PLEASE READ THESE TERMS CAREFULLY. By submitting your order or accepting or using products or services, you acknowledge that you agree to these terms in their entirety.
1. Scope
1.1. Overview
These Commercial Terms of Sale (“Terms of Sale“) govern Customer’s procurement of Supplier Offerings or Third Party Offerings (collectively “Offerings“) from Supplier, for Customer’s own internal use for its business purposes or in its capacity as a public sector entity. “Customer” refers to the entity ordering the Offerings and “Supplier” refers to Uvation Inc. with which Customer contracts for the procurement of the Offering. Customer and Supplier are each referred to as “Party” and collectively as “Parties.” If Customer wishes to resell Offerings or procure for personal use as a consumer, alternative terms and conditions apply. To the extent there is a written framework agreement in place between the Parties that applies to the Offerings, those terms shall apply instead of these Terms of Sale.
1.2. Supplier Offerings
Software includes “Subscription Software” licensed by Supplier as a stand-alone product on a subscription basis.
Subscriptions do not include Subscription Software.
1.3. Third Party Offerings
“Third Party Offerings” means hardware, software, products, services, subscriptions, solutions or any other offerings that are not Supplier-branded.
1.4. Offering Specific Terms
These Terms of Sale contain the terms and conditions applicable to all Offerings, as may be supplemented by specific terms for certain Offerings available at www.uvation.com/offeringspecificterms, in a Service Specification, a Subscription Specification or in a “Schedule” to these Terms of Sale (collectively “Offering Specific Terms”), which are all considered part of these Terms of Sale by reference.
2. Quote and Ordering; Affiliates; Order of Precedence
2.1. Quote Validity and Order Acceptance
Unless otherwise agreed, prices stated on a quote from Supplier (“Quote“) are effective until the expiration date of the Quote and may change due to shortages in materials or resources, increase in the cost of manufacturing or other factors beyond Supplier’s reasonable control. To procure Offerings stated on a Quote, Customer may place orders which are subject to availability and acceptance by Supplier. An accepted order is referred to as an “Order.” Supplier may cancel Orders due to pricing, typographical or other errors in the Quote.
2.2. Offering Revisions
Supplier may revise its Offerings, including after Customer places an Order but prior to Supplier’s shipment or performance. As a result, Offerings Customer receives may differ from those ordered, as long as they still substantially meet or exceed the specifications as per the documentation of the originally ordered Offerings.
2.3. Affiliates
Transactions under these Terms of Sale may involve Affiliates. “Affiliate” means any other entity that controls, is owned by, controlled by or under common ownership or control with the respective Party. “Control” means more than 50% of the voting power or ownership interests.
2.4. Order of Precedence
In case of any conflict, the following order of precedence will apply:
3. Delivery; Transfer of Risk and Title; Costs; Acceptance; Returns
3.1. Shipment and Delivery
Unless otherwise agreed, Supplier will arrange for shipment of the ordered Offerings to the ship-to address indicated in the Order, through a carrier that Supplier designates. Delivery dates are estimated. Software may be provided by delivery of physical media or through electronic means. Customer will notify Supplier within 21 days after the invoice date if Customer believes any Offering included in its Order is missing, wrong, or damaged, and will ensure that the intended installation site meets the specifications as per the applicable documentation.
3.2. Risk and Title Transfer
Risk of loss transfers to Customer upon Delivery. Title to sold hardware passes to Customer upon Delivery. “Delivery” for hardware occurs when Supplier provides it to the carrier at Supplier’s designated point of shipment; “Delivery” for software occurs when Supplier provides physical media (or the hardware on which it is installed) to the carrier at Supplier’s designated point of shipment, or the date the software is made available for electronic download.
3.3. Insurance
Unless otherwise agreed, the cost of transit insurance will be included in the total price stated on the Quote.
3.4. Acceptance
Offerings are deemed accepted upon Delivery. Notwithstanding such acceptance, Customer retains all rights and remedies under the “Warranty” section.
3.5. Returns
Customer may only return Products to Supplier that are permitted to be returned pursuant to the return policy at www.uvation.com/returnspolicy.
4. Software Licenses
Customer’s rights to use the Software are governed by the applicable end-user license agreement (“EULA“). Unless otherwise agreed, the EULA on www.uvation.com/eula applies.
