MICRON CONSUMER PRODUCTS GROUP - TERMS AND CONDITIONS OF SALE
1. SCOPE AND DEFINITIONS.
The terms and conditions of sale set forth herein ("Terms and Conditions") apply to all sales by Micron Consumer Products Group ("Seller") of its products (collectively, "Products"), except in the case that a separate written agreement has been negotiated between Seller and you ("Buyer").
2. ORDERS AND ACCEPTANCE OF ORDERS.
All orders must be initiated by written purchase orders and will not be binding on Seller until approved and accepted by Seller in writing. Seller's acceptance of Buyer's order is conditioned on Buyer's unqualified assent to the Terms and Conditions set forth herein in lieu of any terms and conditions in Buyer's purchase order. Seller hereby rejects any term, provision or condition in Buyer's purchase order or other communication in conflict with, or purporting to add to or modify these Terms and Conditions and any such term, provision or condition shall be deemed stricken. Any such term, provision or condition shall not be binding upon Seller unless and until such term, provision or condition is accepted in writing by an officer of Seller.
3. TITLE AND DELIVERY; ALLOCATION OF PRODUCTS.
Title to Products and the risk of loss or damage to any Products shall pass to Buyer upon delivery of Products to the carrier at Seller's facility. Provided that Seller receives all necessary information from Buyer, Seller will make reasonable efforts to meet the delivery dates identified on Seller's acceptance form. Seller shall not be liable for delay in delivery due to shortages in energy, components, raw materials or supplies, acts of God, labor unrest, fire, flood, explosion or earthquake. If any such delay occurs, the date of delivery shall automatically be extended for a period equal to the time lost by reason of the delay. If Seller, for any reason, has insufficient supplies of Products to meet future demand or accepted orders, Seller reserves the right, in its sole discretion, to allocate the available Products among its customers, and make partial deliveries of Products to Buyer and invoice for them separately, which shall not relieve Buyer of its obligation to accept other parts of its order. In any event, Seller shall not be in default for any failure to deliver Products to Buyer unless Seller does not begin to cure such failure within ten (10) days after receipt from Buyer of written notice of failure to deliver. If Seller so defaults, Buyer's sole remedy for such default shall be cancellation of the applicable order. Seller shall have no other liability to Buyer as a consequence of any such default.
4. ACCEPTANCE OF PRODUCTS.
Use of the Products by Buyer, its agents, employees or licensees, or the failure by Buyer to return the Products within five (5) days following delivery of such Products shall constitute acceptance by the Buyer.
5. PRICES AND PAYMENTS.
All prices quoted are exclusive of transportation, insurance, taxes (including VAT), duties and other charges related thereto. Such charges, when applicable, will appear as separate additional items on the invoice. No discounts whatsoever are authorized unless and until Buyer and Seller have expressly agreed in writing to a discount. If Buyer has established an open account with Seller, payment shall be due and payable net thirty (30) days from the date of the invoice unless otherwise agreed in writing. Prior to Buyer's establishment of an open account with Seller, payment is due upon receipt of invoice. Even after Seller's acceptance of an order, shipments or deliveries will at all times be subject to Seller's approval and Seller may at any time decline to make any shipments or deliveries until receipt of payment or upon terms and conditions or security satisfactory to Seller. All overdue amounts shall bear interest at the maximum rate permitted by law. Payments due hereunder shall not be subject to any set-off for claims by Buyer. Seller reserves the right to declare all sums immediately due and payable and to cancel any order or shipment, without liability to Buyer, in the event of Buyer's breach of a material obligation hereunder, including without limitation failure to comply with credit terms. Until such time as title to the products passes to Buyer, Buyer shall hold the products as Seller's fiduciary agent and bailee, shall keep the products separate and identifiable as those of Seller, and shall at its own expense immediately return the products to Seller or permit Seller and/or its representatives to repossess the products should Seller so request.
6. SUBSTITUTIONS AND MODIFICATIONS.
Seller shall have the right to make substitutions and modifications from time to time in the specifications of Products sold by Seller provided that such substitutions or modifications will not materially affect overall Product performance.
7. TERMS OF LIMITED WARRANTY.
A. For Lexar-branded,
Impact-branded and OEM-branded products and software, the terms of limited warranty shall be as set forth in the product packaging materials.
