Sales Terms and Conditions
This site contains the terms and conditions that apply to any purchase from
Sneckie Ltd. ("Sneckie") that will be provided to you ("Customer") on orders for
products. By accepting delivery of the products described on the invoice,
Customer agrees to be bound by and accepts these terms and conditions. THESE
TERMS AND CONDITIONS WILL APPLY (i) UNLESS THE CUSTOMER HAS SIGNED A SEPARATE
FORMAL PURCHASE AGREEMENT WITH Sneckie IN WHICH CASE THE SEPARATE AGREEMENT
SHALL GOVERN; OR (ii) UNLESS OTHER Sneckie STANDARD TERMS APPLY TO THE
TRANSACTION. These terms and conditions are subject to change without prior
written notice at any time in Sneckie's sole discretion.
1. DELIVERY. All sales are E.X.W. Inverness unless otherwise agreed and
liability and risk of loss or damage thereto shall pass to Customer upon
Sneckie's tender of delivery of the products to the carrier, and any loss or
damage thereafter shall not relieve the Customer from any obligation hereunder.
2. TITLE AND SECURITY. Title to products shall remain with Sneckie as security
until payment in full for such product is received by Sneckie. To secure the
full payment and performance by the Customer of its liabilities and performance
hereunder, (i) Sneckie reserves for itself, and Customer grants to Sneckie a
security interest in the products and all proceeds thereof; (ii) Customer agrees
to execute all financing statements or other documents necessary to further
reflect the grant or perfection of the security interest; and (iii) if Customer
refuses or fails to execute any such documents, Sneckie is hereby appointed as
Customer's attorney-in-fact to execute any such documents on Customer's behalf.
3. PAYMENT TERMS. All invoices are due and payable thirty (30) days from date of
invoice. No discounts are authorized. Shipment and performance of work shall at
all times be subject to Sneckie's credit department and Sneckie may at any time
decline to make any shipments or perform any work except upon receipt of payment
or terms and conditions satisfactory to Sneckie. If in the judgment of Sneckie,
the financial condition of Customer at any time does not justify continuation of
production or shipment on the terms of payment originally specified, Sneckie may
require full or partial payment in advance and in the event of bankruptcy or
insolvency of Customer or in the event that a proceeding is brought by or
against Customer under any bankruptcy or insolvency laws, Sneckie shall be
entitled to cancel any order then outstanding.
4. TAXES. The price does not include applicable British or state sales or use
taxes, export or import charges, transportation or insurance charges, custom and
duty fees, personal property or similar taxes, if any. All such taxes shall be
paid by the Customer. Any tax Sneckie may be required to collect or pay upon the
sale or delivery of the products shall be paid by Customer to Sneckie unless
Customer provides direct payment authority or an exemption certificate valid in
the state to which the products will be shipped.
5. SOFTWARE LICENSES. Subject to the terms and conditions of this Agreement,
Sneckie grants to Customer, during the term of this Agreement, a nonexclusive,
nontransferable, non-sublicensable license ("License") to use the Sneckie
software only as described in the Sneckie End User Software License(s). ALL
SOFTWARE FEES ARE NON-REFUNDABLE.
6. WARRANTY. Unless otherwise stated in writing, all products are sold subject
to the Sneckie warranty in effect for such products at the time of acceptance of
Customer's purchase order by Sneckie, a copy of such warranty will be furnished
upon request. THE EXPRESSED WARRANTIES SET FORTH IN THE Sneckie WARRANTY ARE IN
LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT
LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
AND ALL SUCH OTHER WARRANTIES ARE HEREBY DISCLAIMED AND EXCLUDED BY Sneckie.
7. LIMITATION OF LIABILITY. In no event shall Sneckie's total liability to
Customer (in connection with this transaction) for all damages exceed the amount
(if any) actually paid by Customer to Sneckie hereunder. In no event shall
Sneckie be liable for costs of procurement of substitute goods by Customer, any
lost profits, loss of use, incidental, consequential or special damages or any
other damages, even if Sneckie has been informed of such loss or damage. THE
STATED EXPRESS WARRANTIES ABOVE ARE IN LIEU OF ALL OBLIGATIONS AND LIABILITIES
ON THE PART OF Sneckie FOR DAMAGES, INCLUDING BUT NOT LIMITED TO SPECIAL,
INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE
OR PERFORMANCE OF THE PRODUCTS.
8. INDEMNIFICATION BY Sneckie. Sneckie agrees to indemnify, defend and hold
Customer harmless from any and all damages finally awarded against Customer as a
result of any judgment against Customer which claims that Products infringe any
patent, provided Customer promptly notifies Sneckie in writing of the claim, and
grants to Sneckie the sole control of the defense of any action and all
negotiations for settlement and compromise. Sneckie shall not be liable for any
claim of infringement based upon (i) any Product which is altered or modified
without Sneckie's authorization; or (ii) use of any allegedly infringing version
of a Product, if such alleged infringement could be avoided by the use of a
different version supplied by Sneckie, provided, however, that such avoidance
only applies from the time Sneckie notifies Customer of the different version
and Customer can reasonably implement such different version.
9. INDEMNIFICATION BY CUSTOMER. Customer agrees to indemnify, hold harmless, and
defend Sneckie from and against all claims and lawsuits, including attorney's
fees, which arise or result from Customer's use of products.
10. PRODUCT; PRODUCT RETURNS. Sneckie may revise and discontinue products at any
time. Sneckie will ship products that have the functionality and performance of
the products ordered, but changes between what is shipped and what is described
in a specification sheet are possible. Customer may return products that are
dead on arrival in accordance with Sneckie standard return policies in effect on
the date of the invoice.
11. ARBITRATION: In the event a dispute arises between the parties in connection
with this Agreement, it shall be settled by arbitration in accordance with the
rules of the American Arbitration Association, and judgment upon any award
resulting from such arbitration may be entered and enforced in a court having
proper jurisdiction. Such arbitration shall be held in Austin, Texas, or such
other location as the parties may agree.
12. ASSIGNMENT. Except for merger, acquisition, or other corporate transaction,
neither party shall assign this Agreement or any rights hereunder without the
prior written consent of the other party, which consent shall not be
13. SEVERABILITY. If any provision of this Agreement shall be held illegal,
unenforceable, or in conflict with any law having jurisdiction over this
Agreement, the validity of the remaining portions or provisions hereof shall not
be affected thereby.
14. EXPORT RESTRICTIONS. Customer shall not directly export any Product
purchased from Sneckie or any technical data derived therefrom to any country
for which the British Government or any agency thereof may require an export
license or other governmental approval without first acquiring that license or
15. GOVERNING LAW. This Agreement shall be governed by and construed in
according with the laws of the United Kingdom, except for that body of law
dealing with conflicts of law.
16. ENTIRE AGREEMENT. This Agreement constitute and contain the complete
agreement and understanding of the parties with respect to the subject matter
hereof unless superseded by an agreement, statements between the parties
relating to the subject matter hereof.