The following terms and conditions apply to your purchase
of products (including software) from Iomega if you are a US reseller or non-US
reseller whose purchase was fulfilled by Iomega's US offices. By placing your order,
you agree to be bound by these terms and conditions, which constitute the entire
agreement between you and Iomega regarding the products purchased ("Agreement").
- Ordering: Your order is subject to acceptance
by Iomega and may be refused in whole or in part for any reason, including credit
concerns, unusual volumes, or shipping addresses. Once accepted, Iomega may make
partial shipments if some items are on backorder. By placing the order you agree
that Iomega may do so and charge you for any items shipped.
- Pricing: The price for each product purchased is
in U.S. Dollars. This Price is reflected on your order and will remain the price
regardless of any subsequent price changes by Iomega. Prices and products are
subject to change without notice, at Iomega's sole discretion. In addition to
the quoted price, you will pay shipping and handling charges according to your
selected shipping method plus all applicable taxes. For purposes of calculating
sales tax, the location to which the product is to be shipped shall govern. You will
only be charged one shipping and handling charge for each order regardless of the
number of shipments. International orders: Reseller is responsible for arranging
for delivery and paying shipping charges, custom, duties, import and export fees,
and taxes/VAT ("Transportation Charges") where applicable; to the extent Iomega
elects to arrange for delivery of the product, Reseller will be assessed and
will pay Iomega such Transportation Charges.
- Cancellation: Orders may not be canceled for items
available for immediate shipment. Items on backorder may be canceled up to the actual
shipment date, which may differ from Iomega's estimated shipment date.
- Payment: Payment in full is due prior to shipment.
Iomega will only accept payment via credit card. Your card will not be charged until
Iomega ships product to you. On approved credit, orders placed on account shall be
due thirty (30) days from invoice date. Invoices will be paid in full without right
of offset. Iomega reserves the right to change credit terms should Reseller's credit
record or payment history so warrant. Past due invoices will be subject to 1.5% per
month interest charge.
- Shipping: All sales to U.S. destinations are FOB
Iomega's designated U.S. warehouse. Sales to international destinations are Ex Works
Iomega's designated U.S. warehouse as defined in INCOTERMS 2000. Iomega will ship
products according to the selected shipping instructions you selected. Iomega will
attempt to ship the products within the estimated times reflected on your order but
will not be liable for any failure to do so. If Iomega learns it cannot ship within
the estimated times, you will be advised via email or regular mail of the new
estimated shipment date. For items on backorder, Iomega may ship whenever the product
becomes available without any notice to you.
- Title: Title to all products passes to you upon
delivery of the product to the selected carrier. For international orders, title and
risk passes when products are put at your disposal at Iomega's designated warehouse,
regardless of Iomega's role in delivery of the product.
- Software: Regardless of destination, title to software
including firmware embedded, associated or bundled with products ("Software") remains
with Iomega or its licensor and does not pass to Reseller. Iomega grants Reseller a
non exclusive, non transferable license to distribute Iomega proprietary Software and
third party Software to Reseller's customers, solely for use in conjunction with the
products. Iomega makes no warranty as to the Software, which is provided on an 'AS-IS'
basis. All use of the Software shall be subject to the terms and conditions of the
End User License agreements accompanying the products. Reseller agrees to cooperate
with Iomega to provide information related to the Software that may be requested by
any third party licensors. Reseller warrants that it will not copy, modify, translate,
decompile, reverse engineer, disassemble or otherwise determine or attempt to determine
source code or to create derivative works from the Software, and agrees to indemnify
Iomega against any alleged violation thereof. Reseller acknowledges that Software may
be governed under U.S. export restrictions.
- Returns: Any returns must be approved in advance by
Iomega and must comply with Iomega's policies and procedures then in effect. Approved
returns must be accompanied by a Return Material Authorization (RMA) issued in advance
(if purchased from Online Store must also include a packing slip). Credit for returns
complying with RMA procedures will be issued only by Iomega to Reseller's account upon
receipt and inspection of product. All returns must be in the original Iomega packaging
and contain all items provided with the product. The Reseller must prepay freight and
all related Transportation Costs for all returns; risk of loss passes upon delivery to
Iomega. You are responsible for shipping charges to return items to Iomega. Reseller
shall not debit or offset its account for any returns. Stock rotations will not be allowed.
- Reseller's Responsibility:
Reseller will display Iomega products in a manner consistent with the goodwill and
quality associated with the Iomega brand. Reseller will employ personnel reasonably
familiar with the operation of Iomega products to enable purchasers to make an informed
purchase decision. Reseller will only sell Iomega products to purchasers who are buying
for their own use and not for resale. Reseller will not export the products from the
(50) United States nor knowingly sell them for use outside the United States.
International customers will not export the products from the destination country
identified by Reseller to Iomega ("Territory"), nor knowingly sell product for use
outside the Territory. Reseller will only sell the Iomega products under Iomega's
applicable product warranty (which may be found
here.)
("Product Terms") and will
make no representation or warranty inconsistent with such Product Terms. Reseller
will comply with all applicable, laws, rules and regulations in each relevant
jurisdiction. Upon the advance written approval of Iomega and subject to Iomega's
Trademark License Agreement and then current Branding Guidelines found at
http://branding.iomega.com,
Reseller may have the right to use certain trademarks, logos, and other proprietary
markings of Iomega. Reseller agrees not to adopt, use or register any corporate name,
trade name, "dba," trademark, domain name, product name, service mark or certification
mark, or other designation similar to any designation or proprietary markings of Iomega.
Reseller will promptly discontinue all such use upon notice by Iomega.
