Orbital Computers LLC Terms and Conditions of Sale

and Limited Warranty

The following terms, conditions, definitions, and limited warranty is applicable to all sales and transactions with Orbital Computers, LLC (sometimes referred to herein as “Seller” or “Company”).

“Buyer” means the person or entity placing an order for Company Products or Services.

“Product(s)” means the specific Company product or products, as ordered by Buyer, via Seller’s website https://orbitalcomputers.com.

Company’s acceptance of Buyer’s order is expressly conditioned on Buyer’s agreement to the terms and conditions set forth herein and those included in any attach­ments which shall constitute the complete agreement between the parties.  Buyer’s acceptance of any Company products or services shall constitute acceptance of these terms and conditions and be controlling between the parties.  If any provision of Buyer’s order or other writings conflicts with the terms and conditions herein, they are expressly rejected by Company.  These terms and conditions may not be varied, or Buyer’s order terminated, in any manner, unless by a written agreement signed by an authorized representative of each party.

1.  PRICES:  Prices for products are as shown on the Orbital Computers LLC website at the time of the order or by written quotation from an authorized Orbital Computers LLC associate, net to Seller. Prices and availability of products are subject to change without prior notice. Seller reserves the right to cancel orders due to misprints, typos, price errors and/or price glitches, incorrect product photography and/or specifications, or any other related reason. Seller reserves the right to request additional verification from Buyer to include photos of Driver’s License and/or partially redacted photo of the card used to place the order. 

2.  DELIVERY SCHEDULES AND REVISIONS:  Seller will specify a variable shipment schedule subject to acceptance by Buyer.  Orders may not be rescheduled or canceled without Seller’s written approval.  Seller’s target shipment date is within fifteen business days of Buyer’s payment for order receipt.

3.  DELIVERY, FREIGHT AND RISK OF LOSS:  All prices are Ex Works Seller’s Facility in Mukilteo, Washington (Incoterms 2010) with title in and the right of possession to products passing to Buyer upon delivery by Seller to a carrier at the point of shipment.  Buyer is responsible for any insurance and arrangement of same.  Seller’s standard packaging is suitable for surface and air shipment and at Seller’s cost.  Packaging other than Seller’s standard is chargeable to Buyer.  If shipping instructions are not furnished, Seller will ship via the most practical route considering cost and acknowledged delivery date.  Buyer is responsible for all shipping, importation charges, duties, local taxes, insurance, and transportation costs applicable to the delivery of products ordered to the end destination.

4.  INSPECTION, ACCEPTANCE AND RETURN: SELLER WILL NOT ACCEPT RETURNS FOR REFUND, STORE CREDIT, AND/OR EXCHANGE FOR ANY REASON WHATSOEVER; ALL SALES ARE FINAL. Buyer has seven (7) calendar days after the date of shipment of products to inspect and notify Seller of any deficiency.  Absent said notice, the products are to be deemed accepted.  Products being returned to Seller for warranty adjustments pursuant to this provision are subject to Seller’s Limited Warranty referenced in section 6 of these terms and conditions.

5.  SOFTWARE: Software is licensed pursuant to the third party software End User License Agreement(s) which accompany the product.

6.  WARRANTY-LIMITATION:

        6.1  Seller warrants its hardware products to be free from defects in material and workmanship under normal use and service for up to the end of the warranty term selected by Buyer in its order.  Seller’s obligation under this warranty is limited to correcting the defective material or workman­ship within the time period specified in the warranty option selected by the Buyer, from the date of shipment to Buyer. For warranty adjustments to take place, products must be returned to Seller’s facility with transportation charges prepaid (after the first year). Seller agrees to cover transportation charges for a period of 365 days from the date of order.  Buyer is responsible for all other shipping, importation charges, duties, local taxes and transportation costs and insurance applicable to warranty returns. Buyer must obtain a Return Material Authorization before the product may be returned.  If within the applicable warranty period Seller determines the product failed due to defects in material or workman­ship, Seller will repair or replace (at Seller’s option) the defective product. Buyer is expected to perform requested preventative maintenance in order to remain covered under the warranty. Failure to perform maintenance, for example failing to clean, update firmware, BIOS, drivers, etc., will void the limited warranty. 

