Terms of Use, Warranty, Returns, Purchase Order Terms & Conditions

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Terms of Use Agreement

Updated: October 17, 2014

Welcome! These Terms of Use (the "Terms of Use") govern your use of the Curvature.com website (together with all subpages thereunder, the "Site"). Your access to, and use of, the Site, and the services, products and networks found at or related to the Site (referred to collectively as the "Service") are subject to these Terms of Use. The terms "Company", "we," "us", or "our" shall refer to Curvature Solutions LLC and its subsidiaries, affiliates, sister and parent companies.

By using the Site, you signify that you have read, understand and agree to be bound by these Terms of Use and to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations.

We may change or modify these Terms of Use at any time without further notice and such changes or modifications will come into effect immediately upon posting to the Site. We will indicate at the top of this page the date these Terms of Use were last revised. Your continued use of the Service or the Site after any change or modification constitutes your acceptance of the new Terms of Use. If you do not agree to abide by these or any future versions of the Terms of Use, do not use or access (or continue to use or access) the Service or the Site. It is your responsibility to regularly check the Site to determine if there have been changes to these Terms of Use.

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS.

Personal Use Only
The Site and Services are made available for your personal, non-commercial use only. You may not use the Site to sell a product or service, or to increase traffic to your Web site for commercial reasons, such as advertising sales. You may not take the results from a search and reformat and display them, or mirror the Company home page or results pages on your Website. You may not "meta-search" the Site. If you want to make commercial use of the Services, you must enter into written agreement with us to do so in advance.

Submissions
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service ("Submissions"), provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. Notwithstanding the foregoing, all personally identifiable information provided to us will be treated in accordance with our privacy policy.

User Conduct
You agree that you will not distribute, post or transmit to or from this Site any Submissions that are unlawful, defamatory, harassing, threatening, libelous, obscene, pornographic or otherwise sexually explicit, scandalous, inflammatory, or other material that could give rise to any civil or criminal liability under the law.

Intellectual Property
All information, materials and other content contained on this Site (including any submissions as discussed above, "Content") are our copyrighted material. Except as stated herein, none of the Content may be used, copied, reproduced, transmitted, re-transmitted, distributed, downloaded, posted or otherwise exploited without our prior written consent.

Trademarks
"Curvature” and “NetSure” are registered trademarks of the Company. You are not permitted to use these trademarks without the Company’s prior written consent.

No Representations and Warranties
EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NONINFRINGEMENT OR ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY REGARDING THE ERROR-FREE, DISRUPTION-FREE OR INTERRUPTION-FREE NATURE OF THE SITE OR THE SERVICES.

Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, COST OF COVER, OR LOST DATA THAT ARISE IN WHOLE OR IN PART FROM YOUR USE OF, OR  INABILITY TO USE, THE SITE OR THE SERVICES, OR YOUR RELIANCE UPON THE SITE OR THE SERVICES, OR OUR PROVISION OF, OR FAILURE TO PROVIDE, THE SITE OR THE SERVICES, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, WE HAVE NO DUTY TO UPDATE THE SITE OR THE CONTENTS THEREOF. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, OR OTHERWISE) EXCEED FIVE DOLLARS ($5.00). IF YOU ARE DISSATISFIED WITH THE SITE OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE SITE AND THE SERVICES.

Governing Law; Other
The laws of the State of California, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and us or any of our affiliates. You agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in Santa Barbara, California, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of Santa Barbara, California.

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Privacy Policy

We are committed to respecting your privacy. We provide this online privacy statement to make you aware of our privacy policy and practices and of the choices you can make about the way your information is collected and used.

In general, you can visit www.curvature.com without telling us who you are or revealing any personal information about yourself.

However, there are times when we may need information from you, such as your name, business address and e-mail address. We may also ask that you respond to questions about your business and areas of interest. We will let you know before we collect any personal information from you over the Internet. When you choose to give us personal information over the Internet, we will try to let you know how we will use this information. We will also seek to take appropriate steps to protect the information you share with us, including using appropriate technology for credit card data used in electronic commerce transactions.

When we receive information about your session or about you, we may use it for research or to improve the Site and the Services. We will ask you if you want us to use that information to contact you or send you product information, special offers or other information. If you do not want us to contact you, you can choose to "unsubscribe" or "opt-out," and we will respect your wishes.

We will not sell, rent, or lease your personally identifiable information to others. We will not use or share the personally identifiable information provided to us online in ways unrelated to the ones described above without first letting you know and offering you a choice. As previously stated, we will also provide you the opportunity to let us know if you do not wish to receive unsolicited direct marketing materials from us and we will do everything we can to honor such requests. Local country laws and policies are applied where they differ from those in the U.S.

In general, IP addresses (the Internet address of a computer) are logged to track a user's session while the user remains anonymous. We analyze this data for certain trends and statistics, such as which parts of our site users are visiting and how long they spend there. In general, we do not link your IP addresses to anything personally identifiable to you.

