TRADEMARKS: Servenger, Programmable
Analog Module, PAM, PAM-5002, PAM-5002R, and the associated logos, artwork
and website features are the business marks of Servenger LLC.
Anadigm, Anadigmvortex, AnadigmDesigner2 and the associated logos, artwork
and website features are the business marks of Anadigm, Inc.
Other trademarked names, logos and/or information used herein either
deliberately or inadvertently including those of the Microsoft® company for
its Windows® products are the properties of their respective owners.
GENERAL: Servenger LLC (hereinafter
referred to as "Servenger" or "SELLER) and Customer (hereinafter referred to
as "BUYER") agree that all sales by SELLER on any merchandise (hereinafter
referred to as "GOODS" or "PRODUCTS") to the BUYER shall be governed by the
following terms and conditions (hereinafter referred to as "AGREEMENT"). Any
additional or different terms or conditions proposed by the BUYER are hereby
rejected entirely except for the terms that are identical with those stated
in SELLER’s invoice, written acknowledgment and this AGREEMENT. This
AGREEMENT may not be changed, modified, or amended, except in writing signed
by an authorized representative of SELLER. BUYER shall not assign this
AGREEMENT, any interest therein, or any rights thereunder without written
prior consent by an authorized representative of SELLER. SELLER is not
responsible for typographical errors. SELLER reserves the right to change
these Term and Conditions for future product sales.
PRICE AND CURRENCY: Unless otherwise
stated, all prices quoted by SELLER are based on U.S. dollars and are
subject to change without prior notice.
PAYMENT: Unless otherwise agreed,
terms are PRE-PAYMENT using a credit card from a United States based bank, a bank check,
or a
PayPal funds transfer received prior to shipment of GOODS. BUYER agrees to pay
the total purchase price including shipping and handling, and any sales
taxes arising from the use of the product(s). Since Oregon is a NO SALES TAX
state, no Oregon Sales Tax will be charged. SELLER is not able to provide
any form of Sales Tax Waiver Certificate or equivalent document.
If SELLER agrees in advance to accept an order for products or services
based on a purchase order from the BUYER and bills with an Invoice to the
BUYER on delivery, the Invoice becomes past due the day after the terms
stated on the Invoice which unless changed will be NET PAYMENT DUE TO THE
SELLER 30 DAYS AFTER RECEIPT of product or services. A service charge of two
percent (2.0%) per month, not to exceed the maximum rate allowed by law,
shall be made on any portion of BUYER’s outstanding balance which is not
paid within 30 DAYS after the DUE DATE. If BUYER fails to fulfill its
payment obligation, then SELLER may withhold deliveries and suspend
performance, including but not limited to warranty performance. As security
for payment of any sum due under any AGREEMENT between BUYER and SELLER,
SELLER shall have the right to retain possession of, and shall have a
security interest in, all BUYER’s property in its possession and shall have
a purchase money security interest and right of possession in GOODS already
shipped. BUYER agrees to execute any financing statements or provide any
documents to SELLER to protect security interest. If SELLER brings any legal
action to enforce this AGREEMENT, SELLER shall be entitled to recover all
reasonable costs and expenses incurred, including but not limited to
attorneys’ fees, suit fees, court and/or arbitration costs from the BUYER.
SELLER reserves the right to suspend or terminate any credit term granted to
BUYER. The BUYER as per Federal and Oregon law shall pay all costs related
to the collection of payment.
DELIVERY: All availability is subject
to change without prior notice. If SELLER is unable to ship PRE-PAID
products within 5 business days, SELLER will notify BUYER with estimated
shipment date. BUYER will have option to cancel order and receive a full
dollar amount refund. Unless otherwise agreed in writing, SELLER shall
deliver GOODS to BUYER F.O.B. origin.
RISK OF TRANSPORTATION LOSS OR DAMAGE: The risk of loss and/or damage passes
to BUYER upon delivery of GOODS to the carrier. The normal Terms of Sale
include full insurance for the product for risk of transportation loss or
damage included in the purchase price plus shipping and handling charges.
BUYER is responsible for checking the completeness of product immediately
upon receipt. Shortages, missing parts or errors must be claimed by BUYER
within two (2) working days after receipt of GOODS, otherwise delivery is
deemed complete. BUYER shall give SELLER further reasonable time to cure any
errors discovered within the above mentioned two (2) working days.
ADDRESS FOR SERVENGER LLC: Written
communications, payments and returned materials should be directed to:
Servenger LLC
515 NW Saltzman Rd. #904
Portland, Oregon 97229
LIMITED OTHER MANUFACTURERS WARRANTY: SELLER makes no warranty of fitness
for a particular purpose or merchantability for products or services from
other manufacturers or vendors.
FORCE MAJEURE: In the event that
SELLER’s performance is prevented or delayed by strikes, riots, lockouts,
war, embargoes or exceptional impediments to transportation, earthquake,
fire, action by Federal, State or local government or authority, action by
foreign powers, terrorist actions, perceived or actual threats of terrorist
actions, acts of God, reduction of sources or supply or any cause or
circumstances, not limited to the above, which is beyond the SELLER’s
reasonable control, SELLER shall not be held liable for the consequences
thereof and the obligation to make delivery or perform warranty service
shall be suspended while the causes are in effect until a reasonable period
of time following the resumption of work after termination of the cause(s).
The forgoing shall apply even though one or more of the causes exist at the
time of the order or occur after SELLER’s performance of its obligations is
delayed for other causes.
LAW AND JURISDICTION: This AGREEMENT
shall be construed and governed by the laws of the State of Oregon and the
United States of America. If any provision of this AGREEMENT is invalid,
then all valid parts severable from the invalid part remain in effect. BUYER
hereby irrevocably submits to the jurisdiction of any state or federal court
within the County of Washington, Oregon. BUYER agrees to the venue of said
court and that any dispute or legal action arising from this AGREEMENT shall
solely be entertained in such courts. BUYER further agrees to (i) service of
process by certified or registered mail or by any manner permitted by law,
(ii) irrevocably waive the defense of inconvenient forum and (iii)
irrevocably waive trial by jury.
