General Terms and Conditions

1.  Parties

“Seller” means Parrot, Inc.  The party submitting the purchase order is referred to as “Buyer.”

2.  Acceptance

Buyer acknowledges and agrees that these General Terms and Conditions are incorporated in, and are a part of, each purchase order, release, requisition, work order, shipping instruction, specification and other document, whether expressed in written form or by electronic data interchange, relating to the Products and/or services to be provided by Seller pursuant to the foregoing (such documents are collectively referred to as this “Contract”), and that Seller’s acceptance of Buyer’s offer to purchase is made conditional upon the incorporation of these General Terms and Conditions into this Contract.  If Buyer accepts the Products and/or services which are the subject of this Contract, Buyer shall be deemed to have accepted this Contract and these General Terms and Conditions in their entirety without modification.  Any additions to, changes in, modifications or revisions of this Contract (including these General Terms and Conditions) shall require the written consent of Buyer and Seller.

3.  Payment; Security Interest

Unless otherwise noted on the face hereof, payment of Products shall be net 30 days from the date Seller’s invoice is received.  If Buyer fails to make a payment when due, Buyer will, automatically and without notice, be subject to a late payment charge equal to the lesser of (a) 1.5% per month times the overdue amount, or (b) the maximum late payment charge allowed by law.  It is expressly understood and agreed that such late fee is not in the nature of a penalty, but a charge to defray costs incurred by Seller in the collection of such defaulted payment.  Seller reserves the right at any time to suspend credit or to change credit terms provided herein, when, in Seller’s sole opinion, Buyer’s financial conditions so warrants.  Buyer shall have no right to offset any amounts due or to become due to Seller against any claims, charges, expenses, fees or other payments of any kind whatsoever under any circumstances, including, but not limited to, any liability which may arise due to any breach or alleged breach of the Contract or any provision thereof.  Seller retains a purchase money security interest under the Uniform Commercial Code in the Products sold until payment in full has been made.  In the event of default by Buyer under the Contract, Seller shall have all the right and remedies of a secured creditor under the Uniform Commercial Code.  Buyer agrees to execute such financing statements and other documents as Seller may request in order to perfect Seller’s security interest.

4.  Taxes and Other Charges

Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Seller and Buyer shall be paid by Buyer in addition to price quoted or invoiced.  In the event Seller is required to pay any such tax, fee or charge, Buyer shall reimburse Seller therefor or, in lieu of such payment, Buyer shall provide Seller at the time an order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.

5.  Delivery

The parties will agree upon the terms of shipment and delivery writing.  If there is no written agreement, or the written agreement does not specify, shipments of Products will be FOB Seller’s distribution center.  Seller will use commercially reasonable effort to insure on time delivery.  In no event shall Buyer be entitled to liquidated damages as a remedy for any delay in delivery by Seller.  Buyer shall pay all freight costs.  Title and risk of loss pass upon availability of Products to Buyer at Seller’s distribution center.

6.  Limited Warranty

Buyer understands and agrees that the only warranty the Seller extends for the Products is its standard warranty that the Products meet the Seller’s specifications at the time of shipment.  The Seller’s customer warranty and return procedures are set forth in the Limited Warranty packaged with each Product and available at www.parrotteam.com, the terms of which are hereby incorporated into this Contract and shall not be superseded by any conflicting terms, conditions or warranties utilized by Buyer.  The Seller’s liability for warranty claims is limited to the purchase price of the Product.  Buyer agrees that it shall not in any way alter the Products (nor the parts or components thereof) without the prior written authorization of the Seller, nor extend any warranty nor make any representations other than those contained in the Seller’s then current warranty.  Any warranty given by Buyer with respect to the Products that have been altered without prior authorization or any such additional warranty or representation shall be void and Buyer shall defend, indemnify and hold the Seller harmless against any claim or cause of action whatsoever, including costs, attorneys’ fees, arising out of, or occasioned by, the Buyer’s extension of said additional warranty or representation.  THE SELLER’S WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES WHATSOEVER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

7.  Return and Repair of Products

All Products require a return authorization from Seller before being returned.  Any Product returned for any reason (other than warranty returns or faulty product returns) may be returned with the prior approval of Seller, made in Seller’s sole discretion, and are subject to the following: (a) the returned Product is subject to a fifteen-percent (15%) restocking fee, (b) approved returns must be accompanied by a new order in an amount that is at least twice the amount of the return, (c) Products returned shall be in commercially saleable condition and may not be discontinued or refurbished; and (d) if such returned Product is damaged, used, or obsolete, Buyer shall be subject to a price reduction fee on such Product.  Seller, in its sole and absolute discretion, may reject a return shipment (other than warranty or faulty product returns).  Buyer will assist Seller in coordinating end-user warranty claims and repair requests. Buyer will provide Product warnings, warranties, return and repair procedures and technical support information to its retailers so that such information may be provided to the end-user online or in person.  