 

 

Cookies

Some web pages on the Site use "cookies," which are small files that may be placed on your hard disk for record-keeping purposes. A cookie helps us remember who you are and can make your subsequent visits to the Site simpler and more seamless. You can set your browser to notify you when you receive a cookie, giving you the chance to decide whether or not to accept it. However, by not accepting cookies, some Web pages may not display properly or you may not be permitted to access certain information.

If you have any questions or comments about our privacy practices, or if you would like to stop receiving emails from us, or if would like to correct or update your information, please contact us by sending an e-mail to marketing@curvature.com

 

 

Links to Third Party Sites

This Site may contain links to third party websites. Access to any other website linked to this Site is at your own risk and we are not responsible for the accuracy or reliability of any information, data, opinions, advice or statements made on such third party sites. We provide these links merely as a convenience and the inclusion of such links does not imply an endorsement.

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Equipment Returns

You may return Equipment within thirty (30) days of the date on which you received the Equipment subject to a restocking fee equal to 20% of the purchase price for such Equipment. You must return such Equipment in the same condition it was in when it was initially delivered to you.

We will replace non-working or defective Equipment in accordance with the terms of our Warranty as set forth below.

If you wish to return any Equipment, you must first contact us for prior authorization and additional instructions. You may contact us at returns@curvature.com.

The return policy set forth above only applies to pre-owned and refurbished original equipment manufacturer (“OEM”) branded  equipment, OEM branded equipment acquired outside of authorized resale channels (i.e. “new in box” or “out of channel” equipment) and new Curvature branded equipment (collectively, the “Equipment”). Returns of new OEM branded equipment are subject to the return polices of the OEM.

 

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Warranty

Curvature's Equipment Warranty

This warranty applies to pre-owned and refurbished original equipment manufacturer (“OEM”) branded  equipment, OEM branded equipment acquired outside of authorized resale channels (i.e. “new in box” or “out of channel” equipment) and new Curvature branded equipment (collectively, the “Equipment”). 

Curvature warrants that the Equipment sold to Buyer will be free from defects in material and workmanship for the lifetime of such Equipment provided that the Equipment is properly used and maintained.   

During the warranty period, Curvature will replace any defective Equipment, or if it is unable to locate a suitable replacement, Curvature will repair the Equipment. If it is unable to do either, Curvature will refund the purchase price to Buyer. 

Curvature reserves the right to replace defective Equipment with the same model or with an upgraded model with comparable functionality.

Buyer must follow the return procedures described on the following page:
https://www.curvature.com/PoliciesAndWarranty#ProductReturns

Buyer must return the defective Equipment to Curvature within ten (10) days of receipt of the Replacement Equipment. Curvature shall cover the costs of shipping the defective Equipment back to Curvature.  Buyer must obtain a valid return authorization number from Curvature for all returns prior to returning Equipment.   

Curvature will pay for the costs to ship any “Repaired Equipment” or “Replacement Equipment” to the Buyer. Replacement Equipment and Repaired Equipment will be shipped using Curvature's preferred carrier, freight prepaid by Curvature. Curvature shall also cover the cost of any import duties, taxes or other similar fees, arising in connection with the shipment of such Equipment, except for any such duties, taxes or fees arising as a result of shipments to India, China, Russia or Brazil, which shall be Buyer’s responsibility.

This warranty does not apply to any failure of the Equipment as a result of misuse, abuse, accident, neglect or mishandling, lack of proper maintenance, environmental factors, improper installation or configuration, flood, fire or other natural disasters, physical damage, electrical issues such as lightning, power surges or incorrect electrical voltages, or improper modifications.

This warranty is only valid for the original purchaser of the Equipment (“Buyer”).

This warranty does not apply to any new OEM branded equipment for which Curvature is an authorized reseller or any new OEM branded equipment acquired for resale by Curvature from an authorized reseller. Warranties for such equipment are provided solely by the manufacturer of the equipment. CURVATURE EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO ANY SUCH EQUIPMENT, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WHATSOEVER. To the extent it is authorized, Curvature will pass through to the Buyer any transferable warranties. Curvature’s sole responsibility with respect to any such warranties is to provide Buyer with reasonable assistance in its efforts to have the manufacturer honor the warranties.

This warranty does not apply to any products purchased in wholesale transactions. This warranty does not cover software products, batteries, licenses or any services, including SMARTnet and NetSure maintenance services. Curvature disclaims any warranty, express or implied, for such goods and services, except as separately agreed to in writing by Curvature.

EXCEPT AS SET FORTH ABOVE, OR AS OTHERWISE AGREED TO BY CURVATURE IN WRITING, CURVATURE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH REGARD TO THE EQUIPMENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY, OR NON-INFRINGEMENT.

THE REMEDY OF REPAIR, REPLACEMENT OR REFUND, AS DETERMINED IN CURVATURE’S SOLE DISCRETION, WILL BE THE EXCLUSIVE AND SOLE REMEDY OF BUYER WITH RESPECT TO ANY CLAIMS BASED ON THE EQUIPMENT.  IN NO EVENT SHALL CURVATURE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONTINGENT, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS OF OTHER PROPERTY OR GOODS, LOSS OF PROFITS OR REVENUE OR LOSS OF USE.