B. For Crucial-branded products,
Seller warrants to the original Buyer purchasing products directly from Seller that all such products sold will be free from defects in materials and workmanship affecting form, fit and function. Any claim alleging that any product fails to conform to the foregoing warranty may be made only by the Buyer who purchased such product and only while such Buyer owns such product. Seller, at its option, will repair, replace, or provide a credit or refund of either the original purchase price or fair market value, whichever is lower, of any product that is determined by Seller to be defective.
With respect to internal Solid State Drive products, Crucial warrants to the original end customer of its products specified below that its products are free from defects in material and workmanship affecting form, fit, and function. The warranty period for all internal Solid State Drive products is three (3) years from the original date of shipment, except for the Crucial 225 Series Solid State Drive products which shall have a warranty period of five (5) years from the original shipment date. Crucial shall have no liability with respect to any claim made after the applicable warranty period. Any claim alleging that any product fails to conform to the foregoing warranty may be made during the applicable warranty period only by the customer who purchased such product and only while such customer owns such product. Crucial, at its option, will repair, replace, or provide a credit or refund of either the original purchase price or fair market value, whichever is lower, of any product that is determined by Crucial to be defective during the applicable warranty period.
C. For Crucial Ballistix products,
Seller warrants to the original Buyer purchasing such products directly from Seller that all such products sold will meet the datasheet specifications as found on its web page (www.crucial.com/ballistix). Any claim alleging that any product fails to conform to the foregoing warranty may be made only by the Buyer who purchased such product and only while such Buyer owns such product. Seller, at its option, will repair, replace, or provide a credit or refund of either the original purchase price or fair market value, whichever is lower, of any product that is determined by Seller to be defective. Some system configurations may not be designed to operate or may not operate at the published Crucial Ballistix memory speed and timing settings. Overclocking, running your system faster than the speed for which it was designed or the published speed, or otherwise modifying your system timing may result in damage to computer components and Seller disclaims any and all liability for such damage.
D. For refurbished products,
Seller warrants to the original Buyer purchasing such products directly from Seller that all such products sold will be free from defects in materials and workmanship affecting form, fit and function. Any claim must be made within thirty (30) days from the original date of shipment and Seller shall have no liability thereafter. Any claim alleging that any product fails to conform to the foregoing warranty may be made only by the Buyer who purchased such product and only while such Buyer owns such product. Seller, at its option, will replace or provide a credit of either the original purchase price or fair market value, whichever is lower, of any product that is determined by Seller to be defective during the warranty period.
E. For video card products,
Seller warrants to the original Buyer purchasing products directly from Seller that all such products sold will be free from defects in materials and workmanship affecting form, fit and function. Any claim must be made within one (1) year from the original date of shipment and Seller shall have no liability thereafter. Any claim alleging that any product fails to conform to the foregoing warranty may be made only by the Buyer who purchased such product and only while such Buyer owns such product. Seller, at its option, will repair, replace, or provide a credit or refund of either the original purchase price or fair market value, whichever is lower, of any product that is determined by Seller to be defective during the warranty period.
8. DISCLAIMER OF WARRANTIES.
The above warranties cover only defects arising under normal use and do not include malfunctions or failures resulting from misuse, abuse, neglect, alteration, problems with electrical power, usage not in accordance with product instructions, acts of nature or improper installation or repairs made by anyone other than Seller or a Seller-authorized third party service provider. Seller reserves the right to substitute functionally equivalent new or serviceable used parts. THE PRODUCTS ARE NOT AUTHORIZED FOR USE AS CRITICAL COMPONENTS IN LIFE SUPPORT DEVICES OR SYSTEMS. SELLER SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY.
9. PRODUCT RETURNS AND CREDIT
9.1. Return Procedure.
Customer must obtain a Return Material Authorization ("RMA") number by calling customer service at 0800 013 0335 or +44 (0) 1355 586100. Returned product should be shipped to the following address:
Micron Consumer Products Group
12 Redwood Crescent
Peel Park Campus
East Kilbride, G74 5PA
All credit memoranda will expire one (1) year from date of issuance.
Except to the extent that Buyer provides Seller with a tax-exemption certificate acceptable in the appropriate taxing authorities prior to shipment of the Products, Buyer shall pay any present or future excise, sales, use or similar tax and other governmental charges, except for taxes based on Seller's income, and Buyer agrees to indemnify Seller against liability for payment of such taxes. Such taxes, when applicable, will appear as separate additional items on the invoice.