        6.2   In all cases, Seller shall determine in its sole discretion whether any Seller product:

                  (i)   is defective in workmanship or material;

                  (ii)  has been subject to accident, neglect, abuse, or misuse; or

                  (iii) has been operated and maintained other than in accordance with the manufacturer’s recommendations and specifications.

Seller’s determination of defects shall be final. Adjustment will take the form, at Seller’s option, of a replacement or repair of the defective or nonconforming products. Seller shall not be responsible for any re-inspection or rejection charges or any costs incurred by Buyer for the removal and/or reinstallation of the product.  Any replacement will not include a new warranty period.

        6.3  Seller provides software without warranty and on an “as is” basis only.  Any issues with software or its compatibility must be addressed by Buyer with the software developer/provider.

        6.4  These warranties do not extend to any defect, fault, or accident, which is caused by:

                (a)   improper or inadequate delivery, maintenance, installation or use by Buyer or its customers;

               (b)   Buyer’s software, hardware, or interfacing items, including, but not limited to, servers, mice, keyboards, monitors, etc.;

               (c)   modifications to the product(s) not authorized by Seller;

               (d)   misuse or misapplication of the product(s) by Buyer or its customers;

               (e)   operation of the product(s) outside Product environmental or electrical specifications including but not limited to exposing the products to power surges, overclocking, and/or over-volting;

               (f)    Fire, theft, negligence, accident, or disaster. Dead or stuck pixels on screens (monitors or laptop displays) are not covered under the warranty;

               (g)   Viruses, malware, cyber crimes, including hacking and ransomware.

The warranties set forth herein shall not apply unless the Products have been kept in a controlled environment (which reasonably limit’s damage resulting from heat, humidity, corrosion, contami­nation and/or electrostatic discharge) for normal storage and use, with prescribed maintenance, and is in accordance with the applicable component manufac­turers specifications. The warranties shall not apply to any Product that has been subject to negligence, an accident, excessive stress, modification, or beyond normal wear and tear.

        6.5  Seller shall transfer to Buyer, to the extent that they are transferable and applicable, those warranties that Seller receives from the manufacturers of the components, subassemblies, assemblies and modules incorporated into the Products sold by Seller to Buyer. Integrated Circuits are warranted only to the extent of any warranty provided by the Original Equipment Manufacturer. Buyer acknowledges that Seller is not the manufacturer of the components, subassemblies, or assemblies used in the assembly of the deliverable Products. To the extent legally and contractually permitted, Seller shall pass through to Buyer any transferrable Product warranties, indemnities and remedies provided to Seller by the original equipment manufacturer of components, subassem­blies, and assemblies incorporated into the deliverable Products to be Buyer’s sole remedy with respect to the Product and Product warranty.

        6.6  Any representation or warranty made by any other person, including distributors, resellers, dealers, employees and representatives of Orbital Computers LLC, which are inconsistent or in conflict with or additive to the terms of this Warranty, are not binding on Seller unless reduced to writing and approved in writing by an officer of Orbital Computers LLC.

        6.7  THE ABOVE WARRANTIES ARE EXCLUSIVE OF, AND IN LIEU OF, ALL OTHER WARRAN­TIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, EXCEPT AS REFERENCED HEREIN.  NO IMPLIED STATUTORY WARRANTIES OF MERCHANT­ABILITY OR FITNESS FOR A PARTICULAR PURPOSE APPLY. SELLER IS NOT LIABLE FOR ANY DAMAGES SUSTAINED BY BUYER ARISING FROM FAILURES OR DEFECTS IN THE PRODUCT OR WORKMANSHIP, INCLUDING DELAYS IN THE REPLACE­MENT OR REPAIR OF PRODUCTS UNDER THE LIMITED WARRANTY.

7.  GENERAL:

        7.1  Force Majeure:  Seller is not responsible for failure to perform due to causes beyond its reasonable control, including but not limited to, acts of God, fire, theft, war, acts of terrorism, riot, embargoes, civil insurrections, strikes, flood, earthquake, volcanic eruption, declared emergen­cies, shortages of material or energy or acts of civil or military authorities, supplier delays, disruptions, and product allocations.  If performance is to be delayed by such contingencies, the affected party will notify the other party in writing.