5. Services; Subscriptions
5.1. Support Services
5.2. Grant of License Rights in Deliverables
6. Payment Terms; Taxes
6.1. Invoice Payment and Order Processing
Unless Customer has established credit terms, net terms, or special payment terms in writing with Supplier, all invoice payments must be made in full before any Order will be processed. For Customers with approved credit terms, payment is due within the agreed-upon period. In the absence of approved credit terms, prepayment of the full invoice amount is required to initiate Order processing.
6.2. Credit Terms
Credit terms may be granted at Supplier’s sole discretion based on Customer’s credit application and approval process. Any credit terms, net terms, or special payment arrangements must be explicitly agreed to in writing by Supplier. Supplier reserves the right to modify or withdraw credit terms at any time.
6.3. Late Payments
Any amounts not paid when due will bear interest from the due date until paid at the lesser of 1.5% per month or the highest lawful rate. In case of Customer’s default in payment, Supplier may take the following actions until payment arrangements are made:
6.4. Taxes and Fees
The charges are exclusive of, and Customer will pay for, all value added tax (VAT), sales tax, excise, withholding, and other governmental fees and levies. If Customer qualifies for tax exemption, they must provide Supplier with a valid certificate of exemption or other appropriate proof of exemption.
6.5. Usage Fees
Customer must pay all fees for use of the Offerings, including fees for add-on features and fees based on usage. Supplier may invoice Customer directly for metered or overage fees, even if the Offerings were originally purchased through a Supplier reseller.
7. Warranty
7.1. Product Warranty
Supplier will, at its option and cost:
7.2. Services Warranty
Supplier will perform Services in a workmanlike manner in accordance with generally accepted industry standards. Customer must notify Supplier of any failure to perform within 10 days after the performance of the applicable portion of Services.
7.3. Warranty Limitations
Warranty does not cover problems arising from:
7.4. Disclaimer
EXCEPT AS EXPRESSLY STATED IN THIS WARRANTY SECTION, SUPPLIER PROVIDES ALL OFFERINGS “AS IS” AND DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY.
8. Limitation of Liability
8.1. Direct Damages
Each Party’s entire liability for any claim, loss, damage, or expense from any cause whatsoever will be limited to direct damages and will be capped at the amount paid by Customer to Supplier during the 12 months prior to when the damaging event occurred for the specific Offering giving rise to such liability, or fifty thousand United States Dollars ($50,000), whichever is greater.
8.2. Exclusions
Neither Party will be liable for:
8.3. Applicability
These limitations apply regardless of the theory of liability or whether the Party has been advised of the possibility of such damages.
9. Confidentiality
9.1. Definition of Confidential Information
“Confidential Information” means any information disclosed between the Parties that is marked confidential or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.
9.2. Obligations of the Parties
9.3. Survival of Confidentiality Obligations
Confidentiality obligations survive the termination or expiration of these Terms of Sale for a period of three (3) years.
10. Data Privacy and Security
11. General
11.1. Governing Law
These Terms of Sale are governed by the laws of the State of Texas, excluding conflicts of law rules. The state and federal courts of Texas will have exclusive jurisdiction.
11.2. Trade Compliance
Customer will comply with all applicable export control and economic sanctions laws.
11.3. Assignment
Neither Party may assign these Terms without the other Party’s prior written consent, except Supplier may assign to its affiliates.
11.4. Force Majeure
Neither Party will be liable for delays or failures due to circumstances beyond its reasonable control.
11.5. Entire Agreement
These Terms of Sale constitute the entire agreement between the Parties with respect to its subject matter and supersede all prior agreements, proposals, or representations, written or oral.
11.6. Severability
If any provision of these Terms of Sale is held to be invalid or unenforceable, the remaining provisions will remain in effect.
11.7. No Waiver
Failure to enforce any provision of these Terms of Sale will not constitute a waiver.
11.8. Notices
All notices must be in writing and sent to the address specified in the Order or such other address as either Party may specify in writing.
11.9. Independent Contractors
The Parties are independent contractors. Neither Party has the authority to bind the other.
11.10. Survival
Provisions relating to payment, confidentiality, liability, data privacy, and any other provisions that by their nature should survive, will survive termination of these Terms of Sale.
Last Updated: October 26, 2024
