Terms & Conditions
1. Authorization: User (“You”) hereby represent and warrant that You are authorized to access and purchase from the Red8 Storefront and have the necessary authority from your employer (“Customer”) to agree to these terms and conditions and purchase the selected computer products or equipment, including installed software (collectively, “Equipment”).
2. Payment: Orders are not binding upon Red8 until accepted by Red8. You agree to pay the total purchase price for the selected Equipment plus shipping (to the extent shipping is not prepaid by you or Customer), including shipping charges that are billed to Red8 as a result of using Customer’s carrier account number, if applicable. Terms of payment are within Red8’s sole discretion. Red8 agrees to sell, and You agree to purchase the selected Equipment. All online orders with completed documentation and acceptance of terms, from both Red8 and Shopify, are final, non-cancelable orders by You or Customer.
3. Red8 Cancellation: Red8 may cancel an order with completed documentation if one more of the following events occurs: (1) the selected Equipment is out of stock; (2) Customer’s order exceeds available inventory causing significant delivery delays; (3) the Equipment is at end-of-life and will no longer be supported or warrantied by the manufacturer; (4) Customer has failed to pay any amounts when due and that failure has continued for ten (10) days after written notice from Red8; or (5) Customer has not and cannot maintain a credit level acceptable to Red8, in its sole discretion, to enable you to complete the purchase. In the event Red8 cancels an order, Red8 shall notify Customer and You within seventy-two (72) hours from the time You placed the completed order, including the reason for cancellation.
4. Transportation and Risk of Loss: Red8 will deliver the Equipment in accordance with the written shipping instructions provided by You. You will bear the risk of damage, loss, and destruction from every cause once the Equipment has been tendered to the carrier at the point of shipment. You will pay for all shipping, handling, and transit insurance charges for the Equipment to the delivery location. If after providing shipping instructions, You elect to have the Equipment sent to a different location, You shall accept all additional shipping fees associated with a change. Red8 will not insure the shipment unless requested by You.
5. Inspection: You will inspect the Equipment upon delivery and will notify Red8 of any shortage within five (5) days of the delivery of the Equipment. Your failure to notify Red8 of any shortage within the specified time period will be deemed unconditional acceptance of the Equipment. Any claim by You for damage occurring during shipment will be made directly with the carrier and will not relieve your duty to pay the sales price to Red8. No return of the Equipment to Red8 is permitted without the prior written consent of Red8.
6. Title: Title to the Equipment will vest in You upon tender of the Equipment to the carrier.
7. Taxes: You will assume all responsibility for taxes (payable at the time of sale or thereafter) related to the sale of the Equipment and the licensing of the software (except taxes based on the gross or net income of Red8). You will pay for, and will indemnify and hold Red8 harmless from, any applicable sales, use, transaction, excise or similar taxes and any federal, state or local fees or charges (including, but not limited to, environmental or similar fees), imposed on, in respect of or otherwise associated with any Equipment.
8. Force Majeure: Red8 will not be liable for delays in delivery of the Equipment for any cause beyond Red8’s reasonable control including, but not limited to: (i) government action, including without limitation laws, orders, and regulations; (ii) war, riots, civil commotion, embargoes or martial laws; (iii) strikes or other labor difficulty; (iv) fire, flood or other casualty; or (v) other contingencies of manufacture or shipment. In the event of any delay in Red8’s performance due in whole or in part to such causes, Red8 will have such additional time for performance as may be reasonably necessary under the circumstances, but this order will otherwise remain in full force and effect.
9. Warranties, Disclaimers, and Limitation of Liability: Red8 warrants that it will either be the owner of the Equipment when it is delivered, free and clear of any liens and encumbrances, or has the full right to sell the Equipment to You. To the extent permitted by applicable law and agreements, Red8 hereby assigns to You any applicable manufacturer’s warranty, if any. You recognize that Red8 is not the manufacturer of the Equipment, agree that your purchase of the Equipment is on an “as is, where is” basis and expressly waives any claim against Red8 based upon any product liability theory or infringement or alleged infringement of any Intellectual Property Rights including without limitation patent, copyright, or trademark rights with respect to the Equipment. Red8 reserves the right to adjust pricing and Equipment offerings for reasons including, but not limited to, changing market conditions, product discontinuation, product unavailability, manufacturer price changes, supplier price changes and errors in advertisements. All orders are subject to Equipment availability. Therefore, Red8 cannot guarantee that it will be able to fulfill Your orders.
THE FOREGOING WARRANTIES ARE EXPRESSLY IN LIEU OF ANY OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, AND OF ANY OTHER OBLIGATION ON THE PART OF RED8. YOU ACKNOWLEDGE THAT YOU HAVE SELECTED THE EQUIPMENT BASED ON YOUR OWN JUDGMENT AND EXPRESSLY DISCLAIMS ANY RELIANCE UPON STATEMENTS MADE BY RED8. IN NO EVENT WILL RED8 BE LIABLE FOR ANY LOSS OF REVENUE, PROFITS, SAVINGS, LOSS OF BUSINESS OR OTHER FINANCIAL LOSS, OR LOST OR CORRUPTED DATA OR FOR ANY INCIDENTAL, CONSEQUENTIAL,
INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH ANY RED8 STOREFRONT ORDER.
10. Support: Manufacturer support applicable to the Equipment will be provided directly to You by the manufacturer pursuant to the manufacturer’s support terms and conditions.
11. Use of Equipment: You will comply with the manufacturer or supplier specifications in connection with the Equipment. Certain Equipment may not be authorized by the manufacturer or supplier for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life or other serious property damage. If You use the Equipment in any such applications or fail to comply with all Equipment specifications, you acknowledge and agree that such use or non-compliance will be at your sole risk.
12. Export Compliance: You acknowledge and agree that the Equipment and any related technology subject to your order are subject to and governed by import and export control laws and regulations of the United States, the European Union and other countries including U.S. embargo and sanctions regulations and prohibitions on export for certain end uses or to certain users. You agree to comply with all such laws and regulations and will not ship, sell, divert, or otherwise transfer the Equipment to any embargoed or sanctioned country. If You export, import, or otherwise transfer the Equipment, You will comply with all applicable laws and regulations and will obtain any required authorizations and licenses.
13. Miscellaneous: Each Red8 Storefront order will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, but without regard to its conflict of laws provisions. ALL RED8 STOREFRONT TRANSACTIONS EXCLUDE THE APPLICATION OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. No provision of these Red8 Storefront Terms and Conditions may be amended or modified, unless agreed to in writing by authorized representatives of both parties. The waiver by either party of any right, claim, default, or breach of an order will not constitute a waiver of any other or subsequent right, claim, default, or breach. Those terms of these Red8 Storefront Terms and Conditions, which would, by their meaning or intent, survive the termination or expiration of an order, will survive. Terms and conditions on a purchase order or other acknowledgment form, which are in addition to, or in conflict with these Red8 Storefront Terms and Conditions, will be of no force or effect. In the event of a payment default, Customer or You, will be responsible for all of Red8’s costs of collection, including, but not limited to, court costs, filings fees and reasonable attorney’s fees.