Terms of sale
Application
These Terms of Sale (the " Sale Terms") apply to the online purchases of goods (individually or collectively, " Goods") from Fusion Trade, Inc. d/b/a Rocketchips (" Rocketchips", " we" or " our") through the Rocketchips website located at www.rocketchips.com(the " Website") by you (" Authorized User", " you" or " your") on behalf of a company, institution or other entity that has successfully opened an online account on the Website and has authorized you to make such purchases on its behalf (the " Business User' ). The terms " you" and " your" below in these Sale Terms includes the Authorized User, as well and the Business User.
Changes
These Sale Terms are subject to change by Rocketchips. You should review these Sale Terms prior to purchasing any Goods that are available through the Website.
Acceptance of Sale Terms
By purchasing Goods through the Website, or by clicking to accept or agree to these Sale Terms when this option is made available to you, you accept and agree to be bound and abide by these Sale Terms. If you do not want to agree to these Sale Terms, you must not purchase any Goods through the Website.
Authority
The Authorized User hereby represent and warrants that it has been authorized by the Business User to (i) accept these Terms of Sale on Business User's behalf, and (ii) to bid on or purchase products on the Business User's behalf via the Website.
Application of Other Policies, Guidelines or Rules
Through your use of the Website, you shall be subject to any posted policies, guidelines or rules applicable to use of the Website and any services provided by the Website including, but not limited to, Rocketchips' Privacy Policy (the " Privacy Policy") and Rocketchips' Website Terms of Use (the " Terms of Use"). Rocketchips respects your privacy and is committed to protecting it. Please review the Privacy Policy at PRIVACY POLICY and the Terms of Use at TERMS OF USE. All such policies, guidelines and rules are hereby incorporated by reference into these Sale Terms.
Order Acceptance, Cancellation and Amendment
You agree that any order to purchase Goods that you submit through the Website (an " Order") is an offer to purchase, under these Sale Terms, all Goods listed in the Order. Until your Order is accepted by Rocketchips, Rocketchips will not be obligated to sell the Goods that are referred to in your Order to you. All orders received by Rocketchips are subject to revision and possible rejection by Rocketchips in its sole discretion after its electronic receipt of the same. Except as otherwise provided in these Sale Terms, an Order shall only become a firm purchase agreement upon the earlier of Rocketchips's written confirmation of such order with your Order number and details of the items you have ordered.
All orders shall be deemed non-cancellable by you, except as otherwise agreed in writing by Rocketchips in its sole discretion. If Rocketchips agrees to allow you to cancel an Order, it may condition such cancellation on the payment of a cancellation charge and/or restocking fees. Special Orders for Good not normally stocked by Rocketchips are non-cancellable and non-refundable. All Goods sold to you shall be deemed non-returnable, except for defective Goods covered by the limited warranty described below, provided that you submit a valid warranty claim within the applicable warranty period.
Given the nature of the electronics market, Rocketchips' obligations to fulfill an Order shall be conditioned on the availability of the Goods ordered in the marketplace. If Goods ordered under a confirmed Order are not available on the terms ordered, Rocketchips will promptly inform you of the same and offer to continue its attempts to source the Goods. If Rocketchips is unable to source such Goods on terms acceptable to you and Rocketchips, either your or Rocketchips may cancel the Order without penalty or liability.
Prices
All prices, discounts, and promotions posted on the Website are subject to change without notice. The price charged for Goods will be the price advertised on the Website at the time the Order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your Order confirmation. Price increases will only apply to orders placed after the time of the increase. Posted prices do not include federal, state or local taxes, duties or charges for shipping and handling. Rocketchips strives to display accurate price and availability information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
Payment Terms
Terms of payment are within our sole discretion. We accept credit card payments for all Goods purchases. We also offer a credit service, RocketCharge, that allows qualified purchasers to establish credit terms. Invoices for purchases on credit are due and payable within thirty (30) days of the invoice date. We may charge a late payment penalty of up to 1.5% per month on undisputed past due amounts, or the maximum rate permitted by law, whichever is less. Without waiving any of our other rights or remedies, we may refuse additional until all overdue amounts are paid in full. You shall be liable for all costs we incur in connection with the collection of past due amounts, included but not limited to attorneys' fees and court costs. We retain a security interest in the Goods until we have received full payment for the Goods.
Shipments; Delivery; Title and Risk of Loss
We will arrange for shipment to your of the Goods you have ordered. You will pay all shipping and handling charges unless otherwise specified in the order confirmation.Title and risk of loss pass to you upon delivery. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
Returns and Refunds
You may return to Seller any Goods that are damaged at the time of delivery or defective within the warranty period described below by obtaining a Return Material Authorization ("RMA") from Rocketchips' customer service department within thirty (30) days of your discovery of the damage or defect. No returns of any type will be accepted without an RMA number. You must return the damaged or defective Goods to Rocketchips within the period set forth in the RMA. The RMA number must be listed on all packaging containing Goods returned to Rocketchips. If you do not request an RMA within the thirty day request period, or you request an RMA for Goods that turn out not to be damaged or defective, Rocketchips may, in its sole discretion, issue an RMA and may require that you pay to Rocketchips a reasonable restocking fee as a condition of issuing to Buyer the RMA. For defective Goods, Buyer must furnish to Rocketchips a report showing the reason for failure with a valid proof of purchase and return such Goods to Rocketchips in their original condition. Rocketchips will provide shipping information for the return of all Goods subject to an RMA. You bear the risk of loss to such Goods during shipment
Refunds are processed within approximately [14] business days of our receipt of the returned Goods. Your refund will be credited back to the same payment method used to make the original purchase on the Website. WE DO NOT OFFER REFUNDS ON ANY PRODUCTS DESIGNATED ON THE WEBSITE AS NON-RETURNABLE.
