Terms and Conditions

 

Interpretation of terms and conditions

Key Definitions

• Buyer: The person, firm, or company placing an order for Products or Services.
• Conditions: These terms and conditions that may change over time.
• Contract: The agreement formed when the Buyer places an order and the Supplier accepts it in writing or through a Proposal for Services.
• Products: Goods, including Software, agreed to be supplied by the Supplier.
• Proposal: A signed document detailing the Services to be provided.
• Services: Services agreed to be provided by the Supplier.
• Supplier: SRSINTL Direct, Inc. or its affiliates.

Terms of Sale

• The Buyer must accept these Conditions in full. Any conflicting terms in the Buyer’s order will not apply unless the Supplier agrees in writing.
• If the Buyer receives Products or Services, or makes a payment, it is considered acceptance of these Conditions.

Quotations

• The prices and specifications in the Supplier’s quotes are for informational purposes only. They become binding only once all technical details are agreed upon and the Supplier accepts the order in writing. Quotes expire if the Buyer doesn’t place an order within 10 days.

Orders

• By submitting an order, the Buyer agrees to these Conditions. All orders must show clear prices, quantities, and shipping dates. No order is binding until the Supplier confirms it in writing.

Prices and Taxes

• The price for Products and Services is as quoted or agreed upon. Prices exclude taxes, transport, insurance, and duties, unless the Buyer provides a valid tax exemption certificate. The Buyer is responsible for additional charges.

Shipment and Delivery

• The Supplier delivers Products “Free Carrier” (FCA), meaning the Buyer arranges delivery through their carrier or another agreed method. Delivery dates are approximate, and the Supplier isn’t liable for delays. The Supplier may deliver in installments, and the Buyer can’t cancel the entire order if one installment is delayed.

Risk and Title

• The Buyer assumes the risk of loss or damage to Products upon delivery. Claims for loss, damage, or mis delivery must be filed with the carrier and the Supplier within 5 days of delivery. The Products are considered accepted 10 days after delivery unless rejected by the Buyer.

Security Interest

• The Buyer grants the Supplier a security interest in the Products to ensure payment obligations are met. The Buyer authorizes the Supplier to take necessary actions to perfect this interest.

Services

• The Supplier will provide Services as outlined in the Proposal. The Buyer must provide all necessary information for the Supplier to perform the Services accurately.

Payment Terms

• Each shipment of Products is invoiced separately. Services are invoiced monthly in advance. Payment is due within 30 days from the invoice date.
• The Buyer must pay in full without deductions unless required by law. If the Supplier has concerns about the Buyer’s financial condition, they may request payment in advance or security.

Failure to Pay

• If the Buyer fails to pay, the Supplier can either cancel or suspend the Contract, claim damages, or affirm the Contract and claim damages. The Supplier may also charge interest on overdue amounts at 5% above the prime rate.

Modifications to Products

• The Supplier can modify product specifications as long as the changes do not negatively affect performance. The Supplier may also provide substitute materials if needed due to government regulations or supplier issues.

Product Descriptions

• Product descriptions in catalogs or promotional materials are general and approximate. They are not warranties or representations and do not form part of the Contract.

Warranties

The Supplier warrants that all Products will be free from defects in material and workmanship under normal use for one year from delivery. This warranty may be different if specified in the Product-specific warranty that comes with the Product. However, the Supplier does not guarantee that the Software will operate without interruption or errors, nor that all errors will be fixed.

The Buyer is responsible for ensuring the Product is suitable for their use and complies with applicable laws. The Supplier also warrants that it will perform Services according to the Proposal and with reasonable skill and care.

If the Buyer finds a defect, they must notify the Supplier in writing immediately. The Buyer must return the Product at their own risk, prepaid, within one year from delivery. After inspecting the Product, if the Supplier finds a defect, they will repair or replace it and cover the shipping cost.

Reasonable Time

The Supplier will have a reasonable amount of time to repair or replace the Product. Any repairs or replacements will not extend the warranty period. The warranty lasts for one year, or a period specified in the Product-specific warranty.

For Services, if they do not meet the warranty, the Buyer must notify the Supplier within 10 days of discovering the issue, and no later than 2 months after the Service was performed. If the Supplier agrees, they will re-perform the Service as soon as reasonably possible. If the Supplier cannot fix the issue, the Buyer’s sole remedy is a refund for the portion of the fees related to the non-conforming Service.

Breach of Warranty

The Supplier will not be liable for warranty breaches if:

1. The Buyer continues to use the Product after notifying the Supplier of the defect.
2. The defect is due to the Buyer’s actions.
3. The defect comes from the Buyer’s design, materials, or products not made by the Supplier.
4. The defect is due to accidents, misuse, neglect, improper installation, or repair.
5. The defect arises from using the Product with materials not supplied or approved by the Supplier.
6. The defect is caused by unauthorized modifications to the Product or failure to follow the Supplier’s instructions.
7. The defect is due to the Buyer’s failure to provide accurate information to the Supplier.

