Last updated: 2024 | Information contained on this page changes frequently.
These Terms and Conditions govern all purchases and sales of Manley Solutions products and services. By placing an order, you agree to be bound by these terms.
All purchases and sales of products, including all parts, spare parts and components thereof (the "Products") or services (the "Services") between Buyer and Manley Solutions, Inc., and/or its direct and indirect subsidiaries (collectively, "MS"), are final and shall be made pursuant to MS's quote and/or order acknowledgment and shall be governed by these Terms and Conditions. These Terms and Conditions and MS's quote and/or order acknowledgement shall constitute the entire agreement between the parties pertaining to the subject matter hereof and shall supersede all prior or contemporaneous oral or written negotiations, agreements, understanding or representations with respect thereto.
Buyer acknowledges that the software or firmware components and applications, if any, accompanying the Products sold hereunder (the "Software") are licensed and not sold to Buyer. Upon receipt of full payment therefor, MS grants to Buyer a nonexclusive, personal, nontransferable, limited and royalty-free license to use and execute such Software in object code form only and only in conjunction with the operation of the associated Product. Buyer shall receive no rights to the Software except as expressly provided herein.
The prices for all Products and Services shall be as set forth in MS's quote and/or invoice and such prices shall be exclusive of all taxes and other charges. MS shall submit an invoice to Buyer with each shipment of Products. Each invoice shall be due and payable in U.S. Dollars per the terms indicated on the invoice. Payment terms are subject to credit approval. MS reserves the right, at its sole discretion, to limit, cancel or modify Buyer's credit terms as to time or amount from time to time and without prior notice.
Unless otherwise agreed in writing, all Products will be shipped F.O.B. shipping point. Title to and risk of loss of all Products shall pass to Buyer upon delivery of the Products to the carrier at the shipping point. MS shall have no liability for delays in shipment or delivery. Delivery dates are estimates only. MS shall not be liable for damages resulting from any delays in delivery.
MS warrants that its hardware products will be free from defects in materials and workmanship for a period of one (1) year from the date of shipment. MS's sole obligation under this warranty shall be, at MS's option, to repair or replace the defective Product. This warranty does not cover damage resulting from accident, misuse, abuse, neglect, or unauthorized modification. SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.
IN NO EVENT SHALL MS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE MS'S PRODUCTS OR SERVICES, EVEN IF MS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MS'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY BUYER FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.
These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. Any disputes arising hereunder shall be resolved exclusively in the state or federal courts located in St. Johns County, Florida.
Manley Solutions reserves the right to modify these Terms and Conditions at any time. Information contained on this page changes frequently. Continued use of our products or services after changes are posted constitutes acceptance of the updated terms. We encourage you to review this page periodically.
For questions about these Terms and Conditions, please contact: