Terms and Conditions of Sale

PLEASE READ THIS DOCUMENT CAREFULLY –  IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.  These terms and conditions (“Agreement”) apply to your purchase of Savi hardware products and/or services or support (“Products”). By accepting delivery of Products, you accept and are bound to the terms and conditions of this Agreement. If you do not wish to be bound by this Agreement, you must notify Savi pursuant to Savi’s then-current return policies, and return the unused Products to Savi for a refund.  THIS AGREEMENT SHALL APPLY UNLESS (I) YOU HAVE A SEPARATE PURCHASE AGREEMENT WITH SAVI, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (II) OTHER SAVI TERMS AND CONDITIONS APPLY TO THE TRANSACTION.

1.  Payment Terms.  Terms of payment are within Savi’s sole discretion, and shall be set forth in the applicable Savi invoice. Payment for Products will be made by credit card, wire transfer, or some other prearranged payment method unless credit terms have been agreed to by Savi.  Savi retains a purchase money security interest in Products until you have paid for them in full.  You agree to execute any paperwork required by Savi to effectuate such security interest(s).

2.  Shipping; Title; Risk of Loss; Taxes.  Shipping and handling costs are additional unless otherwise expressly indicated in writing on Savi’s invoice. Title to Products (not including any software or firmware contained in Products) passes from Savi to you upon the later of (i) full payment for Products, or (ii) delivery of Products to you. Products are sold Ex Works (EXW) Savi’s facility.  Unless you provide Savi with a valid and correct tax exemption certificate applicable to your purchase of Products, you are responsible for all sales and other taxes associated with the order. Shipping dates are estimates only.

3.  Software and Firmware.  Products may include software or firmware.  To the extent that software is included with the Products, such software is provided pursuant to the Software License Agreement included with such software, and you agree that you are bound by the terms of such Software License Agreement.  To the extent that firmware is embedded in Products, you are granted a non-exclusive, non-transferable license to use such firmware, solely in conjunction with the Product in which it is embedded.  Title to all software and firmware will remain with Savi or its applicable licensor(s).  You acknowledge and agree that portions of the Embedded Software, including, without limitation, the source code and the specific design and structure of individual modules or programs, constitute trade secrets of Savi and its licensors.  Accordingly, you shall not disassemble, reverse engineer, copy or modify the Embedded Software, in whole or in part, nor permit or authorize any third party to do so (except to the extent that such a prohibition would violate applicable law).  In addition, you shall not disassemble, reverse engineer, copy or modify the Savi hardware, in whole or in part, nor permit or authorize any third party to do so (except to the extent that such a prohibition would violate applicable law). You shall not remove, amend, obscure or modify any product markings or any indication of Savi’s proprietary rights appearing on the hardware as delivered to you.

4.  Incorporation of Savi Products into Your Products and Services.  We understand that you may incorporate Products into products and services marketed and sold by you or third parties designated by you (such products and services “OEM Products”).  You acknowledge that Savi may discontinue the sale of any particular Product at any time, without notice or liability to you.  Subject only to the limited warranty set forth below, you assume all risks associated with your use and distribution of Products.  You are solely responsible for determining whether the Products are suitable for use in your OEM Products.  PRODUCTS ARE NOT FAULT TOLERANT AND ARE NOT DESIGNED FOR USE IN LINE PROCESS CONTROL, NUCLEAR POWER, AIRCRAFT NAVIGATION OR OTHER APPLICATIONS WHERE THERE IS A SUBSTANTIAL RISK OF PERSONAL INJURY OR PROPERTY DAMAGE.  You agree to indemnify, defend, and hold harmless Savi from and against any and all claims (including but not limited to claims of intellectual property infringement), liabilities, damages, and costs (including attorney fees) in any way arising out of or related to your OEM Products, your marketing, sale or distribution thereof, or your use of the Products.

5.  Product Limited Warranty.  Savi warrants solely to you that for a period of one (1) year from delivery, Products will be free from defects in workmanship and materials, and will operate in conformity with any specification provided.  This warranty will not apply to third party products sold by but not proprietary to Savi, but Savi will pass on to you any warranty received from such third party.  The foregoing warranty does not apply to software (whether embedded in Products or otherwise), nor to any Product which has been damaged by accident, shipment, handling or misuse, or that malfunctions due to alterations, repairs or installation performed other than by Savi.  Savi’s sole obligation and your sole and exclusive remedy for any breach of this limited warranty shall be to repair or replace the defective Product, or provide a refund of the price paid for such Product.  Parts used in repairing or servicing Products may be new, equivalent-to-new, or reconditioned.

6.  Disclaimer.  THE LIMITED WARRANTY SET FORTH ABOVE IS IN LIEU OF, AND SAVI EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES AND CONDITIONS WITH RESPECT TO PRODUCTS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSES OF DEALING OR USAGE OF TRADE.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SAVI OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.

7.  Service and Support.  Service and support offerings vary from Product to Product.  In addition to the terms and conditions of this Agreement, Savi or a Savi-authorized third party may offer to provide service or support to you in accordance with a separate set of terms and conditions to be executed by the parties at the time such service or support is provided.  In the absence of such terms and conditions, you agree that Savi retains all right, title and interest in or to any programs, tools, ideas, concepts, techniques, processes, and know-how used or developed by Savi or its employees or subcontractors in connection with performing service or support.

8.  Limitation of Liability.  SAVI’S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO SAVI BY YOU FOR THE PRODUCTS.  IN NO EVENT WILL SAVI BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) RELATED TO THIS AGREEMENT OR THE USE OR PERFORMANCE OF PRODUCTS, OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SAVI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.  THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

9.  Export Law.  You will comply fully with all U.S. export laws and regulations to ensure that neither Products (including any included or embedded software) nor any technical data related thereto are exported or re-exported, directly or indirectly, in violation of, or used for any purposes prohibited by, such laws and regulations.

10.  General.  This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, excluding its conflicts of law rules and principles.  The United Nations Convention on Contracts for the International Sale of Goods will not apply.  Any legal action or proceeding arising out of this Agreement will be brought exclusively in the federal or state courts located in Virginia, and the parties hereby irrevocably consent to personal jurisdiction and venue therein.  You may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without Savi’s prior written consent, and any attempt by you to do so without such consent shall be void and of no effect.  Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.  The failure by Savi to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.  Any waiver, modification, or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties.  If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible and that other provisions will remain in full force and effect.  This Agreement is the complete understanding between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter.  Any terms or conditions contained in your purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by Savi, and will be deemed null and of no effect.