TERMS AND CONDITIONS OF SALE
Last Updated: October 24, 2023
Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the www.satcomresources.com website (the “Service”) or before purchasing products directly from a sales representative through other means, such as, but not limited to, phone, email, fax operated by Satcom Solution and Resources LLC (“us”, “we”, or “our”).
The following terms and conditions of sale apply to all products, services, and items sold or distributed by SATCOM SOLUTIONS AND RESOURCES LLC, a Delaware Limited Liability Company to the undersigned BUYER. Satcom Solution and Resources LLC is often referred to as “Satcom Resources.” Satcom Solution and Resources LLC owns the copyright, trademark and logos of name “Satcom Resources.”
BUYER shall issue to Satcom Solution and Resources LLC firm purchase order for each purchase required. All orders are subject to credit approval and confirmation of delivery schedule by SATCOM RESOURCES and may require credit enhancement, such as advance payment, letter of credit, or other guarantee prior to acceptance.
The prices for Products are set forth in Satcom Solution and Resources LLC’s quotation which can be changed at any time upon prior written notice to BUYER. The quoted prices are exclusive of all taxes, duties, freight and other applicable charges unless otherwise noted.
Within thirty (30) days of receipt of from buyer a request for changes within the general scope of work under an accepted purchase agreement, Satcom Solution and Resources LLC will respond in writing stating the consequences of such requested changes. If such requested changes causes an increase or decrease in the cost of the Products and/or the time required for performance, an equitable adjustment shall be made in the price and/or the time period for performance. Such price adjustment may include but not be limited to any rework charges associated with the requested change. SATCOM SOLUTION AND RESOURCES LLC shall have the right in its sole discretion to accept or reject any such requested changes and shall not be required to proceed with the change unless the parties have mutually agreed in writing. All approved change orders shall be considered amendments to the applicable order. If a request change is not accepted by SATCOM SOLUTION AND RESOURCES LLC, the original order shall remain in effect.
Upon SATCOM SOLUTION AND RESOURCES LLC’s approval of BUYER’S credit, if no credit enhancement is required, payment shall be net thirty (30) days from the date of invoice. All payments received after thirty (30) days shall accrue interest at the rate of two percent (1.5%) per month or eighteen percent (18%) per year.
All sales and deliveries of Products shall be “FOB Destination, SATCOM SOLUTION AND RESOURCES LLC’s authorized shipping point” as defined in order. BUYER is responsible for all transportation, insurance, duties and other applicable expenses. These expenses shall be added to SATCOM SOLUTION AND RESOURCES LLC’s invoice to BUYER if prepaid by SATCOM SOLUTION AND RESOURCES LLC. Other shipping terms and methods are available by request of the BUYER. For complete Shipping Terms and Conditions, see our Shipping & Logistics link on our website (www.satcomresources.com).
TITLE AND RISK OF LOSS
Title to the Products shall pass to BUYER upon delivery of the Products to a common carrier. BUYER hereby grants SATCOM SOLUTION AND RESOURCES LLC a security interest in the Products until the invoice covering the products has been paid in full. BUYER also irrevocably appoints SATCOM SOLUTION AND RESOURCES LLC as its lawful attorney-in-fact coupled with an interest with full authority to execute and file UCC-1’s and any other necessary documents to protect and enforce its security interest. SATCOM SOLUTION AND RESOURCES LLC shall bear the risk of loss or damage until the Products are delivered to a common carrier, if shipping by FOB Destination. Upon delivery to a common carrier, BUYER shall bear the entire risk of loss and shall be liable for all loss or damage to the Products.
Unless BUYER notifies SATCOM RESOURCES in writing within thirty (30) days from date of shipment of any products that said products are rejected, they will be deemed to have been accepted by BUYER. In order for the notice of rejection to be effective. BUYER must also specify the reason(s) why the Products are being rejected.
SATCOM RESOURCES shall not be liable for any failure to perform or other loss due to unforeseen circumstances or causes beyond its control including without limitation acts of God, strikes, material and/or transportation shortages, natural casualties, governmental regulations, war, fire, flood, disasters and civil unrest.
LIMITATION OF LIABILITY
SATCOM RESOURCES shall not be liable for any consequential, incidental, special, or exemplary damages suffered by BUYER and/or any end user related to or arising out of this agreement. The transaction contemplated hereby and/or the use or inability to use the products, integration of the products with products not purchased from SATCOM SOLUTION AND RESOURCES LLC, loss of goodwill or profits and/or from any other cause whatsoever even if it has been advised of the possibility of such damages. In no event will SATCOM SOLUTION AND RESOURCES LLC’S liability for any cause of action relating to this agreement exceed amounts received by SATCOM RESOURCES from BUYER of the product or service that is the subject of such claim or dispute. SATCOM SOLUTION AND RESOURCES LLC and BUYER further agree that each and every provision of this agreement which provides for a Limitation of Liability. Disclaimer of warranties or exclusion of damages is expressly intended to be severable and independent of any other provision since those provisions represent separate elements of risk allocation between the parties, and shall be separately enforced. Both parties also agree thaT the price of the Products reflects the allocation of risk. Warranty and Limitations of Liability provisions herein.