8.  Exports Prohibited

Buyer shall not, whether directly or indirectly, market, promote, sell, offer for sale, or export any Products outside the sales territory designated by Seller.  Buyer shall be solely and fully responsible for compliance with all legal provisions, laws, statutes, regulations, administrative rules, ordinances and other official rules in connection with its sales.  Any sales by Buyer to any person or entity outside of the United States is expressly prohibited.  Buyer hereby certifies that it will comply with all regulations of the United States Department of Commerce Bureau of Industry and Security and the United States Treasury Department.  Without limiting the foregoing, Buyer further certifies that it will not sell to any person or entity on the United States Treasury Department’s Specially Designated National List or the United States Commerce Departments’ Denied Parties List or Entity List. Buyer represents and warrants that it is familiar with the Foreign Corrupt Practices Act, as amended, (“FCPA”), as well as the prohibitions of the FCPA against paying or giving anything of value, either directly or indirectly, to foreign officials, candidates or political parties for the purpose of securing any improper advantage for a company, including assisting a company in obtaining or retaining business.

9.  LIMITATION ON LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY PARTY CLAIMING THROUGH THEM FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR CONTINGENT DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, INJURIES TO PROPERTY, LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED EQUIPMENT WITH RESPECT TO CLAIMS MADE BY BUYER UNDER THIS AGREEMENT OR OTHERWISE OR BY ANY PURCHASER OR USER OF PRODUCTS, REGARDLESS OF THE FORESEEABILITY OF SUCH DAMAGES OR WHETHER SELLER WAS APPRISED OF THE LIKELIHOOD THEREOF.  SELLER’S MAXIMUM CUMULATIVE LIABILITY, FOR ALL CLAIMS AND LIABILITIES, INCLUDING OBLIGATIONS UNDER ANY INDEMNITY, WHETHER OR NOT INSURED, WILL NOT EXCEED THE ACTUAL AMOUNT PAID BY BUYER FOR PRODUCT SOLD BY SELLER  DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.  THE PARTIES AGREE THAT THESE LIMITS OF LIABILITY SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY TERMINATION OR EXPIRATION OF THE CONTRACT.  ANY ACTION BY A PARTY AGAINST THE OTHER MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.

10.  Indemnification

Buyer shall do nothing that will create any liability on the part of Seller by reason of Buyer’s activities, other than as set forth in the Contract, and the Buyer shall indemnify, defend and hold harmless Seller from any and all damages, liabilities, losses, expenses, costs or claims (including without limitation reasonable attorneys’ fees) (“Losses”) suffered by Seller by reason of any of Buyer’s activities or omissions.  Seller will indemnify, defend and hold harmless Buyer from any Losses suffered by Buyer directly arising from (i) a defective or malfunctioning Product, (ii) false or misleading technical information, terms, warranties or related information provided by Seller in writing regarding the Products; and (iii) the infringement by Seller of the intellectual property rights of a third party.    

11.  Intellectual Property

Seller’s Equipment; Technical Information.  Seller does not transfer to Buyer or Buyer’s customer any patent, trade secret, trademark, service mark, copyright or other intellectual property right related to the Products, other than the right to incorporate or use the Products purchased from Seller or as otherwise set forth in this Contract.  Seller shall retain title to all designs, sketches, drawings, patterns, dies, tool (including without limitation trial tools), special appliances and materials furnished or paid for by Seller in connection with this Contract.  Neither party shall disclose to any third party any information directly or indirectly delivered to the other party or acquired pursuant to this Contract, including without limitation business affairs, data, designs, manuals, formulas, supplier and vendor information, processes, methods, pricing, financial and accounting data, products and specifications, systems and technical information (the “Confidential Information”).  Each of Seller and Buyer shall be permitted to disclose Confidential Information of the other party to its own employees, accountants and attorneys and other agents and representatives to the extent such disclosure is reasonably necessary for the performance of its duties and obligations or the enjoyment of its rights under this Contract; provided, however, that each of Seller and Buyer shall be responsible for any violation of the confidentiality obligations set forth in this Contract by and of such permitted this parties to which it provides Confidential Information.

12.  Force Majeure

Failure of Seller to make any delivery (or portions thereof) when due, if occasioned in whole or in part by any act of God or other act beyond the reasonable control of Seller, including without limitation fire, explosion, flood, drought, war, riots, civil insurrection, sabotage, accident, embargo, governmental priority, requisition, or shortage or failure of supply of materials or labor, or strikes or other labor trouble, shall be excused.  Seller shall have no obligation or liability whatsoever arising out of or in connection with any such failure.

13.  Severability

Any provision or provisions of the Contract that in any way contravenes the law of any state or country in which the Contract is effective shall, in such state or country, to the extent of such contravention of law, be deemed separable and shall not affect any other provision of the Contract or its validity.

14.  Survival

Any obligations and duties which by their nature extend beyond the expiration or termination of the Contract shall survive any expiration or termination of the Contract.

15.  Waiver

Any waiver on the part of either party hereto of any right or interest shall not imply the waiver of any other right or interest, or any subsequent waiver.

16.  Amendments

Any modifications to these General Terms and Conditions, including the incorporation of additional terms, may only be made by written instrument, signed by both parties, specifically identifying and purporting to modify these General Terms and Conditions.

17.  Governing Law

This Contract shall be governed by the laws of the State of Michigan, USA, without regard to conflicts of laws principles of such State.  Seller and Buyer hereby agree that any legal proceeding with respect to this Contract shall be brought only in a court of the State of Michigan or in a court of the United States sitting in Michigan, and both Seller and Buyer submit to and accept generally and unconditionally the personal jurisdiction of those courts with respect to their person and property.

18.  Contact Information

Seller may be contacted at 1-877-9PARROT or www.parrot.com.