THE LIFETIME WARRANTY COVERAGE SET FORTH ABOVE TERMINATES UPON THE SALE OR TRANSFER OF THE EQUIPMENT BY BUYER TO ANOTHER PARTY.

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Selling Equipment to Curvature

We honor our commitments and we expect anyone who sells us equipment to do the same. If we buy equipment from you and such equipment is not in good physical and working condition with valid serial numbers, we expect you to refund all amounts we paid for such equipment. We will only buy equipment from legitimate suppliers who are able to convey to us clear and free title to the equipment.

To request a bid for your equipment, click here.


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Curvature LLC Purchase Order Terms and Conditions for North America and South America

  1. General Application. These terms and conditions and the Purchase Order to which they are attached (together, the “Agreement”) govern the purchase of the equipment, software and services specified in the Purchase Order by Curvature LLC (“Curvature”) from the person or entity identified as the seller in the Purchase Order (“Seller”). Any services specified on the Purchase Order are referred to herein as the “Services” and any equipment or software specified on the Purchase Order is referred to herein collectively as the “Goods”.  By accepting the Purchase Order, Seller agrees to be bound by these terms and conditions. Notwithstanding the foregoing, if Curvature and Seller have entered into a written agreement applicable to the Goods and Services then such agreement shall govern the Purchase Order and these terms and conditions shall be inapplicable.
  2. Purchase and Sale; Delivery Date; Expiration. Curvature hereby agrees to buy the Goods and Services from Seller and Seller hereby agrees to sell the Goods and Services to Curvature. Seller shall deliver the Goods to Curvature by the delivery date indicated on the Purchase Order. If Seller fails to deliver the Goods to Curvature by the delivery date set forth in the Purchase Order, or within thirty (30) days of the date of the Purchase Order if no delivery date is set forth therein, Curvature may cancel the Purchase Order in which case Curvature shall not be obligated to purchase the Goods. 
  3. Prices and Payment; Taxes. The agreed upon price for the Goods and Services is set forth in the Purchase Order.  Payment shall be due as set forth in the Purchase Order, or, if not set forth in the Purchase Order, payment shall be due on the later of (a) thirty (30) days from Curvature’s receipt of Seller’s invoice and (b) the expiration of the Inspection Period.  Curvature shall be responsible for all taxes imposed by any governmental authority relating to the purchase of the Goods and Services, except for any such taxes based on Seller’s income, and all such taxes shall be set forth on the applicable invoice. Seller shall remit all such taxes to the proper taxing authority.  
  4. Shipment; Title and Risk of Loss. Unless otherwise set forth in the Purchase Order, Curvature shall be responsible for shipping and handling which are additional costs and will be set forth as a separate charge on the Purchase Order.  Title and risk of loss shall pass to Curvature, and delivery shall be deemed completed, upon delivery of the Goods to Curvature at the location specified on the Purchase Order. Seller shall securely package the Goods to prevent damage in transit.
  5. Inspection and Acceptance of Goods. Upon delivery of the Goods, Curvature shall have a period of fourteen (14) days (the “Inspection Period”) within which to inspect the Goods to confirm that there are no material defects and that the Goods conform to the requirements of this Agreement, and any documentation provided by Seller or the OEM.  Curvature may reject any defective or otherwise nonconforming Goods. By way of clarification, any Goods that display an "Ilet authentication", "SMC message" and/or "credential file" error or field notice shall be considered defective and will be rejected by Curvature. Curvature may reject Goods by delivering written notice of rejection to Seller during the Inspection Period.  Curvature shall not be required to pay for any such rejected Goods and Seller shall promptly refund any payments previously made by Curvature with respect to such Goods. Seller must arrange for the prompt return shipment of such rejected Goods at Seller’s expense. Failure by Curvature to inspect the Goods and/or deliver written notice of rejection to Seller within the Inspection Period shall constitute Curvature’s acceptance of the Goods, subject to the terms and conditions of this Agreement. For the avoidance of doubt, Goods shall not be deemed to have been received by Curvature until they have cleared customs and been delivered to Curvature at the delivery address set forth on the Purchase Order.
