Terms & Conditions

These quote general terms and conditions (the “Terms”) are incorporated into any applicable purchase order by reference, and together with any related invoices constitute the entire agreement (the “Agreement”) between you (“Buyer”) and Omnitek Cable, Inc., an Oregon corporation (“Omnitek”) (individually each a “Party” and together the “Parties”). If there are any inconsistencies between these Terms and purchase order, these Terms will control. Any conflicting or additional term or condition proposed or offered by Buyer is hereby rejected and will be deemed superseded and replaced by these Terms, unless separately agreed to in writing by Omnitek.

Quotes and Purchase Orders.

Quotes are valid for 30 days. Purchase orders will be deemed accepted upon either of the following: (i) Buyer’s delivery of a purchase order to Omnitek and Omnitek’s written agreement to the purchase order terms, or (ii) Omnitek’s “Delivery” (meaning delivery at the Shipping Point (see Section 3)) of the products set forth in the purchase order (the “Products”).

Termination.

Prior to Delivery, Omnitek may terminate a purchase order upon written notice to Buyer. All shipments are subject to Omnitek’s approval of Buyer’s financial condition, and availability of Products is subject to change without notice. If, in Omnitek’s sole discretion, Buyer’s financial status becomes unsatisfactory or payment is overdue, Omnitek may withhold or condition shipments on receipt of satisfactory security or prepayment from Buyer. Buyer may terminate a purchase order upon written notice to Omnitek only if Buyer notifies Omnitek prior to Delivery. If Omnitek has incurred any costs in reliance on Buyer’s purchase order prior to such termination, then Buyer will be exclusively responsible for such costs. Buyer may not terminate a purchase order after Delivery. Upon termination by Buyer for any reason, any amounts owing by Buyer will become immediately due and payable to Omnitek without further notice to Buyer.

Delivery and Transportation.

Delivery of the Products will occur at the agreed upon location set forth in the purchase order (the “Shipping Point”). Shipping terms will be FOB Shipping Point. Omnitek will provide Buyer’s transportation provider access to the Shipping Point during regular business hours or any hours agreed in the course of scheduling Delivery. Omnitek will be responsible for loading the Products at the Shipping Point, after which Omnitek will no longer be responsible for the Products, and all responsibility, title, and risk of loss, will pass to Buyer. Any load stabilization or restraints required to secure the safe transport of any Products will be the responsibility of Buyer and its transport provider.

Inspection.

Buyer must promptly inspect Products upon receipt and will have up to 30 days after Delivery to inspect the Products and notify Omnitek of any issues with the Products (the “Inspection Period”). Buyer waives any claims under the Limited Warranty (see Section 7 below) unless it notifies Omnitek in writing of any Nonconforming Products during the Inspection Period and furnishes documentation reasonably required by Omnitek. “Nonconforming Products” means only (i) Products that are different than the Products identified in the Agreement or the applicable purchase order, or (ii) a Product's label or packaging incorrectly identifies its contents.

Tax Responsibilities.

Product prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties, levies and charges of any kind imposed by any governmental authority on any amounts payable by Buyer, including customs duties; provided, however, that Omnitek reserves the right to charge sales tax if Omnitek determines such charges are required. Buyer will be responsible for all such charges, costs and taxes. With respect to imported Products, Buyer will be the importer of record for all Products to the extent applicable and will be solely responsible for payment of any and all applicable value added, goods and services, and similar taxes. Buyer will further indemnify, protect and hold Omnitek harmless from the imposition of any liability for payment of such taxes.

Payments.

Unless otherwise agreed to by the Parties in writing, Omnitek will invoice Buyer at or prior to Delivery. Buyer must pay any invoices in advance of Delivery unless Omnitek separately agrees to open account terms (net 30 days from Delivery). Buyer must make all payments in US Dollars, and all payments must be made regardless of Buyer’s inspection rights under Section 4, and regardless of Buyer’s intended use for the Products. Buyer may not discount or offset any payments owed on invoices without prior written approval of Omnitek. Omnitek may charge interest at a rate of 9% per annum (or the highest amount allowed under applicable law) on overdue invoices or accounts. Omnitek may suspend all further deliveries until payment has been made in full for any outstanding invoiced amounts. Buyer will reimburse Omnitek for all costs incurred in securing or collecting any late payments, including, without limitation, reasonable attorney fees.

Limited Warranty.