Failure to Pay

If the Buyer fails to make payment when due, the Supplier can terminate all warranties and remedies.

These warranties apply only to the Buyer, the original purchaser. They replace all other warranties, express or implied, including implied warranties of merchantability or fitness for a particular purpose. The Supplier’s sole liability and the Buyer’s only remedy for warranty breaches are as stated here.

Liability

Nothing in these Conditions limits the Supplier’s liability where it cannot be excluded by law.

For Products, the Supplier’s maximum liability is limited to the total amount the Buyer paid for the Products under the Contract.

For Services, the Supplier’s maximum liability is limited to the total amount the Buyer paid for Services under the Contract for the applicable period.

The Supplier is not liable for any loss of profit, income, business, goodwill, or any indirect or consequential damages, however caused.

Any claims must be made within one year of Product delivery or Service provision. After that, the Supplier will not be liable for any claims.

Conditions

Products sold by the Supplier are not intended for use in nuclear installations, medical applications, or aviation. If used in these applications, the Buyer must indemnify the Supplier against any claims or damages.

Software

The Supplier retains ownership of all software, firmware, and related documentation. The Buyer is granted a non-exclusive, non-transferable license to use the Software solely with the Products.

Intellectual Property Rights

The Buyer does not gain any intellectual property rights from the Supplier through this agreement, except for a limited license to use the Works necessary for the intended benefit of the Services.

The Buyer acknowledges that all intellectual property related to the Supplier’s Products and Services remains the Supplier’s property.

Infringement

If a claim is made against the Buyer that the Products or Services infringe third-party intellectual property rights, the Supplier will indemnify the Buyer for losses, costs, and damages, provided the Buyer follows the Supplier’s instructions and gives full control over the claim.

The Supplier is not liable if the infringement arises due to modifications made by the Buyer or if the Buyer has provided specific instructions that led to the infringement.

This section outlines the Supplier’s entire liability regarding intellectual property infringement.

Confidential Information

Both parties agree to keep confidential any information shared that is not public knowledge or required by law to be disclosed.

Cancellation, Rescheduling, and Termination

The Buyer can cancel or reschedule orders only with the Supplier’s written consent. If granted, the Buyer must compensate the Supplier for all costs associated with the cancellation or change.

Contracts for Services begin on the date specified in the Proposal and may continue with renewals. Either party may terminate the Contract with 90 days’ written notice.

Termination

Either party can terminate the Contract for Services immediately if the other party commits a material breach that cannot be remedied or fails to remedy it within 30 days of notice.

Upon termination, both parties must return all property belonging to the other party. Termination does not affect any accrued rights or liabilities.

Insolvency of the Buyer

If the Buyer:
(i) becomes insolvent, has a receiver, administrator, or manager appointed for its assets, makes a composition or arrangement with creditors, or undergoes similar actions due to debt;
(ii) ceases or threatens to cease business operations, the Supplier may treat the Contract as repudiated. The Supplier may also withhold further Products or Services without liability to the Buyer. If Products or Services have been supplied but not paid for, the price or fees will become immediately due.

Export

The Buyer must not export any Products or systems incorporating the Products without obtaining all necessary licenses and permits from the relevant U.S. authorities. These items are controlled by the U.S. government and can only be exported to the authorized country and end-users. The Buyer cannot resell, transfer, or dispose of these items without U.S. government approval or unless authorized by U.S. law.

General Terms and Conditions

These Terms and Conditions and any Contract will be governed by the laws of California. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties may attempt to resolve disputes through mediation before resorting to arbitration.

Arbitration

Arbitration will take place in San Diego, California, under the rules of the American Arbitration Association. Arbitrators cannot issue an award that conflicts with the warranty or liability sections. Arbitration costs will be shared equally between the Supplier and the Buyer. The arbitrator’s decision will be final, and judgment may be entered in any court with jurisdiction.

Supplier Failure

Failure to enforce any rights under these Terms does not waive those rights. If any provision is deemed unenforceable, the remaining provisions remain in effect. The Buyer cannot transfer or assign rights or obligations without the Supplier’s written consent.

Termination

Any contract can be terminated if a material breach is not remedied within 30 days of notice. Upon termination, each party must return the other’s property and cease retaining copies. Termination does not affect accrued rights or liabilities.

Miscellaneous

These Terms are governed by California law. Any claims regarding the website must be filed within the appropriate jurisdiction in Temecula, California. If any part of these Terms is unenforceable, the rest remain in effect. By using the website, the Buyer agrees to these Terms.