  6. Goods and Services Warranty. Seller represents and warrants as follows: (i) Seller owns all right, title and interest in and to the Goods, free and clear of any liens, claims, encumbrances or restrictions, and will convey the same to Curvature, (ii) the Goods are in good operating condition and of good, usable and merchantable quality, and conform to all documentation provided by Seller or the manufacturer indicated on the Purchase Order, and (iii) the Goods are genuine product of the manufacturer indicated on the Purchase Order, include only authorized and genuine trademarks and technologies, and are properly available for import into and sale within the country identified in the Ship To address on the Purchase Order. If the Goods are new, Seller shall either pass on the original manufacturer’s standard warranty on the Goods, or honor such warranty itself if it is unable to pass it on. If the Goods are used, Seller shall pass on the original manufacturer’s standard warranty on the Goods to the extent it is able to do so and, if it is unable to do so, Seller shall honor such warranty itself for no less than thirty (30) days from the date of delivery of the Goods; provided however, that if Seller’s standard warranty period on used Goods is longer than thirty (30) days, or if Seller has agreed in writing elsewhere with Curvature to a longer warranty period, then such longer warranty period shall apply. Seller represents and warrants that it will perform the Services in a professional manner in accordance with industry standards and all applicable laws, and that it has the required expertise to do so.
  7. Representations and Warranties. Each party represents and warrants to the other that (a) it has the full authority and power to enter into this Agreement, (b) the execution and performance of this Agreement will not violate any of its obligations to, or any rights of, any third party, or violate any applicable laws and (c) when executed, the Agreement will be binding on it. Seller further represents and warrants that (a) the sale of the Goods and/or Services will not violate Seller’s contractual obligations, if any, to any manufacturer, partner, or other third party; and (b) it has made no misrepresentations to any manufacturer, partner, or other third party in connection with its acquisition of the Goods. 
  8. Disclaimer. Except as otherwise stated in Sections 6 and 7, neither party makes any other representations or warranties of any kind, either express or implied.
  9. Indemnification. Seller shall indemnify, defend and hold Curvature and its affiliates, and its and their respective directors, officers and employees, harmless from any claims, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorney’s fees and court costs) arising out of (a) Seller’s breach of any of its obligations, representations or warranties under this Agreement, and (b) any claims that the Goods or Services infringe upon the intellectual property rights of any third party.  
  10. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, exclusive of conflicts of law provisions that would permit or require the application of the laws of another jurisdiction.  
  11. Dispute Resolution and Arbitration. Any claim, dispute or controversy arising out of or relating to the Goods and Services or this Agreement shall be resolved exclusively by binding arbitration in Los Angeles, California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. 
  12. Notices. Any notice, approval or other communication to the other party under this Agreement must be submitted by facsimile, email, overnight express mail or certified or registered mail (postage prepaid, return receipt requested) to the contact details provided by the other party in the Purchase Order and shall be effective upon receipt.
  13. Miscellaneous. If either party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party's non-performance shall be excused until such time as the cause of such non-performance has ended. Notwithstanding the foregoing, if such an event continues for more than ten (10) days, the other party shall be permitted to terminate this Agreement in its discretion. This Agreement is made solely for the benefit of Curvature and Seller and their respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement.  The waiver of a provision, covenant, condition or right, or an extension of time, will be effective only if made in writing, and will not be construed as a subsequent waiver of the same or any other provision, covenant, condition or right, or an extension of any other time.  Except as may be set forth in a written agreement signed between Curvature and Seller, this Agreement constitutes the final, complete, and exclusive statement of the terms of the purchase and sale of the Goods and Services between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties.  In the event any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable part had been severed and deleted.  The prevailing party in any action, suit, arbitration or proceeding arising from or based upon this Agreement shall be entitled to recover its reasonable attorneys' fees in connection therewith in addition to the costs of such action, suit, or proceeding. The headings in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement. 

