TERMS AND CONDITIONS OF SALE


PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.

Welcome to the OPTIMUM Power Technology, L.P. ("OPTIMUM") web site ("Site"). The following terms and conditions govern the use of and purchase of products ("Products") from our Site. Purchaser agrees to be bound by and accepts these terms and conditions unless the Purchaser has signed a separate purchase agreement with OPTIMUM, in which case the separate agreement shall govern.

TERMS OF PAYMENT

Terms of payment are with OPTIMUM's sole discretion and, unless otherwise agreed to by OPTIMUM, payment must be received by OPTIMUM prior to OPTIMUM's shipment of an order. Payment shall be made by credit card, check, money order, wire transfer, or some other prearranged payment method unless credit terms have been agreed to by OPTIMUM. If credit terms are extended, invoices are due and payable within the time period noted on the invoice, measured from the date of the invoice. Purchaser agrees to pay interest on all past-due amounts at the rate of 1.5% per month. If agreed-to by the Purchaser, OPTIMUM may invoice part of an order separately. Credit card transactions are subject to verification by the issuing bank.

Orders are not binding upon OPTIMUM until accepted by OPTIMUM. Any quotations given by OPTIMUM will be valid for the period stated on the quotation.

SHIPPING INFORMATION

We have negotiated a preferred rate with UPS for Domestic and International Shipping. UPS ships to almost any physical address in the world, including both residential and business. UPS shipments, however, cannot be sent to a P.O. box. Your shipping and handling rates are guaranteed at the time of the order.

All orders are subject to availability. Orders for in-stock items will be shipped as soon as we receive verification of payment. In the event of Product shortages, we will contact you to arrange a fulfillment date that is acceptable to both parties.

You will receive an e-mail from OPTIMUM confirming receipt of your order to us, and a second alerting you when your package has been shipped from our location.

INTERNATIONAL SHIPMENTS

For your convenience, our International orders are shipped via UPS World Wide Express. ALL INTERNATIONAL SALES ARE FINAL, except in the case of a valid warranty claim.

Duties and taxes vary by country and are the responsibility of the purchaser.

NOTE: Due to circumstances beyond our control, we may not be able to ship to certain countries.

SALES TAX

There is no sales tax on Products shipped outside of Pennsylvania. For shipments in Pennsylvania, OPTIMUM will charge sales tax unless Purchaser provides OPTIMUM with a valid sales tax exemption certificate prior to OPTIMUM's shipment of the order.

LIMITED WARRANTY

OPTIMUM warrants that each Product will be free from Material Defects (as defined below) for a period of sixty (60) days from the date of Product registration. For purpose of this warranty, Material Defect shall mean any defect in a Product that can be reproduced by OPTIMUM and is in substantial nonconformity from the published specifications for such Product. This warranty applies only to the original purchaser under normal use of the Product, and only for the most current version of Product and Licensed Software (as defined below). OPTIMUM shall have no obligation to provide warranty services if the Material Defect in the Product is caused by accident, improper maintenance or calibration, operator error, malfunction of non-OPTIMUM hardware or software, modification of the Product, viruses or any other use of the Product that is not in accordance with the operating instructions for the Product.

Your sole remedy, and OPTIMUM's sole responsibility, under this warranty shall be repair or replacement (at OPTIMUM's option) of the Product, within a commercially reasonable time from notification. Replacement parts are warranted for forty-five (45) days or the remainder of the warranty period, whichever is longer.

Any claim by the Purchaser under OPTIMUM's limited warranty must be made in writing and received by OPTIMUM within the stated warranty period. Purchaser must return the Product at Purchaser expense to OPTIMUM Customer Service in accordance with the procedures outlined under the Warranty Claim Procedures section below.

If OPTIMUM, in its sole discretion, determines that the Product contains a Material Defect, this limited warranty shall apply. If it is determined by OPTIMUM that the failure was not due to a Material Defect, the Purchaser will be notified for further instructions.

OPTIMUM reserves the right to modify its warranty at any time, at its sole discretion.

EXCEPT FOR THE EXPRESS WARRANTY STATED HEREIN, OPTIMUM DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES REGARDING THE OPTIMUM PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ANY IMPLIED WARRANTIES THAT MAY BE IMPOSED BY LAW ARE LIMITED TO THE TERMS AND DURATION OF THIS EXPRESS LIMITED WARRANTY.