Omnitek warrants that the Products will materially conform to any written specifications set forth in the purchase order (the “Limited Warranty”); provided, however, that the Limited Warranty will not cover Products that Buyer (i) has subjected to abuse, misuse, neglect, negligence, accident, improper exposure to the elements, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions, or any use contrary to any instructions issued by Omnitek; or (ii) have been processed, altered, or modified in any way by Buyer. If Buyer notifies Omnitek of any Nonconforming Products within the Inspection Period and furnishes documentation reasonably required by Omnitek, Omnitek will, in its sole discretion, (i) replace such Nonconforming Products with conforming Products, or (ii) credit or refund the purchase price for such Nonconforming Products. Buyer may not return any Products, including Nonconforming Products, unless separately approved in writing by Omnitek and unless Buyer pays a restocking fee. Buyer agrees and acknowledges that these are Buyer's exclusive remedies for the Delivery of Nonconforming Products. Without limiting the foregoing, Omnitek is not obligated to provide any warranty service or other technical support for any Products not purchased directly from Omnitek or an authorized distributor of Omnitek.

Disclaimer.

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 7: (i) ALL PRODUCTS ARE PROVIDED "AS IS." OMNITEK DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE WITH RESPECT TO THE PRODUCTS AND ANY OMNITEK MATERIALS; AND (ii) WITHOUT LIMITING THE FOREGOING, OMNITEK MAKES NO WARRANTY OF ANY KIND THAT THE PRODUCTS OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET BUYER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER PRODUCT, SYSTEM, OR OTHER GOOD, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL EFFECT OR ERROR FREE. OMNITEK MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY OMNITEK, OR ANY OTHER PERSON ON OMNITEK’S BEHALF.

Limitations of Liability.

In no event will Omnitek be liable under or in connection with the Agreement or its subject matter under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any (a) loss of production, lost profits, use, business, revenue, or profit or diminution in value; (b) loss of goodwill or reputation; or (c) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages. Omnitek’s total liability arising out of or in connection with the Agreement will be limited to the total purchase price paid by Buyer under the Agreement.

Confidential Information.

Buyer’s disclosure of the price and Delivery terms set forth in any applicable quote may cause severe competitive harm to Omnitek, and therefore Buyer will keep such terms in strict confidence as between Buyer and Omnitek and not share such terms with any third parties unless required by law or unless Buyer obtains separate written consent from Omnitek. Buyer will only share such terms with its personnel who have a legitimate reason to know of and be aware of such terms.

Indemnification.

Buyer will indemnify, defend, and hold harmless Omnitek, and its officers, directors, employees, agents, successors, and assigns (each, an "Indemnitee") from and against any and all losses incurred by such Indemnitee resulting from any action or claim by a third party (other than an affiliate of an Indemnitee) that arises out of or results from, or are alleged to arise out of or result from, Buyer’s use or misuse of the Products, including any claims related to the Products being used at any Buyer facilities, any hazards at such facilities, or any related activities at such facilities.

No Resale.

Buyer will not resell any Products purchased form Omnitek unless Buyer is an authorized distributor of Omnitek’s products.

Compliance with Laws.

Each Party represents and warrants that it is and will remain in compliance with all applicable laws and regulations, including but not limited to all applicable export control laws, and each has and will maintain all applicable licenses, permissions, authorizations, consents, and permits needed to carry out its respective obligations under the Agreement.

Force Majeure.

Neither Party will be liable for any delay or failure to perform its obligations under the Agreement due to events beyond its reasonable control, including but not limited to natural disasters, acts of government, labor disputes, or supply chain disruptions. The affected Party will give written notice to the other Party within three business days after becoming aware of a force majeure event, stating the period of time the force majeure event is expected to continue, and the affected Party will use resume its performance as soon as reasonably practicable after the force majeure event ends.

Governing Law and Venue.

The Agreement, and any disputes arising out of or related to the Agreement, will be governed by the laws of the State of Oregon, USA, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement. Any dispute or claim that arises out of or that relates to the Agreement, or to the interpretation or breach thereof, or to the existence, validity, or scope of the Agreement or the arbitration agreement, will be litigated in courts located in Washington County, Oregon (USA). Each Party consents and submits to the exclusive jurisdiction of any local, state, or federal courts located in Washington County, Oregon (USA).

Notices.

All claims or demands must be in writing addressed to the Party’s last known address and must be delivered personally or through an internationally recognized overnight courier.

Remedies.

The Parties will have all remedies available to them at law or in equity. All available remedies are cumulative and may be exercised singularly or concurrently.