Intellectual Property

The Supplier owns all intellectual property rights in the website’s content. The Buyer may not copy, modify, or redistribute any content without prior written permission, except where permitted by law.

Third-party Property

This website may include links to third-party websites. The Supplier is not responsible for the content or privacy practices of those sites. By using the website, the Buyer agrees to release the Supplier from any responsibility related to third-party sites.

Responsible Use

The Buyer agrees to use the website responsibly and comply with applicable laws. The Buyer must not engage in activities that harm the website or its accessibility. Any illegal or damaging actions are strictly prohibited.

Registration

The Buyer must protect the confidentiality of their account and passwords. If unauthorized use occurs, the Buyer must notify the Supplier immediately. The Buyer is responsible for all activities related to their account.

Refund and Return policy

Right of withdrawal

You have the right to withdraw from this contract within 14 days without giving the withdrawal period will expire after 14 days from the day on which you acquired

indicated by you acquires, physical possession of the goods.

To exercise the right of withdrawal, you must inform us of your decision to with (for example a letter sent by post, fax, or email). Our contact details can be found form, but it is not obligatory.

You can also electronically fill in and submit the model withdrawal form or any o (https://srsintldirect.com/contact/).

If you use this option, we will communicate to you an acknowledgement of receipt example by email) without delay.

To meet the withdrawal deadline, it is sufficient for you to send your communicant withdrawal before the withdrawal period has expired.

Effects of Withdrawal

If you withdraw from this contract, we will refund all payments received from you, excluding any additional costs resulting from your choice of delivery method (e.g., express delivery), without undue delay. We will make the reimbursement using the same payment method used in the initial transaction, unless you have explicitly agreed to another method.

We will collect the goods. You are responsible for the direct cost of returning the goods. You are only liable for any reduced value of the goods caused by handling beyond what is necessary to examine their nature, characteristics, and functioning.

Note that there are legal exceptions to the right to withdraw. If this applies, we will inform you.

Idea Submission

Do not submit any ideas, inventions, or other intellectual property to us unless we have signed a non-disclosure agreement. If you disclose such information without an agreement, you grant us a royalty-free license to use, reproduce, store, adapt, publish, translate, and distribute it.

Termination of Use

We may modify or discontinue access to the website at our discretion. We are not liable to you or any third party for any changes or discontinuation of service, even if you lose access to features or content you’ve shared. You must not attempt to circumvent our website’s security measures.

Warranties and Liability

The website and all its content are provided “as is” and “as available,” with no warranties, express or implied. We make no guarantees that the website, products, or services will meet your needs, or that the website will be available without interruption or errors.

Nothing on this website constitutes legal, financial, or medical advice. You should consult the appropriate professional for such matters.

To the maximum extent permitted by law, we are not liable for any damages (including loss of profits, data, or property) related to your use of the website or services. The maximum liability for any claims relating to our website or products is limited to the amount you paid to us for the product or service.

Privacy

To use our website and services, you may need to provide personal information. You agree to ensure this information is accurate and up to date.

We are committed to protecting your privacy and will not send unsolicited emails. Emails we send will only relate to our services.

For our Cookie Policy, please visit Cookie Policy.

Accessibility

We strive to make our content accessible to all individuals. If you encounter difficulties due to a disability, please contact us. If the issue can be resolved quickly, we will address it promptly.

Export Restrictions / Legal Compliance

Access to the website from regions where the content or purchase is illegal is prohibited. You may not use this website in violation of export laws.

Assignment

You may not assign, transfer, or subcontract any of your rights or obligations without our prior written consent. Any unauthorized assignment is void.

Breaches of These Terms and Conditions

If you breach these Terms, we may take appropriate action, including blocking your access to the website or pursuing legal action.

Force Majeure

Except for payment obligations, no delay or failure to perform by either party will be considered a breach if the cause is beyond reasonable control.

Indemnification

You agree to indemnify, defend, and hold us harmless against any claims, damages, or losses arising from your violation of these Terms or applicable laws. You will cover any costs incurred by us due to such violations.

Waiver

Failure to enforce any provision of these Terms will not be seen as a waiver of that provision or any part of these Terms. We can still enforce the provision in the future.

Language

These Terms and Conditions will be interpreted and enforced in English.

Entire Agreement

These Terms, along with our privacy and cookie policies, form the entire agreement between you and us.

Updating of These Terms and Conditions

We may update these Terms periodically. The latest revision date will be provided. If we make changes, we will notify you. By continuing to use the website, you accept the updated Terms.

Choice of Law and Jurisdiction

These Terms will be governed by U.S. law. Any disputes will be resolved in U.S. courts. If any part of these Terms is deemed unenforceable, the remaining provisions will remain in effect.

Contact Information

This website is operated by SRS. You can contact us regarding these Terms through our contact page.

Also check out, “Privacy Statement“