SATCOM SOLUTION AND RESOURCES LLC shall not be deemed to waive any default of any provision of this Agreement unless SATCOM RESOURCES signs a written waiver.
BUYER shall indemnify, defend and hold SATCOM SOLUTION AND RESOURCES LLC harmless for all claims, damages, expenses, liabilities and losses, including without limitation attorney’s fees and costs incurred that in any way arise out of or relate to (a) the manner in which BUYER and /or any of its customers or end users use or operate the Products; (b) any personal injuries, property damages or other losses resulting or occurring from the willful or negligent acts or omissions of BUYER, its customers or end users; (c) defects or other problems with other component parts, equipment or materials produced or supplied by anyone other than SATCOM SOLUTION AND RESOURCES LLC and that may be used with the Products; and/or (d) Buyer’s transactions with its customers, end users or other parties regarding the Products.
BUYER shall not terminate or cancel any order, or portion thereof, after it is given to SATCOM SOLUTION AND RESOURCES LLC without SATCOM SOLUTION AND RESOURCES LLC ‘s prior written consent in its sole discretion and subject to the condition that BUYER pays to SATCOM RESOURCES the sum of (1) the price of all Products previously delivered to BUYER, (2) SATCOM SOLUTION AND RESOURCES LLC actual costs incurred as a result of such termination (e.g. purchase of raw materials and other obligations), which SATCOM SOLUTION AND RESOURCES LLC will attempt to keep as low as possible, and (3) a cancellation fee of twenty percent (25%) of such actual costs.
In the event that a dispute arises regarding this Agreement or the Products, the prevailing party shall be entitled to actual attorney’s fees and costs incurred.
BUYER agrees to all of the provisions of this Agreement by signing below and/or submitting its purchase order for the Products. This Agreement is the sole and entire agreement between the parties (except for the price of the shipment schedule for the Products contained in SATCOM SOLUTION AND RESOURCES LLC’s quotation or BUYER’s order accepted by SATCOM SOLUTION AND RESOURCES LLC which shall be incorporated herein subject to the terms hereof) and shall supersede all prior or contemporaneous written or oral understandings and/or other terms in any purchase order or other document now or hereafter delivered. The provisions of the Agreement shall apply to and all purchase orders, orders, or requests for Products submitted by BUYER to SATCOM SOLUTION AND RESOURCES LLC at any time in the future after executing this Agreement, without the need for either party to re-execute the Agreement. No modification of this agreement shall be valid unless in writing and signed by an authorized representative of SATCOM SOLUTION AND RESOURCES LLC.
GOVERNING LAW AND VENUE
This Agreement shall be construed and enforced according to the laws of the State of Colorado regarding contracts made and wholly performed in Colorado. SATCOM SOLUTION AND RESOURCES LLC and BUYER irrevocably submit to the jurisdiction of the state and/or federal courts in Eagle County, Colorado for any action or proceeding regarding this agreement.
BUYER warrants that it shall not directly or indirectly export, transfer or in any way distribute any of the Products, or parts thereof, or any of SATCOM SOLUTION AND RESOURCES LLC’S Proprietary Rights or technical data to any country or territory that is prohibited from receiving such materials under any applicable law of the United States. BUYER further indemnifies, defends and holds SATCOM SOLUTION AND RESOURCES LLC harmless from all damages, claims, expenses, liabilities and losses including without limitation attorney’s fees and costs that in any way arise out of resale to BUYER’s breach of this warranty and/or failure to comply with the provisions of this Section 20.
INTEGRATION OF EQUIPMENT
SATCOM SOLUTION AND RESOURCES LLC shall not be liable for any problem, damages or costs associates with the integration, installation or incorporation of the Products with equipment or materials not provided by SATCOM SOLUTION AND RESOURCES LLC.
The persons executing this Agreement on behalf of SATCOM SOLUTION AND RESOURCES LLC and BUYER warrant that they have been authorized by their respective board of directors or other governing bodies to enter into this Agreement and to bind their respective companies to all of the provisions of this Agreement.
All of the provisions of Sections: Indemnity, Termination, Attorney’s Fees, Governing Law and Venue, and Assignment of this Agreement shall survive the termination or expiration of this Agreement.
BUYER shall not assign, transfer or otherwise encumber this Agreement or any part thereof without SATCOM SOLUTION AND RESOURCES LLC’S prior written consent.
If any provision of the Agreement is held in a court of competent jurisdiction to be void, invalid or unenforceable, the remaining provisions shall remain in full force and effect.