 

 

Curvature LLC Purchase Order Terms and Conditions for Europe

  1. General Application. These terms and conditions and the Purchase Order to which they are attached (together, the “Agreement”) govern the purchase of the equipment, software and services specified in the Purchase Order by Curvature LLC (“Curvature”) from the person or entity identified as the seller in the Purchase Order (“Seller”). Any services specified on the Purchase Order are referred to herein as the “Services” and any equipment or software specified on the Purchase Order is referred to herein collectively as the “Goods”.  By accepting the Purchase Order, Seller agrees to be bound by these terms and conditions. Notwithstanding the foregoing, if Curvature and Seller have entered into a written agreement applicable to the Goods and Services then such agreement shall govern the Purchase Order and these terms and conditions shall be inapplicable.
  2. Purchase and Sale; Delivery Date; Expiration. Curvature hereby agrees to buy the Goods and Services from Seller and Seller hereby agrees to sell the Goods and Services to Curvature. Seller shall deliver the Goods to Curvature by the delivery date indicated on the Purchase Order. If Seller fails to deliver the Goods to Curvature by the delivery date set forth in the Purchase Order, or within thirty (30) days of the date of the Purchase Order if no delivery date is set forth therein, Curvature may cancel the Purchase Order in which case Curvature shall not be obligated to purchase the Goods. 
  3. Prices and Payment; Taxes. The agreed upon price for the Goods and Services is set forth in the Purchase Order.  Payment shall be due as set forth in the Purchase Order, or, if not set forth in the Purchase Order, payment shall be due on the later of (a) thirty (30) days from Curvature’s receipt of Seller’s invoice and (b) the expiration of the Inspection Period.  Curvature shall be responsible for all taxes, imposed by any governmental authority relating to the purchase of the Goods and Services, except for any such taxes based on Seller’s income, and all such taxes shall be set forth on the applicable invoice. Seller shall remit all such taxes to the proper taxing authority.  
  4. Shipment; Title and Risk of Loss. Unless otherwise set forth in the Purchase Order, Curvature shall be responsible for shipping and handling which are additional costs and will be set forth as a separate charge on the Purchase Order.  Title and risk of loss shall pass to Curvature, and delivery shall be deemed completed, upon delivery of the Goods to Curvature at the location specified on the Purchase Order. Seller shall securely package the Goods to prevent damage in transit.
  5. Inspection and Acceptance of Goods. Upon delivery of the Goods, Curvature shall have a period of fourteen (14) days (the “Inspection Period”) within which to inspect the Goods to confirm that there are no material defects and that the Goods conform to the requirements of this Agreement, and any documentation provided by Seller or the OEM.  Curvature may reject any defective or otherwise nonconforming Goods. By way of clarification, any Goods that display an "Ilet authentication", "SMC message" and/or "credential file" error or field notice shall be considered defective and will be rejected by Curvature. Curvature may reject Goods by delivering written notice of rejection to Seller during the Inspection Period.  Curvature shall not be required to pay for any such rejected Goods and Seller shall promptly refund any payments previously made by Curvature with respect to such Goods. Seller must arrange for the prompt return shipment of such rejected Goods at Seller’s expense. Failure by Curvature to inspect the Goods and/or deliver written notice of rejection to Seller within the Inspection Period shall constitute Curvature’s acceptance of the Goods, subject to the terms and conditions of this Agreement. For the avoidance of doubt, Goods shall not be deemed to have been received by Curvature until they have cleared customs and been delivered to Curvature at the delivery address set forth on the Purchase Order.
  6. Goods and Services Warranty. Seller represents and warrants as follows: (i) Seller owns all right, title and interest in and to the Goods, free and clear of any liens, claims, encumbrances or restrictions, and will convey the same to Curvature, (ii) the Goods are in good operating condition and of good, usable and merchantable quality, and conform to all documentation provided by Seller or the manufacturer indicated on the Purchase Order, and (iii) the Goods are genuine product of the manufacturer indicated on the Purchase Order, include only authorized and genuine trademarks and technologies, and are properly available for import into and sale within the country identified in the Ship To address on the Purchase Order. If the Goods are new, Seller shall either pass on the original manufacturer’s standard warranty on the Goods, or honor such warranty itself if it is unable to pass it on. If the Goods are used, Seller shall pass on the original manufacturer’s standard warranty on the Goods to the extent it is able to do so and, if it is unable to do so, Seller shall honor such warranty itself for no less than thirty (30) days from the date of delivery of the Goods; provided however, that if Seller’s standard warranty period on used Goods is longer than thirty (30) days, or if Seller has agreed in writing elsewhere with Curvature to a longer warranty period, then such longer warranty period shall apply. Seller represents and warrants that it will perform the Services in a professional manner in accordance with industry standards and all applicable laws, and that it has the required expertise to do so.
  7. Representations and Warranties.  Each party represents and warrants to the other that (a) it has the full authority and power to enter into this Agreement, (b) the execution and performance of this Agreement will not violate any of its obligations to, or any rights of, any third party, or violate any applicable laws and (c) when executed, the Agreement will be binding on it. Seller further represents and warrants that (a) the sale of the Goods and/or Services will not violate Seller’s contractual obligations, if any, to any manufacturer, partner, or other third party; and (b) it has made no misrepresentations to any manufacturer, partner, or other third party in connection with its acquisition of the Goods. 
  8. Disclaimer. Except as otherwise stated in Sections 6 and 7, neither party makes any other representations or warranties of any kind, either express or implied.
  9. Indemnification. Seller shall indemnify, defend and hold Curvature and its affiliates, and its and their respective directors, officers and employees, harmless from any claims, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorney’s fees and court costs) arising out of (a) Seller’s breach of any of its obligations, representations or warranties under this Agreement, and (b) any claims that the Goods or Services infringe upon the intellectual property rights of any third party.  
  10. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of England and Wales, exclusive of conflicts of law provisions that would permit or require the application of the laws of another jurisdiction.  
  11. Dispute Resolution and Arbitration. Any claim, dispute or controversy arising out of or relating to the Goods and Services or this Agreement (shall be resolved exclusively by binding arbitration in London, England. The arbitration shall be governed by the Arbitration Act 1996.
  12. Notices. Any notice, approval or other communication to the other party under this Agreement must be submitted by facsimile, email, overnight express mail or certified or registered mail (postage prepaid, return receipt requested) to the contact details provided by the other party in the Purchase Order and shall be effective upon receipt.
  13. Miscellaneous. If either party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party's non-performance shall be excused until such time as the cause of such non-performance has ended. Notwithstanding the foregoing, if such an event continues for more than ten (10) days, the other party shall be permitted to terminate this Agreement in its discretion. This Agreement is made solely for the benefit of Curvature and Seller and their respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement.  The waiver of a provision, covenant, condition or right, or an extension of time, will be effective only if made in writing, and will not be construed as a subsequent waiver of the same or any other provision, covenant, condition or right, or an extension of any other time.  Except as may be set forth in a written agreement signed between Curvature and Seller, this Agreement constitutes the final, complete, and exclusive statement of the terms of the purchase and sale of the Goods and Services between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties.  In the event any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable part had been severed and deleted.  The prevailing party in any action, suit, arbitration or proceeding arising from or based upon this Agreement shall be entitled to recover its reasonable attorneys' fees in connection therewith in addition to the costs of such action, suit, or proceeding. The headings in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement.