Use Restrictions
Your use of Goods must comply with all manufacturer instructions or manuals provided to you are made available to you on the Website. The Goods may not be used with, or incorporated into, any nuclear or human implantation devices or applications, or in any other medical device or application in which the failure of the Goods could reasonably cause the loss of life. You agree to indemnify and hold Rocketchips harmless from any damages resulting from your breach of the forgoing use restrictions.
Limited Warranty and Disclaimers
FOR THE PURPOSES OF THIS SECTION, THE TERM "MANUFACTURER" REFERS TO THE ORIGINAL MANUFACTURER OF A GOOD WHEN IDENTIFIED. FOR NEW GOODS, ROCKETCHIPS WARRANTS THAT FOR A PERIOD OF THREE (3) YEARS FOLLOWING THE DELIVERY OF THE GOODS, THE GOODS WILL PERFORM TO THE MANUFACTURER'S STATED SPECIFICATIONS FOR FORM, FIT AND FUNCTION PROVIDED THE GOODS ARE USED FOR THEIR INTENDED PURPOSE. FOR ALL OTHER GOODS, THE GOODS ARE SOLD "AS IS" AND "WITH ALL FAULTS". THE FOREGOING WARRANTIES ARE ROCKETCHIPS' EXCLUSIVE WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED HEREIN, ROCKETCHIPS MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE GOODS, INCLUDING WITHOUT LIMITATION THE DESIGN AND CONDITION OF THE GOODS OR THEIR QUALITY, CAPACITY, SUITABILITY, CONSTRUCTION, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT ROCKETCHIPS IS ACTING SOLELY AS A THIRD PARTY DISTRIBUTOR OF THE GOODS AND THAT THE MANUFACTURER OF THE GOODS SHALL BE SOLELY RESPONSIBLE TO YOU AND THIRD PARTIES FOR ALL LIABILITY, CLAIMS, DAMAGES, OBLIGATIONS, AND COSTS AND EXPENSES RELATED TO THE GOODS. YOU AGREE TO LOOK SOLELY TO THE MANUFACTURER OF THE GOODS FOR COMPLIANCE WITH THE MANUFACTURER'S WARRANTY AND FOR ANY MAINTENANCE, SUPPORT OR REPAIR OF THE GOODS. ROCKETCHIPS ASSIGNS TO YOU ANY WARRANTY DELIVERED TO ROCKETCHIPS BY A MANUFACTURER OR OTHER VENDOR TO THE EXTENT THE ASSIGNMENT IS PERMITTED BY THE TERMS THEREOF. ROCKETCHIPS MAKES NO REPRESENTATION, COVENANT, OR WARRANTY WITH RESPECT TO THE EXTENT OR ENFORCEABILITY OF THE MANUFACTURER'S WARRANTY. NO REPAIR OR REPLACEMENT OF GOODS BY ROCKETCHIPS OR MANUFACTURER SHALL EXTEND THE WARRANTY PERIOD OF THE MANUFACTURER. ROCKETCHIPS NEITHER ASSUMES, NOR AUTHORIZES YOU, OR ANY OTHER PERSON TO ASSUME ON BEHALF OF ROCKETCHIPS ANY OTHER LIABILITIES IN CONNECTION WITH THE USE, SALE, OR RESALE OF THE GOODS. ROCKETCHIPS AGREES TO MAINTAIN INFORMATION INCLUDING SERIAL NUMBERS, LOT AND DATE CODES, AND OTHER INFORMATION ALLOWING SUITABLE IDENTIFICATION OF PRODUCT FOR WARRANTY PURPOSES.
ROCKETCHIPS EXPRESSLY DISCLAIMS ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.
YOU AFFIRM THAT ROCKETCHIPS SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER'S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.
Limitation of Liability
IN NO EVENT SHALL ROCKETCHIPS BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS OR ANY ORDER, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
ROCKETCHIP'S SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE GOODS YOU HAVE ORDERED THROUGH OUR SITE.
THE LIMITATION OF LIABILITY SET FORTH ABOVE SHALL NOT APPLY TO LIABILITY RESULTING FROM ROCKETCHIP'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
Export Control
You acknowledge that certain Goods may be subject to export, re-export, or other restrictions. You agree to comply with all applicable laws and regulations relating to the export and re-export of any such Goods you purchase from Rocketchips. As a condition to our fulfillment of any Orders, Rocketchips may require you to provide an export compliance certification in such form as may be provided by Rocketchips.
Force Majeure
No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached the Sales Terms, for any failure or delay in fulfilling or performing any Order (except for any of your obligations to make payments to Rocketchips hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's (" Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, explosion; or epidemic (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within three business days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.
Governing Law and Jurisdiction
All matters relating to the Sale Terms or any Order, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, these Sale Terms shall be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Massachusetts, in each case located in the City of Boston and County of Suffolk although we retain the right to bring any suit, action, or proceeding against you for breach of these Sale Terms in your home jurisdiction or any other relevant jurisdiction. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Arbitration
At Rocketchip's sole discretion, it may require you to submit any disputes arising from these Sale Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Massachusetts law. Any such arbitration shall be held in Boston, Massachusetts.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Assignment
You may not assign any of your rights or delegate any of your obligations under these Sale Terms without Rocketchips prior written consent. Any purported assignment or delegation in violation of this 6is null and void. No assignment or delegation relieves you of any of your obligations under these Sale Terms.
Waiver and Severability
No waiver by Rocketchips of any term or condition set out in these Sale Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Rocketchips to assert a right or provision under these Sale Terms shall not constitute a waiver of such right or provision.
If any provision of these Sale Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Sale Terms will continue in full force and effect.
Entire Agreement
These Sales Terms, our Website Terms of Use, our Privacy Policy and the terms of any accepted Order will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.