Sales Terms and Conditions

This site contains the terms and conditions that apply to any purchase from Sneckie Ltd. ("Sneckie") that will be provided to you ("Customer") on orders for products. By accepting delivery of the products described on the invoice, Customer agrees to be bound by and accepts these terms and conditions. THESE TERMS AND CONDITIONS WILL APPLY (i) UNLESS THE CUSTOMER HAS SIGNED A SEPARATE FORMAL PURCHASE AGREEMENT WITH Sneckie IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (ii) UNLESS OTHER Sneckie STANDARD TERMS APPLY TO THE TRANSACTION. These terms and conditions are subject to change without prior written notice at any time in Sneckie's sole discretion.

1. DELIVERY. All sales are E.X.W. Inverness unless otherwise agreed and liability and risk of loss or damage thereto shall pass to Customer upon Sneckie's tender of delivery of the products to the carrier, and any loss or damage thereafter shall not relieve the Customer from any obligation hereunder.

2. TITLE AND SECURITY. Title to products shall remain with Sneckie as security until payment in full for such product is received by Sneckie. To secure the full payment and performance by the Customer of its liabilities and performance hereunder, (i) Sneckie reserves for itself, and Customer grants to Sneckie a security interest in the products and all proceeds thereof; (ii) Customer agrees to execute all financing statements or other documents necessary to further reflect the grant or perfection of the security interest; and (iii) if Customer refuses or fails to execute any such documents, Sneckie is hereby appointed as Customer's attorney-in-fact to execute any such documents on Customer's behalf.

3. PAYMENT TERMS. All invoices are due and payable thirty (30) days from date of invoice. No discounts are authorized. Shipment and performance of work shall at all times be subject to Sneckie's credit department and Sneckie may at any time decline to make any shipments or perform any work except upon receipt of payment or terms and conditions satisfactory to Sneckie. If in the judgment of Sneckie, the financial condition of Customer at any time does not justify continuation of production or shipment on the terms of payment originally specified, Sneckie may require full or partial payment in advance and in the event of bankruptcy or insolvency of Customer or in the event that a proceeding is brought by or against Customer under any bankruptcy or insolvency laws, Sneckie shall be entitled to cancel any order then outstanding.

4. TAXES. The price does not include applicable British or state sales or use taxes, export or import charges, transportation or insurance charges, custom and duty fees, personal property or similar taxes, if any. All such taxes shall be paid by the Customer. Any tax Sneckie may be required to collect or pay upon the sale or delivery of the products shall be paid by Customer to Sneckie unless Customer provides direct payment authority or an exemption certificate valid in the state to which the products will be shipped.

5. SOFTWARE LICENSES. Subject to the terms and conditions of this Agreement, Sneckie grants to Customer, during the term of this Agreement, a nonexclusive, nontransferable, non-sublicensable license ("License") to use the Sneckie software only as described in the Sneckie End User Software License(s). ALL SOFTWARE FEES ARE NON-REFUNDABLE.

6. WARRANTY. Unless otherwise stated in writing, all products are sold subject to the Sneckie warranty in effect for such products at the time of acceptance of Customer's purchase order by Sneckie, a copy of such warranty will be furnished upon request. THE EXPRESSED WARRANTIES SET FORTH IN THE Sneckie WARRANTY ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH OTHER WARRANTIES ARE HEREBY DISCLAIMED AND EXCLUDED BY Sneckie.

7. LIMITATION OF LIABILITY. In no event shall Sneckie's total liability to Customer (in connection with this transaction) for all damages exceed the amount (if any) actually paid by Customer to Sneckie hereunder. In no event shall Sneckie be liable for costs of procurement of substitute goods by Customer, any lost profits, loss of use, incidental, consequential or special damages or any other damages, even if Sneckie has been informed of such loss or damage. THE STATED EXPRESS WARRANTIES ABOVE ARE IN LIEU OF ALL OBLIGATIONS AND LIABILITIES ON THE PART OF Sneckie FOR DAMAGES, INCLUDING BUT NOT LIMITED TO SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE PRODUCTS.

8. INDEMNIFICATION BY Sneckie. Sneckie agrees to indemnify, defend and hold Customer harmless from any and all damages finally awarded against Customer as a result of any judgment against Customer which claims that Products infringe any patent, provided Customer promptly notifies Sneckie in writing of the claim, and grants to Sneckie the sole control of the defense of any action and all negotiations for settlement and compromise. Sneckie shall not be liable for any claim of infringement based upon (i) any Product which is altered or modified without Sneckie's authorization; or (ii) use of any allegedly infringing version of a Product, if such alleged infringement could be avoided by the use of a different version supplied by Sneckie, provided, however, that such avoidance only applies from the time Sneckie notifies Customer of the different version and Customer can reasonably implement such different version.

9. INDEMNIFICATION BY CUSTOMER. Customer agrees to indemnify, hold harmless, and defend Sneckie from and against all claims and lawsuits, including attorney's fees, which arise or result from Customer's use of products.

10. PRODUCT; PRODUCT RETURNS. Sneckie may revise and discontinue products at any time. Sneckie will ship products that have the functionality and performance of the products ordered, but changes between what is shipped and what is described in a specification sheet are possible. Customer may return products that are dead on arrival in accordance with Sneckie standard return policies in effect on the date of the invoice.

11. ARBITRATION: In the event a dispute arises between the parties in connection with this Agreement, it shall be settled by arbitration in accordance with the rules of the American Arbitration Association, and judgment upon any award resulting from such arbitration may be entered and enforced in a court having proper jurisdiction. Such arbitration shall be held in Austin, Texas, or such other location as the parties may agree.

12. ASSIGNMENT. Except for merger, acquisition, or other corporate transaction, neither party shall assign this Agreement or any rights hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld.

13. SEVERABILITY. If any provision of this Agreement shall be held illegal, unenforceable, or in conflict with any law having jurisdiction over this Agreement, the validity of the remaining portions or provisions hereof shall not be affected thereby.

14. EXPORT RESTRICTIONS. Customer shall not directly export any Product purchased from Sneckie or any technical data derived therefrom to any country for which the British Government or any agency thereof may require an export license or other governmental approval without first acquiring that license or approval.

15. GOVERNING LAW. This Agreement shall be governed by and construed in according with the laws of the United Kingdom, except for that body of law dealing with conflicts of law.

16. ENTIRE AGREEMENT. This Agreement constitute and contain the complete agreement and understanding of the parties with respect to the subject matter hereof unless superseded by an agreement, statements between the parties relating to the subject matter hereof.