 

 

Curvature Singapore Pte. Ltd. Purchase Order Terms and Conditions

  1. General Application. These terms and conditions and the Purchase Order to which they are attached (together, the “Agreement”) govern the purchase of the equipment, software and services specified in the Purchase Order by Curvature Solutions Pte. Ltd. (“Curvature”) from the person or entity identified as the seller in the Purchase Order (“Seller”). Any services specified on the Purchase Order are referred to herein as the “Services” and any equipment or software specified on the Purchase Order is referred to herein collectively as the “Goods”.  By accepting the Purchase Order, Seller agrees to be bound by these terms and conditions. Notwithstanding the foregoing, if Curvature and Seller have entered into a written agreement applicable to the Goods and Services then such agreement shall govern the Purchase Order and these terms and conditions shall be inapplicable.
  2. Purchase and Sale; Delivery Date; Expiration. Curvature hereby agrees to buy the Goods and Services from Seller and Seller hereby agrees to sell the Goods and Services to Curvature. Seller shall deliver the Goods to Curvature by the delivery date indicated on the Purchase Order. If Seller fails to deliver the Goods to Curvature by the delivery date set forth in the Purchase Order, or within thirty (30) days of the date of the Purchase Order if no delivery date is set forth therein, Curvature may cancel the Purchase Order in which case Curvature shall not be obligated to purchase the Goods. 
  3. Prices and Payment; Taxes. The agreed upon price for the Goods and Services is set forth in the Purchase Order.  Payment shall be due as set forth in the Purchase Order, or, if not set forth in the Purchase Order, payment shall be due on the later of (a) thirty (30) days from Curvature’s receipt of Seller’s invoice and (b) the expiration of the Inspection Period.  Curvature shall be responsible for all taxes, imposed by any governmental authority relating to the purchase of the Goods and Services, except for any such taxes based on Seller’s income, and all such taxes shall be set forth on the applicable invoice. Seller shall remit all such taxes to the proper taxing authority.  
  4. Shipment; Title and Risk of Loss. Unless otherwise set forth in the Purchase Order, Curvature shall be responsible for shipping and handling which are additional costs and will be set forth as a separate charge on the Purchase Order.  Title and risk of loss shall pass to Curvature, and delivery shall be deemed completed, upon delivery of the Goods to Curvature at the location specified on the Purchase Order. Seller shall securely package the Goods to prevent damage in transit.
  5. Inspection and Acceptance of Goods. Upon delivery of the Goods, Curvature shall have a period of fourteen (14) days (the “Inspection Period”) within which to inspect the Goods to confirm that there are no material defects and that the Goods conform to the requirements of this Agreement, and any documentation provided by Seller or the OEM.  Curvature may reject any defective or otherwise nonconforming Goods. By way of clarification, any Goods that display an "Ilet authentication", "SMC message" and/or "credential file" error or field notice shall be considered defective and will be rejected by Curvature. Curvature may reject Goods by delivering written notice of rejection to Seller during the Inspection Period.  Curvature shall not be required to pay for any such rejected Goods and Seller shall promptly refund any payments previously made by Curvature with respect to such Goods. Seller must arrange for the prompt return shipment of such rejected Goods at Seller’s expense. Failure by Curvature to inspect the Goods and/or deliver written notice of rejection to Seller within the Inspection Period shall constitute Curvature’s acceptance of the Goods, subject to the terms and conditions of this Agreement. For the avoidance of doubt, Goods shall not be deemed to have been received by Curvature until they have cleared customs and been delivered to Curvature at the delivery address set forth on the Purchase Order.
