Sales & Warranty Terms
Terms & Conditions of Sale
The following Terms and Conditions of Sale ("Terms and Conditions") shall apply to all sales made by The Code Corporation ("Supplier" or “Code”) to a buyer of Supplier's goods ("Purchaser"), and every agreement or other undertaking by Supplier is expressly conditioned on Purchaser's assent to these Terms and Conditions.
ACCEPTANCE OF ORDERS
A quotation or tender addressed to Purchaser from Supplier does not constitute an offer to sell, and in no circumstances shall any contract arise unless and until the Purchaser submits an order to Supplier, and Supplier issues a written acknowledgment of the order to the Purchaser.
ACCEPTANCE OF ORDER ACKNOWLEDGMENT
a) Conditional. Supplier’s issuance of the Order Acknowledgment is expressly made conditional (i) upon Purchaser’s assent to any and all terms contained in the Order Acknowledgment that are additional to or different from any terms on any Purchase Order, and (ii) upon Purchaser’s further assent that the terms contained in this Order Acknowledgment constitute the sole and exclusive agreement between Supplier and Purchaser. Such assent shall be deemed given unless Purchaser notifies Supplier in writing of Purchaser’s objection to specific terms within five (5) days after Supplier’s issuance of the Order Acknowledgment. Issuance of a Purchase Order with additional or different terms is not an objection to specific terms of the Order Acknowledgment. Supplier shall not be obligated to accept purchase orders that do not meet the minimum order value of $49. Custom products are excluded from any minimum order thresholds. Supplier reserves the right to refuse any orders that do not meet the minimum value amount.
b) No Acceptance. Supplier’s performance under the Order Acknowledgment does not constitute an acceptance of provisions of any Purchase Order that are different from or additional to the terms of the Order Acknowledgment, and such different or additional provisions are hereby expressly rejected and are void.
Unless otherwise stated in writing, price and delivery terms are F.O.B. site of shipment, as defined in Incoterms 2020, and such prices do not include sales, use or other taxes or any export package cost, transportation, freight handling charges, export/import license fee, customs duties and the like, all of which shall be paid by Purchaser, who shall indemnify Supplier against all claims and liabilities therefore. Unless otherwise specified in writing, delivery dates are estimates only, and Supplier shall not be liable for any damages, consequential or otherwise, resulting from the failure to deliver the goods by a particular date.
Code reserves the right to make delivery in installments, unless otherwise expressly stipulated. All such installments may be separately invoiced and payment shall be due as specified in these Terms and Conditions, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Customer of its obligations to accept remaining deliveries.
Unless otherwise stated in writing, payment terms are thirty (30) days from the date of the invoice for Purchasers with satisfactory credit. In the event payment is not received by the due date, interest shall accrue at the rate of one and a half percent (1.5%) on the unpaid portion of the invoice for each period of thirty (30) days from the due date. Purchaser shall be liable for Supplier's costs associated with the collection of any amounts past due, including but not limited to attorneys' fees and court costs. Supplier retains title/security interest in the goods until full payment. Whenever Purchaser becomes insolvent or Supplier in good faith requires security, Supplier may cancel any outstanding contract with Purchaser; revoke any extension of credit to Purchaser; reduce any unpaid debt by enforcing its security interest in all goods (and proceeds therefrom) furnished by Supplier to Purchaser; and take any other steps necessary or desirable to secure Supplier fully with respect to Purchaser's payment for goods furnished or to be furnished by Supplier.
Purchaser shall inspect all products delivered by Code, and notify Code, i) of any shortages, missing items, or incurred quantities within two (2) business days; and ii) dead on arrival (DOA) products and other non-conformities within thirty (30) calendar days, in each case after receipt of shipment. Failure to give such notice shall constitute unqualified acceptance of the products and Purchaser will be liable for the total charges correctly invoiced for the products. All return claims due to a Supplier shipping or billing error must be made within thirty (30) days of invoice date and will be corrected at no cost to the Purchaser.
Code shall have the right and option to repair or replace any DOA or nonconforming products. To request repair or replacement of DOA or nonconforming products, Purchaser will adhere to Code’s Return Merchandise Authorization (RMA) process available at codecorp.com/support/rma-request.
Except as required to resolve any warranty claim, all orders are non-cancellable and all sales are non-returnable and non-refundable, unless agreed to in writing by an authorized representative of Code. The terms of any order cannot be modified unless agreed to in writing by an authorized representative of Code.