        7.2  Limitation of Liability:  SELLER’S LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM ITS PRODUCTS OR SERVICES, INCLUDING THE DESIGN, DEVELOPMENT, MANUFACTURE, SALE, DELIVERY, RESALE, REPAIR OR USE OF ANY GOODS COVERED BY OR FURNISHED UNDER BUYER’S ORDER, SHALL IN NO CASE EXCEED THE ORDER PRICE ALLOCABLE TO THE GOODS, OR PART THEREOF, OR SERVICE WHICH GIVES RISE TO THE CLAIM. NOTWITH­STANDING ANYTHING IN BUYER’S ORDER TO THE CONTRARY, SELLER WILL NOT BE LIABLE FOR ANY SPECIAL DAMAGES, INDIRECT DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF REVENUES, OR LOSS OF USE OF ANY PROPERTY OR CAPITAL OF BUYER OR ANY THIRD PARTY.  THESE LIMITATIONS AND EXCLUSIONS OF DAMAGES APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT, NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY. THESE LIMITATIONS OF LIABILITY SHALL BE DEEMED INDEPENDENT OF, AND SHALL SURVIVE, ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY UNDER THE TERMS OF THIS AGREEMENT.

        7.3  Taxes:  Prices are exclusive of all sales taxes, value added taxes, assessments, and similar taxes and duties for which Buyer may be liable.

        7.4  Insolvency:  Seller MAY suspend or cancel Buyer’s order at any time upon Buyer making an assignment for the benefit of creditors or becoming bankrupt or insolvent, or upon a petition being filed in a court of competent jurisdiction proposing the appointment of a receiver or that Buyer be adjudicated bankrupt or insolvent or reorganized under the provisions of any applicable bankruptcy or insolvency act.

        7.5  Seller’s Remedies:  In addition to the rights and remedies reserved herein, Seller retains all rights and remedies conferred by law and is not required to proceed with performance of Buyer’s order if Buyer is in default to Seller per the terms and conditions or under this or any other contract.

        7.6  Severability:  In the event that any provision of these terms and conditions are held to be invalid or unenforceable, the same shall be reformed to accomplish the intent of the parties and will not affect in any respect whatsoever the validity or enforceability of the remainder of these terms and conditions.

        7.7  Waiver:  Company’s mere acknowledgment or acceptance of any Buyer order containing provisions that are inconsistent with these terms and conditions, or the providing of maintenance service pursuant thereto, are not accepted and specifically rejected by Company.

        7.8  Product Substitution:  At its discretion, Seller may substitute part numbers ordered by Buyer with those providing the same product form, fit, and function as the originally ordered part number and in compliance with the regulatory requirements of the region indicated on Buyer’s purchase order ship to address.

        7.9  Compliance with Laws:  The Parties agree to comply with the provisions of all laws, orders, rules, and regulations issued applicable to the terms and conditions and performance thereof.

        7.10  Export Controls:  Customer acknowledges that re-export of Products is subject to U.S. export regulations or other similar laws and regulations.

        7.11  GOVERNING LAW:  Any question concerning the validity, construction or performance of these terms and conditions, including any agreement between the parties, is governed by the laws of the State of Washington, USA.  Sole venue and exclusive jurisdiction will rest with the courts at Snohomish County, Washington, USA.  It is the express desire of the parties that any agreement between them, and all related documents, be written in the English language.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to these terms and conditions, or any agreement between the parties, is specifically excluded. 

8.  DISPUTE RESOLUTION:

        8.1  Any disagreements between the parties which cannot be settled through mutual agreement within sixty (60) days of the other party’s receipt of written notice of such disagreement, shall be considered a dispute and shall be subject to mediation by a neutral selected by the parties.  If the dispute is not resolved at mediation, the parties shall arbitrate the dispute in accordance with the rules and regulations of the American Arbitration Association (“AAA”) although the arbitration need not be administered or conducted by a AAA arbitrator. The governing law for the arbitration shall be the laws of the State of Washington, without regard to its conflicts of laws. Each party in the event of a dispute shall be responsible for its own attorney fees and costs.

        8.2  Arbitration will take place in the State of Washington.  The arbitrator’s decision is final and non-appealable.  The parties specifically waive any right to address their dispute in a court of law, via jury, and/or class actions.

9.  Entire Agreement: These terms and conditions and the order information is placed by Buyer contain the entire Agreement between the parties, and no modification or waiver of any of the provisions, or any future representation, promise, or addition, will be binding upon the parties unless in writing, signed by authorized representatives of the parties.

Last updated October 24, 2024.