  6. Goods and Services Warranty. Seller represents and warrants as follows: (i) Seller owns all right, title and interest in and to the Goods, free and clear of any liens, claims, encumbrances or restrictions, and will convey the same to Curvature, (ii) the Goods are in good operating condition and of good, usable and merchantable quality, and conform to all documentation provided by Seller or the manufacturer indicated on the Purchase Order, and (iii) the Goods are genuine product of the manufacturer indicated on the Purchase Order, include only authorized and genuine trademarks and technologies, and are properly available for import into and sale within the country identified in the Ship To address on the Purchase Order.  If the Goods are new, Seller shall either pass on the original manufacturer’s standard warranty on the Goods, or honor such warranty itself if it is unable to pass it on. If the Goods are used, Seller shall pass on the original manufacturer’s standard warranty on the Goods to the extent it is able to do so and, if it is unable to do so, Seller shall honor such warranty itself for no less than thirty (30) days from the date of delivery of the Goods; provided however, that if Seller’s standard warranty period on used Goods is longer than thirty (30) days, or if Seller has agreed in writing elsewhere with Curvature to a longer warranty period, then such longer warranty period shall apply.  Seller represents and warrants that it will perform the Services in a professional manner in accordance with industry standards and all applicable laws, and that it has the required expertise to do so.
  7. Representations and Warranties.  Each party represents and warrants to the other that (a) it has the full authority and power to enter into this Agreement, (b) the execution and performance of this Agreement will not violate any of its obligations to, or any rights of, any third party, or violate any applicable laws and (c) when executed, the Agreement will be binding on it. Seller further represents and warrants that (a) the sale of the Goods and/or Services will not violate Seller’s contractual obligations, if any, to any manufacturer, partner, or other third party; and (b) it has made no misrepresentations to any manufacturer, partner, or other third party in connection with its acquisition of the Goods. 
  8. Disclaimer. Except as otherwise stated in Sections 6 and 7, neither party makes any other representations or warranties of any kind, either express or implied.
  9. Indemnification. Seller shall indemnify, defend and hold Curvature and its affiliates, and its and their respective directors, officers and employees, harmless from any claims, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorney’s fees and court costs) arising out of (a) Seller’s breach of any of its obligations, representations or warranties under this Agreement, and (b) any claims that the Goods or Services infringe upon the intellectual property rights of any third party.
  10. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of Singapore.  
  11. Dispute Resolution and Arbitration. Any claim, dispute or controversy arising out of or relating to the Goods and Services or this Agreement (collectively, the "Claims") shall be resolved exclusively by binding arbitration in accordance with the Arbitration Rules of the Singapore Arbitration Centre.   The Tribunal shall consist of three (3) arbitrators.  Each party shall nominate one arbitrator, and the third arbitrator shall be appointed by the two so appointed.  The language of the arbitration shall be English.  The Tribunal shall give a written record of the Award and the reasons therefor.  
  12. Notices. Any notice, approval or other communication to the other party under this Agreement must be submitted by facsimile, email, overnight express mail or certified or registered mail (postage prepaid, return receipt requested) to the contact details provided by the other party in the Purchase Order and shall be effective upon receipt.
  13. Miscellaneous. If either party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party's non-performance shall be excused until such time as the cause of such non-performance has ended. Notwithstanding the foregoing, if such an event continues for more than ten (10) days, the other party shall be permitted to terminate this Agreement in its discretion. This Agreement is made solely for the benefit of Curvature and Seller and their respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement.  The waiver of a provision, covenant, condition or right, or an extension of time, will be effective only if made in writing, and will not be construed as a subsequent waiver of the same or any other provision, covenant, condition or right, or an extension of any other time.  Except as may be set forth in a written agreement signed between Curvature and Seller, this Agreement constitutes the final,complete, and exclusive statement of the terms of the purchase and sale of the Goods and Services between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties.  In the event any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable part had been severed and deleted.  The prevailing party in any action, suit, arbitration or proceeding arising from or based upon this Agreement shall be entitled to recover its reasonable attorneys' fees in connection therewith in addition to the costs of such action, suit, or proceeding. The headings in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement.

