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Silmar Electronics Terms of Use


General Terms
These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and Silmar Electronics ("company," "we," "us," or "our"), concerning your access to and the use of the Silmar Electronics website as well as any other media form, media channel, mobile website or mobile application related, linked or otherwise connected to thereto (collectively, the "Site"). You agree that by accessing the Site, you have read, understood, and agreed to be bound by all these terms of use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the "Last Updated" date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to and will be deemed to have been made aware of and accepted the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.
The Information Provided on the Site is not intended for distribution or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or subject us to any registration requirement within such jurisdiction country. Accordingly, those persons who choose to access the Site from other locations for so on their initiative are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.

Intellectual Property Rights
Unless otherwise indicated, the Site is our proprietary property. All source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the "AS IS" for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and download or print a copy of any portion of the content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content, and the Marks.

Products
We make every effort to display as accurately as possible the colors, specifications, and details of the products available on the Site. However, we do not guarantee that the colors, features, specifications, and details of the products will be accurate, complete, reliable, current, or free of other errors. Your electronic display may not accurately reflect the actual colors and details of the products. All products are subject to availability, and we cannot guarantee that items will be in stock. We reserve the right to discontinue any products at any time for any reason. Prices for all products are subject to change.

Prohibited Activities
You may not access or use the Site for any purpose other than that we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are endorsed or approved by us.
As a user of the Site, you agree not to:
  • Systematically retrieve data or other content from the Site to create, compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  • Make any unauthorized use of the Site, including collecting usernames and email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  • Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce a limitation on the use of the Site and/or the content contained therein.
  • Engage in unauthorized framing of or linking to the Site.
  • The trick, defraud or mislead other users and us, especially in any attempt to learn sensitive account information such as user passwords.
  • Engage in any automated use of the system, such as using scripts to send comments or messages, using any data mining robots, or similar data gathering and extraction tools.
  • Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
  • Attempt to impersonate another user or person or use the username of another user.
  • Sell or otherwise transfer your profile.
  • Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
  • Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
  • Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
  • Attempt to bypass any Site's measures designed to prevent or restrict access to the Site or any portion of the Site.
  • Delete the copyright or other proprietary rights notice from any Content.
  • Copy or adapt the Site's software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
  • Except as may be the result of a standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
  • Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
  • Use the Site in a manner inconsistent with any applicable laws or regulations.

Submissions
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or the Marketplace Offerings ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

Third-Party Websites and Content
The Site may contain (or you may be sent via the Site or the Marketplace Offerings) links to other websites  ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Content does not imply approval or endorsement thereof by us. If you decided to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases that are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites, and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you to harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

Advertisers
We allow advertisers to display their advertisements and other information in certain areas of the Site, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements on the Site or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Site, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.

Site Management
We reserve the right, but not the obligation to: (1) monitor the Site violations on these Terms of Use;(2) take appropriate legal action against anyone who, in our sole discretion, violates the law of these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site and the Marketplace Offerings.

Term and Termination
These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE AND THE MARKETPLACE OFFERINGS (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE AND THE MARKETPLACE OFFERINGS OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

Modifications and Interruptions
We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Marketplace offerings without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site or the Marketplace Offerings.
We cannot guarantee the Site, and Marketplace Offerings will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site or the Marketplace Offerings at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or the Marketplace Offerings during any downtime or discontinuance of the Site or the Marketplace Offerings. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or the Marketplace Offerings or to supply any corrections, updates, or releases in connection therewith.

Corrections
There may be Information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Marketplace Offerings, including descriptions, pricing, availability, and various other Information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the Information on the Site at any time, without prior notice.

Governing Law
These Terms of Use and your use of the Site and the Marketplace Offerings are governed by and construed in accordance with the laws of the state of Florida applicable to agreements made and to be entirely performed within the State of Florida, without regard to its conflict of law principles.

Dispute Resolution and Arbitration
In the interest of resolving disputes between you and Silmar Electronics Inc. in the most expedient and cost-effective manner, you and Silmar Electronics Inc. agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, AND THAT THIS AGREEMENT WILL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT.

Disclaimer
THIS SITE IS PROVIDED ON AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE SERVICES WILL BE AT YOUR SOLE RISK, TO THE FULLEST EXTENT PERMITTED BY LAW. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE'S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS SITE, AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY(1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4)ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR(6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF ANY PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGEMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

Limitations of Liability
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO TOY, AND YOU HAVE ADDITIONAL RIGHTS.

Indemnification
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents partners, and employees, from and against any loss, damage, liability claim, or demand, including reasonable attorney's fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellection property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

User Data
We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, a well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity that you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

Electronic Communications, Transactions, and Signatures
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email, and on the Site satisfy any legal requirement that such communication is in writing. YOU HEREBY AGREE TO USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.  You hereby waive any rights or requirements under statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records or to payments or the granting of credits by any means other than electronic means.