All notices, authorizations, and requests required to be given under these Terms and Conditions shall be deemed given (i) three (3) days after being deposited in the U.S. mail postage prepaid, certified or registered, return receipt requested; (ii) one day after being sent by overnight courier, charges prepaid; and addressed as set forth on the purchase order or acknowledgment, as the case may be, or to such other address as the party who is to receive the notice or request so designates by written notice to the other; or (iii) upon posting by Seller on its web site.
Buyer shall not assign this order to any of its rights hereunder without the prior written consent Seller.
10.4 Limitations on Liability.
IN NO EVENT SHALL SELLER BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, PROFITS, DATA, OR GOOD WILL THAT BUYER MAY SUFFER, DIRECTLY OR INDIRECTLY, ARISING OUT OF OR IN CONNECTION WITH THE PURCHASE, SALE , USE, PERFORMANCE, OR FAILURE OF THE PRODUCTS, WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT, (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT WILL SELLER'S LIABILITY TO BUYER ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OF SALE EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID TO SELLER BY BUYER FOR THE PRODUCT THAT GIVES RISE TO THE CLAIM.
If any provision of these Terms and Conditions are found by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
10.6 Governing Law; Jurisdiction and Venue.
The validity, interpretation, construction and performance of these Terms and Conditions shall be governed by the laws of England, exclusive of the body of laws known as conflict or choice of law. The U.N. Convention on Contracts for the International Sale of Goods shall not apply.The courts of England shall have exclusive jurisdiction and venue over any dispute arising out of, or in any way related to, these Terms and Conditions and Buyer hereby explicitly consents to the jurisdiction of such courts.
10.7 Entire Agreement.
The Terms and Conditions set forth herein represent the entire agreement and understanding between Seller and Buyer with respect to the subject matter hereof, and all prior quotations, invoices, negotiations, understandings, representations, and/or agreements of the parties, whether oral or written, are superseded in their entirety. Seller's failure to specifically object to any term or condition contained in any communication from Buyer shall not be deemed a waiver of the herein Terms and Conditions. This Agreement shall not be modified, supplemented, qualified or interpreted by any trade usage or course of dealing not made a part of the contract by its express terms. The failure by Seller to enforce at any time any of the provisions herein, or to exercise any election or option provided herein, shall in no way be construed as waiver of such provisions or options or the right of Seller thereafter to enforce each and every such provision. Buyer hereby acknowledges that it has not entered into this agreement in reliance upon any warranty or representation by any person or entity except for the warranties or representations specifically set forth herein.
Buyer hereby acknowledges that the products and technology or direct products thereof (hereafter referred to as Products and Technology) supplied by Seller under this Agreement are subject to export controls under the laws and regulations of the United States (U.S.). Buyer shall comply with such laws and regulations, and, agrees not to knowingly export, re-export or transfer Seller Products and Technology without first obtaining all required U.S. Government authorizations or licenses. Seller and Buyer each agree to provide the other such information and assistance as may reasonably be required by the other in connection with securing such authorization or licenses, and to take timely action to obtain all required support documents. Buyer agrees to maintain a record of exports, re-exports, and transfers of the Products and Technology. Buyer's obligations under this clause shall survive the expiration or termination of this Agreement.
10.9 Compliance with Laws.
Buyer shall obtain all licenses, permits and approvals required by any government and shall comply with all applicable laws, rules, policies and procedures including requirements applicable to the use of Products under telecommunications and other laws and regulations, of any government where the Products are to be sold, used or deployed. Buyer will indemnify and hold harmless Seller for any violation or alleged violation of such laws, rules, policies or procedures.
10.10 Force Majeure.
Seller shall not be liable for any delay or failure in performance whatsoever due to events outside Seller's reasonable control, including without limitation acts of God, earthquakes, labor disputes, shortage of supplies, riots, war, fire, epidemics, delays of common carriers or other circumstances beyond its reasonable control.
No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of this or any other right under this Agreement.
This Agreement does not create any agency, partnership, joint venture or franchise relationship. Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.
©2012 Micron Consumer Products Group All rights reserved. Information is subject to change without notice. Lexar and the Lexar logo are trademarks of Micron Consumer Products Group. Micron, Crucial, the Crucial logo, Ballistix, and Ballistix Tracer are trademarks of Micron Technology, Inc. in the U.S. and outside of the U.S. All other trademarks or registered trademarks are property of their respective owners. Micron Consumer Products Group is a division of Micron Europe Ltd. Micron Consumer Products Group is not responsible for omissions or errors in typography or photography.