Some jurisdictions do not allow for the exclusion of implied warranties, so the above exclusion may not apply to you. This limited warranty gives you specific legal rights and you may also have other rights that vary by jurisdiction. You are advised to consult applicable state and federal laws for a full determination of your rights.

WARRANTY CLAIM PROCEDURES
  1. For all warranty claims, Purchasers must complete a Warranty Claim Form AND obtain a Warranty Claim Number from OPTIMUM Customer Service.
  2. Warranty Claim Forms are available on our website at http://www.optimum-power.com/, or by faxing a request to OPTIMUM Customer Service at 412-257-9011 (and providing a return fax number), or by calling OPTIMUM Customer Service at 412-257-9070 or, in the U.S. and Canada, at 800-727-9520, Monday to Friday from 8:30 am to 5:00 pm Eastern Standard Time. Customer Service representatives shall be able to provide assistance in English only.
  3. To receive an Warranty Claim Number, the completed Warranty Claim Form must then be sent to gpccustomerservice@optimum-power.com or faxed to OPTIMUM Customer Service at 412-257-9011. OPTIMUM shall email, fax or telephone you back with your Warranty Claim Number.
  4. The completed Warranty Claim Form, including the Warranty Claim Number, must be included in the return package, and the Warranty Claim Number must appear on the return address label.
  5. Ship all claims and completed paperwork to:
    OPTIMUM Power Technology
    Attn: Warranty Claims Department, Warranty Claim Number __________
    South Pittsburgh Technology Park
    3117 Washington Pike
    Bridgeville, PA 15017-1496
    USA
  6. OPTIMUM will not accept COD shipments. Returns must be pre-paid by the Purchaser. If the warranty claim is valid, OPTIMUM shall then refund Reasonable Shipping Charges to Purchaser. Reasonable Shipping Charges shall mean the amount that UPS would charge for a three-day delivery from Purchaser location.
  7. All international duty fees and duty refunds are the responsibility of the Purchaser.


SOFTWARE LICENSE

If software is provided to you by OPTIMUM, the following license terms are applicable to you. Subject to these Terms and Conditions, OPTIMUM hereby grants to you a limited, non-exclusive, non-transferable, personal license: (i) to use the Licensed Software on one GP Control engine control unit (ECU) consistent with its intended purpose; and (ii) to use any documentation ("Documentation") to support the use of the Licensed Software. Licensed Software means the software provided and all updates, patches, or fixes to the software made available to you by OPTIMUM. You shall not (i) sell, lease, assign, sublicense or transfer the Licensed Software or Documentation to any third party, (ii) use the Licensed Software separately from the Products; (iii) export the Licensed Software in violation of any applicable laws or regulations, or (iv) copy the Licensed Software or Documentation except as reasonably necessary for archival back-up purposes. If you fail to comply with any of the Terms and Conditions contained herein, all licenses granted herein shall immediately terminate, and be of no further force or effect. Upon termination, you agree to destroy all copies of the Licensed Software.

You hereby recognize and agree that OPTIMUM retains all intellectual property rights in the Licensed Software and Documentation, including without limitation, all corrections, modifications, and other derivative works thereto. You further agree that you will not reverse engineer, decompile or otherwise attempt to derive source code for the Licensed Software. If the Licensed Software is being licensed on behalf of the U.S. Government, the Licensed Software and Documentation are classified as "Commercial Computer Software" and the U.S. Government is acquiring only "Restricted Rights" as that term is defined in the Federal Acquisition Regulations ("FAR") (or any successor regulations).

UNLESS OTHERWISE INDICATED UNDER THESE TERMS AND CONDITIONS, THE LICENSED SOFTWARE IS PROVIDED "AS IS" AND OPTIMUM MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED FOR THE LICENSED SOFTWARE AND OPTIMUM SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

OPTIMUM'S ENTIRE LIABILITY ARISING FROM THE SALE OF PRODUCT, LICENSE OF SOFTWARE OR PROVISION OF SERVICES SHALL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCT. IN NO EVENT SHALL OPTIMUM BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT OPTIMUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Some jurisdictions do not allow the exclusion of liability for consequential damages, so the above exclusions may not apply to you. You are advised to consult applicable state and federal laws for a full determination of your rights.

SERVICE AND SUPPORT

OPTIMUM will provide general service and support to Purchaser, in accordance with the then-current service and support policies and conditions in effect. OPTIMUM will attempt to handle any problem involving OPTIMUM Products via telephone or e-mail.

