TECH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE PDT TECH WEBSITE AND ALL CONTENT PROVIDED ON OR THROUGH THE PDT TECH WEBSITE. IN NO EVENT SHALL PDT TECH BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THIS WEBSITE OR ANY CONTENT PROVIDED HEREIN.
NO UNLAWFUL OR PROHIBITED USE: You agree not to use the PDT Tech website or content provided herein for any purpose that is unlawful or prohibited by these Terms and Conditions.
PRIVACY: In placing or accepting an order, Buyer agrees to the terms of PDT Tech's
privacy policy.
HEADINGS: The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived there from.
ENTIRE AGREEMENT: This document sets forth the entire understanding of the parties relating to the transactions they contemplate, and supersedes all prior or contemporaneous understandings relating to them, whether written or oral. There are no obligations, commitments, representations or warranties relating to them except those expressly set forth herein. No course of dealing or usage of the trade shall be applicable unless expressly incorporated herein. The terms and conditions contained herein may not be added to, modified, superseded or otherwise altered except by a written modification signed by an authorized representative of PDT Tech. All transactions shall be governed solely by the terms and conditions contained herein.
APPLICABLE LAWS: All matters relating to your access to, and use of, the PDT Tech website and the content herein shall be governed by U.S. federal law or the laws of the State of California. Any legal action or proceeding relating to your access to, or use of, this website or the content herein shall be instituted in a state or federal court in San Francisco, Alameda or Contra Costa County, California. You and PDT Tech agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.