Miscellaneous
These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of their Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms of Use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

Privacy Policy
We care about data privacy and security. By using the Site or the Marketplace Offerings, you agree to be bound by our Privacy Policy posted on the Site, which is incorporated into these Terms of Use. Please be advised the Site and the Marketplace Offerings are hosted in the State of Florida. If you access the Site or the Marketplace Offerings from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the State of Florida, the through your continued use of the Site, you are transferring your data to the State of Florida, and you expressly consent to have your data transferred to and processed in the State of Florida.

User Registration/ Account Creation
You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

User Representations
By using the Site, you represent and warrant that; (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity, and you agree to comply with these Terms of Use; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site through automated or non-human means, whether through a bot, script or otherwise;(6) you will not use the Site for any illegal or unauthorized purpose; and (7) your use of the Site will not violate any applicable law or regulation.
If you provide any information that is untrue, not current, incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

Contribution License
This Site does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Site Privacy Policy.
You and the Site agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy policy and your choices (including settings).
By submitting suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for any purpose without compensation to you.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site, and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

Guidelines for review
We may provide you areas on the Site to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, or hate language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews; whether positive or negative.


Purchases and Payment
We accept the following forms of payment: VISA, Mastercard, Discover, Amex, Silmar open account.
You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchase as deemed and required by us. We may change prices at any time. All payments shall be made in U.S. dollars.
You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provided for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.
We reserve the right to refuse any order placed through the Site. We may, in our sole discretion, limit to cancel quantities purchased per person, per project, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address.

Terms of payments
Unless otherwise agreed to in writing, all shipments shall be paid for within thirty (30) days of shipment. Any past balance shall be subject to a finance charge of one and a half (1.5 %) percent per month (eighteen {18%) percent annual rate). Orders are subject to the approval of Silmar's credit department at the time of shipment. The Buyer shall pay to Silmar reasonable costs of collection, including all expenses for pursuing, searching for, receiving, taking, keeping, storing, advertising, and selling the collateral, including twenty (20%) percent of balance as reasonable attorney's fees, for monies unpaid when due. Silmar reserves the right in its sole discretion to change the Buyer's category for pricing purposes.

Delivery
Silmar shall not be responsible for loss, damage, delay, or failure with respect to the products if due to or arising from shortage of raw materials, fires, labor troubles of any kind, accidents, breakdown of machinery, government acts of any kind, failure of manufactures, subcontractors or suppliers to deliver materials or supplies or to provide services as agreed to contemplated by past dealings, transportation difficulties of any kind, acts of God, acts of Buyer of any other contingencies reasonably beyond Silmar's control, whether or not presently occurring or contemplated by either party. Silmar shall not be liable for damages, general, consequential, or otherwise, or for failure to give notice to any delay until it shall have such additional time within which to deliver the products as may be reasonably necessary under the circumstances and shall have the right to apportion its inventory among its customers in such a manner as it considers acceptable. Silmar shall also have the right to deliver the products in installments.

Shipping
All shipments are made FOB unless otherwise specified. Title to products and risk of loss pass to Buyer upon shipment from Seller's warehouse. Buyer agrees to purchase any and all insurance it deems necessary to indemnify it against any loss in shipping. Buyer will determine any export license requirements, obtain any export license or other official authorization, and carry out any customs formalities for the export of goods. Buyer assumes all risk of loss in shipping and all liability for loss or damage, whether direct, indirect, consequential, or otherwise, due to delays once the products have been delivered to the carrier. Buyer will comply with all applicable laws, regulations, and ordinances of any governmental authority in any country having proper jurisdiction, including, without limitation, those laws of the United States or other countries that regulate the import or export of the goods provided by Seller and shall obtain all necessary import/export licenses in connection with any subsequent import, export, re-export, transfer, and use of all goods, technology and software purchases, licensed and received from Seller. Unless otherwise mutually agreed in writing, Buyer agrees that it will not use the goods in connection with any activity involving nuclear fission or fusion, any use or handling of any nuclear material, or any nuclear, chemical, or biological weapons.

Returns
Products will not be accepted for return without Silmar's Return Authorization (RA). Contact Silmar for RA. Returns must be received within 30 days of issuance of RA. Merchandise must be shipped, transportation prepaid, to the Silmar sales office from which the product was purchased, in its original carton along with invoice number and date of purchase. Returns for credit are accepted only for new, unused products in original cartons and are subject to a restocking charge. Unauthorized returns: products previously altered, repaired, or serviced other than by an authorized factory repair station; products aged more than three months from date of invoice, or discontinued products will not be accepted for credit, and return costs on such merchandise will be Buyer's responsibility. Only account credits – no money refunds. All special orders are subject to pending credit authorization from the vendor. These returns are subject to a stocking fee + shipping and handling.