 

 

Curvature Japan G.K. Purchase Order Terms and Conditions

  1. General Application. These terms and conditions and the Purchase Order to which they are attached (together, the “Agreement”) govern the purchase of the equipment, software and services specified in the Purchase Order by Curvature Japan G.K. (“Curvature”) from the person or entity identified as the seller in the Purchase Order (“Seller”). Any services specified on the Purchase Order are referred to herein as the “Services” and any equipment or software specified on the Purchase Order is referred to herein collectively as the “Goods”.  By accepting the Purchase Order, Seller agrees to be bound by these terms and conditions. Notwithstanding the foregoing, if Curvature and Seller have entered into a written agreement applicable to the Goods and Services then such agreement shall govern the Purchase Order and these terms and conditions shall be inapplicable.
  2. Purchase and Sale; Delivery Date; Expiration. Curvature hereby agrees to buy the Goods and Services from Seller and Seller hereby agrees to sell the Goods and Services to Curvature. Seller shall deliver the Goods to Curvature by the delivery date indicated on the Purchase Order. If Seller fails to deliver the Goods to Curvature by the delivery date set forth in the Purchase Order, or within thirty (30) days of the date of the Purchase Order if no delivery date is set forth therein, Curvature may cancel the Purchase Order in which case Curvature shall not be obligated to purchase the Goods. 
  3. Prices and Payment; Taxes. The agreed upon price for the Goods and Services is set forth in the Purchase Order.  Payment shall be due as set forth in the Purchase Order, or, if not set forth in the Purchase Order, payment shall be due on the later of (a) thirty (30) days from Curvature’s receipt of Seller’s invoice and (b) the expiration of the Inspection Period.  Curvature shall be responsible for all taxes, imposed by any governmental authority relating to the purchase of the Goods and Services, except for any such taxes based on Seller’s income, and all such taxes shall be set forth on the applicable invoice. Seller shall remit all such taxes to the proper taxing authority.  
  4. Shipment; Title and Risk of Loss. Unless otherwise set forth in the Purchase Order, Curvature shall be responsible for shipping and handling which are additional costs and will be set forth as a separate charge on the Purchase Order.  Title and risk of loss shall pass to Curvature, and delivery shall be deemed completed, upon delivery of the Goods to Curvature at the location specified on the Purchase Order. Seller shall securely package the Goods to prevent damage in transit.
  5. Inspection and Acceptance of Goods. Upon delivery of the Goods, Curvature shall have a period of fourteen (14) days (the “Inspection Period”) within which to inspect the Goods to confirm that there are no material defects and that the Goods conform to the requirements of this Agreement, and any documentation provided by Seller or the OEM.  Curvature may reject any defective or otherwise nonconforming Goods. By way of clarification, any Goods that display an "Ilet authentication", "SMC message" and/or "credential file" error or field notice shall be considered defective and will be rejected by Curvature. Curvature may reject Goods by delivering written notice of rejection to Seller during the Inspection Period.  Curvature shall not be required to pay for any such rejected Goods and Seller shall promptly refund any payments previously made by Curvature with respect to such Goods. Seller must arrange for the prompt return shipment of such rejected Goods at Seller’s expense. Failure by Curvature to inspect the Goods and/or deliver written notice of rejection to Seller within the Inspection Period shall constitute Curvature’s acceptance of the Goods, subject to the terms and conditions of this Agreement. For the avoidance of doubt, Goods shall not be deemed to have been received by Curvature until they have cleared customs and been delivered to Curvature at the delivery address set forth on the Purchase Order.
  6. Goods and Services Warranty. Seller represents and warrants as follows: (i) Seller owns all right, title and interest in and to the Goods, free and clear of any liens, claims, encumbrances or restrictions, and will convey the same to Curvature, (ii) the Goods are in good operating condition and of good, usable and merchantable quality, and conform to all documentation provided by Seller or the manufacturer indicated on the Purchase Order, and (iii) the Goods are genuine product of the manufacturer indicated on the Purchase Order, include only authorized and genuine trademarks and technologies, and are properly available for import into and sale within the country identified in the Ship To address on the Purchase Order. If the Goods are new, Seller shall either pass on the original manufacturer’s standard warranty on the Goods, or honor such warranty itself if it is unable to pass it on. If the Goods are used, Seller shall pass on the original manufacturer’s standard warranty on the Goods to the extent it is able to do so and, if it is unable to do so, Seller shall honor such warranty itself for no less than thirty (30) days from the date of delivery of the Goods; provided however, that if Seller’s standard warranty period on used Goods is longer than thirty (30) days, or if Seller has agreed in writing elsewhere with Curvature to a longer warranty period, then such longer warranty period shall apply. Seller represents and warrants that it will perform the Services in a professional manner in accordance with industry standards and all applicable laws, and that it has the required expertise to do so.
  7. Representations and Warranties.  Each party represents and warrants to the other that (a) it has the full authority and power to enter into this Agreement, (b) the execution and performance of this Agreement will not violate any of its obligations to, or any rights of, any third party, or violate any applicable laws and (c) when executed, the Agreement will be binding on it. Seller further represents and warrants that (a) the sale of the Goods and/or Services will not violate Seller’s contractual obligations, if any, to any manufacturer, partner, or other third party; and (b) it has made no misrepresentations to any manufacturer, partner, or other third party in connection with its acquisition of the Goods. 
  8. Disclaimer. Except as otherwise stated in Sections 6 and 7, neither party makes any other representations or warranties of any kind, either express or implied.
  9. Indemnification. Seller shall indemnify, defend and hold Curvature and its affiliates, and its and their respective directors, officers and employees, harmless from any claims, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorney’s fees and court costs) arising out of (a) Seller’s breach of any of its obligations, representations or warranties under this Agreement, and (b) any claims that the Goods or Services infringe upon the intellectual property rights of any third party.
  10. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of Japan.  
  11. Dispute Resolution and Arbitration. All disputes, controversies or differences which may arise between the parties hereto, out of or in relation to or in connection with this Agreement shall be finally settled by arbitration in Tokyo in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association.  
  12. Notices. Any notice, approval or other communication to the other party under this Agreement must be submitted by facsimile, email, overnight express mail or certified or registered mail (postage prepaid, return receipt requested) to the contact details provided by the other party in the Purchase Order and shall be effective upon receipt.
  13. Miscellaneous. If either party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party's non-performance shall be excused until such time as the cause of such non-performance has ended. Notwithstanding the foregoing, if such an event continues for more than ten (10) days, the other party shall be permitted to terminate this Agreement in its discretion. This Agreement is made solely for the benefit of Curvature and Seller and their respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement.  The waiver of a provision, covenant, condition or right, or an extension of time, will be effective only if made in writing, and will not beconstrued as a subsequent waiver of the same or any other provision, covenant, condition or right, or an extension of any other time.  Except as may be set forth in a written agreement signed between Curvature and Seller, this Agreement constitutes the final, complete, and exclusive statement of the terms of the purchase and sale of the Goods and Services between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties.  In the event any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable part had been severed and deleted.  The prevailing party in any action, suit, arbitration or proceeding arising from or based upon this Agreement shall be entitled to recover its reasonable attorneys' fees in connection therewith in addition to the costs of such action, suit, or proceeding. The headings in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement.

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