- Limited Delivery:
Iomega will deliver products within the United States, Canada, Argentina,
Bermuda, Brazil, Chile, Colombia, Costa Rica, Dominican Republic, Guatemala, Mexico,
Panama, and Puerto Rico, and may deliver to other destinations in Central and South America.
Customers of / destinations located in Africa, Asia-Pacific,
Europe, or the Middle East can
click here
to visit our European Online Store for more information. For additional questions,
US customers please contact our customer support at 888-516-8467.
International customers can contact our customer service team by
visiting
www.iomega.com/europe/support/contact/.
- Limited Warranty:
Iomega warrants to Reseller (i) that it has sufficient title to products sold to
Reseller for resale hereunder and (ii) that the products delivered will generally
conform to the description of the product on the price list. Should Iomega breach
either of the above-described warranties, Reseller's sole and exclusive remedy shall
be to return the product to Iomega for replacement. If Iomega is unable to provide a
replacement, Reseller's alternate exclusive remedy is to receive a credit of the net
purchase price paid. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARTRANTIES,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION. ANY IMPLIED WARRANTY OF
MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
- Indemnity:
Reseller shall defend, indemnify and hold
harmless Iomega from and against any action brought against Iomega resulting from any
(1) negligent act or omission by or willful misconduct of Reseller's employees and or
agents, (2) any claim that may be brought by a current or former employee and/or agent
of Reseller, (3) alteration or misuse by Reseller of any Iomega Product, packaging,
promotional literature or proprietary materials, (4) false or misleading representations
about Iomega or the Products made by Reseller, (5) Reseller's breach of the terms of
this Agreement or of any representation, warranty, covenant or agreement contained
herein, or (6) violation of U.S. export control requirements.
- Limitation of Liability,
Remedies: THE REMEDIES PROVIDED HEREIN ARE RESELLER'S SOLE AND EXCLUSIVE REMEDIES
ARISING OUT OF OR RELATED TO THIS AGREEMENT BY IOMEGA. UNDER NO CIRCUMSTANCES SHALL
IOMEGA BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR OTHER DAMAGES ARISING
OUT OF OR IN ANY WAY RELATED TO THE OBLIGATIONS AND RELATIONSHIPS ESTABLISHED BY THIS
AGREEMENT, INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOST DATA EVEN IF IOMEGA HAS BEEN
ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. IN NO EVENT SHALL IOMEGA'S TOTAL LIABILITY
TO RESELLER ARISING UNDER OR RELATED TO THIS AGREEMENT EXCEED THE SUMS PAID TO IOMEGA
BY RESELLER FOR THE PRODUCTS INVOLVED.
- Confidentiality; Publicity:
Reseller may generally advertise that it is authorized to resell Iomega products
(subject to Iomega's branding guidelines) and Iomega may generally publicly disclose
that Reseller is an authorized reseller. Any other public statements or releases by
Reseller regarding the relationship between the parties shall require the prior
written approval of Iomega.
- Force Majeure:
if the performance of this Agreement or of any obligation hereunder (except payment
of monies due) is prevented, restricted or interfered with by any other act or
condition whatsoever beyond the reasonable control of the parties hereto, the party
so affected, upon giving notice to the other party, shall be excused from such
performance to the extent of such prevention, restrictions or interference.
- Relationship of the Parties:
The relationship of the parties under this Agreement is that of independent contractors
and nothing contained herein shall be construed as creating any partnership, joint
venture, franchisor-franchisee, or agency relationship between Reseller and Iomega.
Reseller shall not have authority to assume or create any obligation or make any
representation of any kind on behalf of Iomega.
- Waiver:
The waiver by either party of any provision or right under this agreement on one
occasion shall not operate as a waiver of any provision or right under this agreement
on any future occasion.
- Governing Law/Venue:
This agreement is governed exclusively by and construed in accordance with the laws of
the State of Utah, excluding any conflicts of law rules that would compel application
of the law of any other forum. The state and federal courts of Salt Lake County, Utah
shall be the exclusive forum for any actions brought pursuant to this agreement.
The parties expressly agree that the United Nations Convention on the International
Sale of Goods shall not apply to transactions under this agreement.
- Dispute resolution; Damages:
All aspects of any legal proceeding will be conducted in the English language.
The prevailing party in any action at law or equity arising out of this agreement
shall be entitled to recover all of its reasonable costs incurred in conjunction
therewith, including but not limited to reasonable attorneys' fees and expert
witness fees.
- Entire Agreement:
This agreement, together with any Iomega sales / order confirmation and, referenced attachments, constitutes the entire
agreement between us on this subject, and supersedes all related conversations or
documents, as well as any prior agreements. Any terms and conditions of any purchase
order or other document submitted in connection with this agreement that is in
addition to or conflicting with the terms herein are rejected by Iomega, will not
be binding on Iomega, and will have no force or effect. No modification of terms
of this agreement shall bind either party unless in a written instrument signed by
both parties.
- Communication:
Any notice or consent required or given under this Agreement shall be (i) in writing,
(ii) in English, (iii) either personally delivered or sent by fax, e-mail, or by
first class airmail, and (iv) sent to the address of the receiving party as set
forth in the order, or such other address as such party may from time to time
designate by notice to the other party. All notices regarding disputes shall,
in the case of notices to Iomega, be sent to the attention of Iomega's General Counsel.
- Additional terms:
If any provisions or portions of this agreement are found to be invalid by any court
of competent jurisdiction, the remainder of this agreement shall nonetheless remain
in full force and effect. The terms and conditions of Sections 4, 5, 7, 11 - 13,
and 16 - 22 shall survive expiration and/or termination of this Agreement. Iomega
is not responsible for typographic errors. Iomega reserves the right to change these
terms or the prices charged at any time so please check each time you purchase.
(v. 1.080606)
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