If Code agrees to cancel any order, in whole or in part, or accept return of any products, a fifteen percent (15%) restocking fee will apply to the total price of the cancelled or returned products and any extended maintenance plan purchased for the cancelled or returned products. Authorizations for all returns of qualified products must be obtained from the Supplier Customer Service Department prior to the return. No returns will be accepted without proper authorization.
The following conditions apply to all returns:
1. All returned products must be in salable condition, unused and in the unopened package and/or carton in which originally purchased.
2. Custom products and discontinued products are not eligible for return.
3. Credit will be issued at Supplier’s original published suggested list price less any applicable discounts or credits.
4. All returns must be shipped freight prepaid by Purchaser.
Supplier reserves the right:
1. To return to Purchaser at Purchaser’s cost any returned product that in Supplier’s sole discretion does not meet acceptable physical condition standards; and
2. To request proof of purchase for returned products.
In the event that Purchaser desires to cancel, modify, or suspend an order, Supplier may accept such cancellation, modification, or suspension request in its sole discretion; however, such cancellation, modification, or suspension request will only be accepted on terms that fully indemnify Supplier against its loss, including recovery of all direct costs incurred, normal indirect costs, and overhead charges.
Supplier warrants that all Code products will be free from defects in materials and workmanship for a limited time period after delivery by Supplier ("Limited Warranty"). The time period for which the Limited Warranty applies to a particular Code product is as specified below in the section titled “Limited Warranty Coverage Terms.”
The Limited Warranty does not apply if (1) the defect is the result of use or handling of the goods in a manner, circumstances or purposes other than those approved or instructed by Supplier; or (2) the goods are misused or abused or there is evidence of tampering, mishandling, neglect, accidental damages, modification or repair without the approval of Supplier.
All warranty claims must be made using Code’s Return Merchandise Authorization (RMA) process available at codecorp.com/support/rma-request.
If a valid warranty claim is received by Code while the Limited Warranty is in effect, Code will either: i) repair the defective product using new parts or parts equivalent to new in performance and reliability; ii) replace the product with a new or refurbished product with equivalent functionality and performance, which may include replacing a product that is no longer available with a newer model product; or iii) in the case of failure with any software, including embedded software included in the product, provide a patch, update, or other work around.
Any product that is repaired or replaced, or for which a software patch, update, or other work around is provided, assumes the remaining time period of the original Limited Warranty and does not extend the duration of the original warranty period.
Purchaser is responsible for shipping and insurance charges for shipping Code products to Code’s designated RMA facility. Any repaired or replaced products are returned with shipping and insurance paid by Code. Purchaser is responsible for all applicable taxes, duties, and similar charges.
The estimated RMA turn-around time from receipt at Code’s facility to shipment of the repaired or replaced product to Purchaser is at least ten (10) business days. An expedited turn-around time may apply to products covered under certain CodeOne service plans and Code Complete product service plans.
The Limited Warranty does not apply to: i) cosmetic damage, including but not limited to scratches, dents, and broken plastic; ii) damage resulting from use of a Code product with non-Code products or peripherals, including batteries, power supplies, cables, and docking stations/cradles; iii) damage resulting from accident, abuse, misuse, flood, fire or other external causes, including damage caused by unusual physical or electrical stress, immersion in fluids or exposure to cleaning products not approved by Code, puncture, crushing, and incorrect voltage or polarity; iv) damage resulting from services performed by anyone other than Code or a Code authorized repair facility; v) any product that has been modified or altered after delivery; vi) any product on which the Code serial number has been removed or defaced.
If a Code product is returned under a warranty claim and Code determines, in Code’s sole discretion, that the Limited Warranty does not apply, Code will contact Purchaser and arrange to either: i) repair or replace the product; or ii) return the product to Purchaser, in each case at Purchaser’s expense.
Code warrants its repair services performed outside the Limited Warranty, including any replacement products provided to Purchaser, for ninety (90) days from the date of shipment of the repaired/replaced product to Purchaser (“Repair Services Warranty”). This Repair Services Warranty applies to repairs and replacements for: i) damage excluded from the Limited Warranty; and ii) Code products on which the Limited Warranty has expired (or will expire within such ninety (90) day warranty period). For any repaired products, the Repair Services Warranty covers only the parts that were replaced during the repair and the labor associated with such parts.
Code is not responsible for backing up or restoring any of software, data, or configuration settings, or reinstalling any of the foregoing, on any products that Code repairs or replaces.