Limited warranty
Except as otherwise provided below, Silmar warrants its products to be in conformance with their specifications and to be free from defects in materials and workmanship under normal use and service for 90 days from the date of original purchase unless the installation instructions or catalog sets forth a shorter period, in which case the shorter period shall apply. Silmar's obligation shall be limited to repairing or replacing, at its option, free of charge for materials or labor, any part which is proved not in compliance with its specifications or proves defective in materials or workmanship under normal use and service. Where Silmar acts as a distributor on behalf of a manufacturer, the manufacturer's warranty shall be the only warranty on the product, and Silmar extends no separate warranty of its own. Any warranty hereunder is void if the product is altered or improperly repaired or serviced by anyone other than an approved factory service facility or if the product was not stored suitably, misused, abused, or used for a purpose other than for which it was designed. For warranty service, return product transportation prepaid, to the Silmar office from which it was purchased.
The foregoing warranty extends to Buyer and not to purchasers from Buyer, except that if Buyer is an authorized re-seller of a product sold by Silmar, the foregoing warranty (and no other) subject to the terms and conditions thereof, may be extended to purchasers from such distributor of the goods covered hereby. Buyer shall defend and indemnify Silmar from any claim made under any warranty or representation made by Buyer to any third party. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. IN NO CASE SHALL SILMAR BE LIABLE TO ANYONE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES FOR BREACH OF THIS OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, OR UPON ANY OTHER BASIS OF LIABILITY WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, STRICT LIABILITY EVEN IF THE LOSS OR DAMAGE IS CAUSED BY SILMAR'S OWN NEGLIGENCE, INTENTIONAL ACTIONS, GROSS NEGLIGENCE, DELAY IN PERFORMANCE, NON-PERFORMANCE, BREACH OF CONTRACT OR FAULT. Sil mar does not represent that its security products may not be compromised or circumvented, that such a product will prevent any personal injury or property loss, burglary, robbery, fire, or otherwise, or that the product will in all cases provide adequate warning or protection. Buyer understands that a properly installed and maintained security system may only reduce the risk of a burglary, robbery, or fire without warning, but there is no assurance or guarantee that such will not occur or that there will be a non-personal injury of property loss as a result. CONSEQUENTLY, SILMAR SHALL HAVE NO LIABILITY FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, OR OTHER LOSS BASED ON A CLAIM THE PRODUCT FAILED TO GIVE WARNING OR FAILED TO DETECT AND/OR WARN OF A DANGER OR FAILED TO PERFORM PROPERLY. However, if Silmar is held liable, whether directly or indirectly, for any loss or damage arising under this Limited Warranty or otherwise, regardless of cause or origin, Silmar's maximum liability shall not, in any case, exceed the purchase price of the product which shall be fixed as liquidated damages and not as a penalty, and shall be the complete and exclusive remedy against Silmar. This Limited Warranty replaces all previous warranties and is the only warranty made by Silmar on its products. No increase or alteration, written or verbal, in this Limited Warranty is authorized.

Warranty Revocation
In the event the Buyer fails to make proper prompt payment under the terms of any agreement with Silmar, the Buyer hereby waives any and all claims against Silmar, its agents, officers, and directors, for any breach of any warranty, express or implied in any dispute with Silmar. Buyer shall make full payments and give written reservation of claim.

Patent, Trademark, and Copyright Indemnity
Subject to the limitation contained below, Silmar shall indemnify Buyer from any damages and costs finally awarded for infringement of any existing United States patent, trademark, or copyright in any suit by reason of the sale or Silmar's recommended use of any product sold to Buyer hereunder where Silmar is an infringer with respect to its sale hereunder, and from reasonable expenses incurred by Buyer in defense of such suit if Silmar does not undertake the defense thereof, provided that Silmar is promptly notified of any such suit and, except for suits against the United States government. Silmar's liability for damages hereunder, however, is limited to Silmar's sales profit on any infringing product sold to Buyer hereunder. In no event shall Silmar be liable for consequential damages or costs applicable thereto. The above is in lieu of any other indemnity or warranty, express or implied, with respect to patents, trademark, or copyrights affecting any product sold by Silmar.

Taxes
Prices do not include any municipal, state, or federal sales, use, excise, or similar taxes. Consequently, in addition to prices specified, the amount of any present or future tax that may be imposed shall be paid by Buyer, or in lieu thereof, Buyer will provide Silmar with a tax exemption certificate acceptable to the taxing authorities.

Purchase on Credit
This purchase, or prior purchases of Buyer from Silmar, may have given rise to the extension of credit to Buyer by Silmar. Silmar reserves the right at any time to revoke any credit extended to Buyer because of Buyer's failure to pay for any products when due or for any other reason deemed good and sufficient by Silmar, and in such event, all subsequent shipments shall be paid for on delivery. If this invoice is not paid when due, Buyer agrees to pay all costs of the collection, including agency and attorney's fees, whether incurred in or out of court, on appeal, in arbitration, in Bankruptcy Court, or in any insolvency proceedings.

Waiver
No waiver by Silmar of any of these Terms shall be deemed to constitute a waiver of any other Terms or a waiver of the same or any other provision with regard to portions of this transaction or future transactions.

Errors
Stenographic and clerical errors and omissions in the invoice are subject to correction.

Contact Us
In order to resolve a complaint regarding the Site or to receive further information regarding the use of the Site, please contact us at P: 305-513-0484; Email: marketing@silmarelectronics.com