RETURN POLICY - United States

The Purchaser may return any merchandise, except for custom-built orders. To qualify for a refund, Product returns must be received by OPTIMUM within 30 days of the invoice date. The Product must be new and unused, and in its original sealed packaging, including all accessories, and manuals, and must be unregistered. If the Product packaging has been opened or if the Product has been registered, the return cannot be accepted. Returns are subject to a 20% restocking charge. Shipping charges are not refundable unless the return is the result of OPTIMUM error. Purchaser needs to follow the Return Procedures listed below.

RETURN POLICY - All countries except for the United States

International shipments cannot be returned and are final sale, except for any Products which fall under OPTIMUM's limited warranty as described above.

RETURN PROCEDURES
  1. To return any merchandise, Purchasers must complete a Return Merchandise Authorization (RMA) form AND obtain an RMA number from OPTIMUM Customer Service.
  2. RMA forms are available on our website at http://www.optimum-power.com/, by faxing a request to OPTIMUM Customer Service at 412-257-9011 (and providing a return fax number), or by calling OPTIMUM Customer Service at 412-257-9070 or, in the U.S. and Canada, at 800-727-9520, Monday to Friday from 8:30 am to 5:00 pm Eastern Standard Time. Customer Service representatives shall be able to provide assistance in English only.
  3. To receive an RMA number, the completed RMA form must then be sent to gpccustomerservice@optimum-power.com or faxed to OPTIMUM Customer Service at 412-257-9011. OPTIMUM shall email, fax or telephone you back with your RMA number.
  4. The completed RMA form, including the RMA number, must be included in the return package, and the RMA number must appear on the return address label. Only new, unused and unregistered Products in their original, unopened packaging may be returned.
  5. Ship all returns and completed paperwork to:
    OPTIMUM Power Technology
    Attn: Returns Department, RMA Number __________
    South Pittsburgh Technology Park
    3117 Washington Pike
    Bridgeville, PA 15017-1496
    USA
  6. OPTIMUM will not accept COD shipments. Returns must be pre-paid by the Purchaser.
  7. All international duty fees are the responsibility of the Purchaser.
  8. Returns to OPTIMUM will be refunded in the form of the original payment method.


USAGE BY CHILDREN UNDER 18

OPTIMUM cannot prohibit minors from visiting this Site. OPTIMUM requires that all purchases be made by individuals 18 years of age or older. EACH TIME YOU PURCHASE A PRODUCT AT THE SITE, YOU ARE REPRESENTING TO OPTIMUM THAT YOU ARE AN INDIVIDUAL 18 YEARS OF AGE OR OVER. OPTIMUM has no intention of collecting personal information from individuals under the age of 18. If you are under the age of 18, please do not place an order or provide any information to us without parental consent.

REASONABLE CONTROL

OPTIMUM shall not be liable for any nonperformance or delay in performance caused by any act beyond its reasonable control, including but not limited to acts or omissions of third parties, unavailability of supplies, equipment failure, computer software malfunction, damage caused by any computer virus, accident or illness, adverse weather conditions, civil unrest, acts of terror, labor dispute, war, government intervention, court order or injunction.

LINKS TO OTHER WEB SITES

Links to third party Web sites on this Site are provided solely as a convenience to you. If you use these links, you will leave this Site. OPTIMUM has not reviewed all of these third party sites and does not control and is not responsible for any of these sites or their content. Thus, OPTIMUM does not endorse or make any representations about them, or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of the third party sites linked to this Site, you do so entirely at your own risk.

CHANGES IN TERMS

OPTIMUM will honor all Terms and Conditions in place at the time of purchase. OPTIMUM reserves the right to revise these Terms and Conditions at any time and at its sole discretion. Such revisions and additions shall be effective immediately.

GOVERNING LAW

These Terms and Conditions shall be governed by, and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, regardless of the choice of law rules of such state or any other jurisdiction.

HEADINGS

The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived from them.

SEVERABILITY

If any provision of these Terms and Conditions is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to comply with applicable laws, and the remainder of the Terms and Conditions shall remain in full force and effect.

WAIVER

Any failure by OPTIMUM to enforce any provision of these Terms and Conditions shall not constitute a waiver of any rights under such provision or any other provision under these Terms and Conditions.

PRIOR AGREEMENTS AND UNDERSTANDINGS

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. YOU FURTHER AGREE THAT THESE TERMS AND CONDITIONS ARE THE EXCLUSIVE STATEMENT OF AGREEMENT BETWEEN YOU AND OPTIMUM, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THESE TERMS AND CONDITIONS.