If Purchaser sells a Code product while the Limited Warranty for that product is in effect, then that coverage may be transferred to the new owner by written notification from the original owner to The Code Corporation at:Code Service Center
434 West Ascension Way
Murray, UT 84123
THE LIMITED WARRANTY AND THE REPAIR SERVICES WARRANTY PROVIDED ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE LIMITED WARRANTY AND THE REPAIR SERVICES WARRANTY ARE IN LIEU OF ANY OTHER LIABILITY OR OBLIGATION OF SUPPLIER FOR LOSSES, EXPENSES, INCONVENIENCES OR DAMAGES (WHETHER SPECIAL, INDIRECT, SECONDARY, OR CONSEQUENTIAL) ARISING FROM OWNERSHIP OR USE OF THE GOODS. REPAIR , REPLACEMENT, OR CREDIT (AT SUPPLIER'S OPTION) UPON RETURN OF THE GOODS IS PURCHASER'S SOLE REMEDY FOR ANY SUCH LOSSES, EXPENSES, INCONVENIENCES OR DAMAGES. PURCHASER HEREBY WAIVES ANY RIGHTS THAT IT MIGHT OTHERWISE BE ENTITLED TO IN CONNECTION WITH THE MATTERS COVERED IN THIS PARAGRAPH.
NO CONSEQUENTIAL DAMAGES
Under no circumstances whatsoever shall Supplier and Purchaser be liable to each other for any indirect, special, or consequential damages, whether foreseeable or unforeseeable and whether based upon lost goodwill, lost resale profits, loss of use of money, work stoppage, impairment of other assets, or otherwise and whether arising out of breach of warranty, breach of contract, strict liability in tort, negligence, misrepresentation, or otherwise, except only in the case of personal injury where applicable law requires such liability.
PATENT, COPYRIGHT AND TRADEMARK INDEMNITY
In the event that a good supplied by Supplier is claimed to directly infringe a United States patent, copyright or trademark or a foreign patent, copyright or trademark corresponding thereto in effect at the time Supplier issues its invoice or written acknowledgment of the order, then Purchaser shall permit Supplier, at its option and expense, either to (1) procure the right to continue to use such good, (2) replace or modify such good so that the good supplied becomes noninfringing, or (3) accept return of such good and reimburse Purchaser for the purchaser price, less a charge for reasonable wear and depreciation. Supplier shall at its expense defend any action against Purchaser based on a claim that a good infringes a United States patent, copyright or trademark or a foreign patent, copyright or trademark corresponding thereto, provided that Purchaser: (1) notifies Supplier promptly in writing of such action, and furnishes copies of all demands, process and pleadings; (2) gives Supplier sole control of the defense thereof (and any negotiations for settlement or compromise thereof); and (3) cooperates in the defense thereof at Supplier's expense. THE FOREGOING STATES THE ENTIRE LIABILITY OF SUPPLIER FOR INFRINGEMENT CLAIMS AND ACTIONS, AND PURCHASER HEREBY WAIVES ANY RIGHTS THAT IT MIGHT OTHERWISE BE ENTITLED TO IN CONNECTION WITH THE FOREGOING. Supplier shall have no liability to Purchaser for any action or claim alleging infringement based upon any conduct involving: (1) the use of any good in a manner other than as specified by Supplier; (2) the use of any good in combination with other products, equipment, or devices not supplied by Supplier; or (3) the alteration, modification or customization of any good by any person other than Supplier, or by Supplier based on Purchaser's specifications or otherwise at Purchaser's direction (regardless of whether such alteration, modification or customization occurs before or after the good is originally shipped by Supplier to Purchaser). In the event of an infringement action or claim against Supplier that is based on any conduct described in the preceding sentence, Purchaser shall indemnify and hold Supplier harmless against all damages, costs or expenses, including reasonable attorneys' fees paid or incurred by Supplier in connection with such action or claim.
This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof and supersedes all prior representations, writings, negotiations or understandings with respect hereto. This Agreement shall be governed by and construed according to the laws of the State of Utah, excluding its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Both parties submit to the exclusive jurisdiction of state and federal courts siting in the state of Utah. In the event any action is brought to enforce any provision of this Agreement, or to declare a breach of this Agreement, the prevailing party shall be entitled to recover, in addition to any other amounts awarded, reasonable attorney’s fees and other related costs and expenses actually incurred by reason thereof.
SOFTWARE AND FIRMWARE
All software and firmware installed on any hardware products or delivered for use with any hardware products is licensed, not sold. Unless otherwise licensed to Purchaser pursuant to a “shrink-wrap”, “break the seal”, “click through” or other license agreement, Supplier hereby grants to Purchaser, a non-exclusive, perpetual, worldwide license to use such software or firmware solely with the product on which it is installed or with which it is purchased. This license is transferable only in conjunction with a transfer of the product on which it is installed or with which it is purchased.
Purchaser shall not perform any of the following actions: (i) copy, reproduce, analyze, reverse engineer, decompile, disassemble, translate, convert, or apply any procedure or process to the software or firmware in order to ascertain, derive, and/or appropriate for any reason or purpose the source code or source listings for the software or firmware, or any trade secret information or process contained in the software or firmware; (ii) attempt to unlock or bypass any initialization system, encryption methods or copy protection device incorporated into the software or firmware; (iii) create any derivative works of the software or firmware, or use the software or firmware to develop a competitive product; (iv) alter, remove or obscure any patent, copyright, or trademark notice contained in the software; or (v) disclose or display the software or firmware to a third party or provide a third party access to the software or firmware without the express written consent of Supplier. Any of the actions identified in items (i) through (v) shall be a breach of the license provided to Purchaser.
TOOLING, NEGATIVES, PLATES, ARTWORK AND OVERRUNS
If Purchaser pays for tooling, negatives or plates (collectively "tooling") then such tooling will be the property of Purchaser and will be maintained free of charge by Supplier while being used in production and for twenty four (24) months following the last date of use, after which the tooling will be destroyed, unless otherwise agreed in writing. If Purchaser does not pay for tooling, then any such tooling will be the property of Supplier. All artwork submitted by Purchaser is subject to the approval of Supplier. Supplier will notify Purchaser of any additional charges for retouching or reworking and will bill Purchaser at cost for same. On custom product orders Supplier reserves the right to ship not in excess of ten percent over or under the quantity ordered.
The invalidity or unenforceability (in whole or in part) of any provision, term or condition hereof, will not affect in any way the validity and enforceability of the remainder of such provision, term or condition, or any other provision, term or condition. These Terms and Conditions may not be modified, terminated or repudiated, in whole or in part, except in a writing executed by the authorized representatives of Supplier and Purchaser. Supplier may, at its sole option, treat any attempted modification, termination, or repudiation to which it does not assent in writing, as a breach of these Terms and Conditions. Upon any breach by Purchaser, or failure by Purchaser to comply with any of these Terms and Conditions, or if Purchaser becomes unable to conduct its normal business operations (including inability to meet its obligations as they mature), or if Purchaser becomes the subject of any proceeding under any state or federal bankruptcy law or other law, or makes any assignment for the benefit of creditors, Supplier will have the right to immediately cancel or terminate any and all agreements with or obligations to Purchaser relating to sales of the goods, in whole or in such part, which may result in the nonshipment or cancellation of Purchaser's pending or future order(s) and/or termination of Purchaser's relationship with Supplier, and to recover from Purchaser damages for breach (excluding consequential damages) and any unpaid installments due shall become immediately due and payable. All remedies in these Terms and Conditions will be cumulative, and not alternative or exclusive, and will be in addition to all other rights and remedies provided by applicable law. The exercise or failure to exercise any remedy by Supplier will not preclude the exercise of the same or other remedies under these Terms and Conditions. Supplier will not be deemed to have waived any provision of these Terms and Conditions or any breach by Purchaser of any provision hereof, unless specifically set forth in writing and executed by an authorized representative of Supplier. No such waiver by Supplier will constitute a waiver of such provision or breach on any other occasion. Supplier shall not be responsible for any failure to fulfill its obligations hereunder due to causes beyond its reasonable control, including without limitation, acts or omissions of government or military authority, terrorist actions, acts of God, shortages of materials, transportation delays, fires, floods, labor disturbances, riots or wars. These Terms and Conditions, and the transactions contemplated hereby, will be governed by, construed and interpreted in accordance with the substantive laws of the Utah (excluding the Convention on Contracts for the International Sale of Goods) without regard to its conflict of laws rules. Any legal action with respect to any such transaction must be commenced within one year and one day after the cause of action has accrued. These Terms and Conditions, together with any quotation, order acceptance, or invoice subject to these Terms and Conditions, constitute the entire agreement and understanding of Supplier and Purchaser. Supplier assumes no liability except as expressly provided in these Terms and Conditions.
ETHICS AND PRIVACY POLICIES