LEGAL

Xiologix, LLC Terms and Conditions of Sale

Important Information About These Terms and Conditions of Sale
These terms and conditions of sale constitute a binding contract between Customer and XIOLOGIX, LLC. Customer accepts these terms and conditions of sale by making a purchase, placing an order or otherwise shopping on XIOLOGIX, LLC’s Website (the “Site”). These terms and conditions of sale are subject to change without prior notice, except that the terms and conditions of sale posted on the Site at the time Customer initially places or modifies an order will govern the order in question.

These terms and conditions of sale constitute the entire agreement between Customer and XIOLOGIX, LLC relating to the terms and conditions of sale of products and services on the Site. Customer consents to receiving electronic records, which may be provided via a Web browser or e-mail application connected to the Internet; individual consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting XIOLOGIX, LLC at the address provided below.

Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. Customer agrees that the terms and conditions of sale contained herein and in XIOLOGIX, LLC’s invoice or other documentation will control. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these terms and conditions of sale or any purchase order or invoice related thereto.

Governing Law
THESE TERMS AND CONDITIONS OF SALE AND ANY SALE HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF OREGON, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR LITIGATION WILL BE BROUGHT IN WASHINGTON COUNTY, OREGON AND CUSTOMER CONSENTS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN WASHINGTON COUNTY, OREGON AND SUBMITS TO THE JURISDICTION THEREOF AND WAIVES THE RIGHT TO CHANGE VENUE. CUSTOMER FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING.

Title; Risk of Loss
If Customer provides XIOLOGIX, LLC with Customer’s carrier account number or selects a carrier other than a carrier that regularly ships for XIOLOGIX, LLC, title to products and risk of loss or damage during shipment passes from XIOLOGIX, LLC to Customer upon shipment from the Originating facility. For all other shipments, title to products and risk of loss or damage during shipment passes from XIOLOGIX, LLC to Customer upon receipt by Customer.  Title to software will remain with the applicable licensor(s). XIOLOGIX, LLC retains a security interest in the products until payment in full is received. Customer will be responsible for all shipping and related charges.

Export Sales

Product purchased for Export can not be purchased via this website at this time.  If this transaction involves an export under the Export Administration Regulations, the commodities, technology and/or software sold or distributed under these terms and conditions of sale exported from the United States by XIOLOGIX, LLC were exported in accordance with the Export Administration Regulations. Diversion, use, export or re-export contrary to United States law is prohibited. The commodities, technology and/or software sold or distributed under these terms and conditions of sale may not be exported or re-exported to Cuba, Iran, Iraq, Libya, Sudan, North Korea or Syria or to entities and persons that are ineligible under United States law to receive United States commodities, technology and/or software. In addition, manufacturers’ warranties for exported products may vary or may be null and void for products exported outside the United States.

Warranties
Customer understands that XIOLOGIX, LLC is not the manufacturer of the products purchased by Customer hereunder and the only warranties offered are those of the manufacturer, not XIOLOGIX, LLC. In purchasing the products, Customer is relying on the manufacturer’s specifications only and is not relying on any statements, specifications in brochures, photographs or other illustrations representing the products that may be provided by XIOLOGIX, LLC. In connection with services, neither affiliates of XIOLOGIX, LLC nor third party service providers are agents of XIOLOGIX, LLC and XIOLOGIX, LLC has no obligation or liability arising from any services performed by or any warranty, if any, made by, such service providers. XIOLOGIX, LLC AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED, RELATED TO PRODUCTS SOLD OR SERVICES PROVIDED BY THIRD PARTIES OR AFFILIATES OF XIOLOGIX, LLC, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER DOES NOT AFFECT THE TERMS OF THE MANUFACTURER’S WARRANTY, IF ANY.

Internet Disclaimer
Internet connectivity requires access services from an Internet access provider. Contact your local access provider for details.

Pricing Information; Availability Disclaimer
All pricing is subject to change. XIOLOGIX, LLC reserves the right to make adjustments to pricing, products and service offerings for reasons including, but not limited to, changing market conditions, product discontinuation, product unavailability, manufacturer price changes and errors in advertisements. All orders are subject to product availability. Therefore, XIOLOGIX, LLC cannot guarantee that it will be able to fulfill Customer’s orders.

Limitation of Liability
NEITHER XIOLOGIX, LLC NOR ITS AFFILIATES WILL BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. NEITHER XIOLOGIX, LLC NOR ITS AFFILIATES WILL BE LIABLE FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE OR THE PROVISION OF SERVICES BY THIRD PARTIES. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES PROVIDED DIRECTLY BY XIOLOGIX, LLC OR ITS AFFILIATES, NEITHER XIOLOGIX, LLC NOR ITS AFFILIATES ARE LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S) OR SERVICE(S) GIVING RISE TO THE CLAIM.

XIOLOGIX, LLC will not be responsible for any delays in delivery which result from any circumstances beyond its control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, general insurrection, acts of God or acts of any government or agency.

Third Party Services
Customer acknowledges and agrees that, in some instances, XIOLOGIX, LLC and their affiliates are resellers of services and are not the provider of those services. In those cases, the third party service provider is the only party responsible for providing services to Customer. In those cases, Customer will look solely to the third party service provider for any loss, claims or damages arising from or relating to the purchase or provision of such services. Customer hereby releases XIOLOGIX, LLC and their affiliates from any and all claims arising from or relating to the purchase or provision of any such services by third party service providers. Services may be subject to tax. All amounts, including taxes, associated with third party services are being collected by XIOLOGIX, LLC solely in the capacity as an independent sales agent.

Arbitration
Any claim, dispute, or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including statutory, common law, intentional tort and equitable claims) arising from or relating to the products or services sold pursuant to these terms and conditions of sale, the interpretation or application of these terms and conditions of sale or the breach, termination or validity thereof, the relationships which result from these terms and conditions of sale (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories hereto), or XIOLOGIX, LLC’s advertising and marketing (collectively, a “Claim”) WILL BE RESOLVED, UPON THE ELECTION OF XIOLOGIX, LLC, CUSTOMER OR THIRD PARTIES INVOLVED, EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. If arbitration is chosen, it will be conducted pursuant to the Rules of the American Arbitration Association, with offices in Fresno, California. If arbitration is chosen by any party with respect to a Claim, neither XIOLOGIX, LLC nor Customer will have the right to litigate that Claim in court or to have a jury trial on that Claim or to engage in pre-arbitration discovery, except as provided for in the applicable arbitration rules or by agreement of the parties. Further, Customer will not have the right to participate as a representative or member of any class of claimants pertaining to any Claim. Notwithstanding any choice of law provision included in these terms and conditions of sale, this arbitration agreement is subject to the Federal Arbitration Act (9 U.S.C. §§ 1-16). The arbitration will take place in Portland, Oregon. Any court having jurisdiction may enter judgment on the award rendered by the arbitrator(s). Each party will bear its own cost of any legal representation, discovery or research required to complete arbitration. The existence or results of any arbitration will be treated as confidential. Notwithstanding anything to the contrary contained herein, all matters pertaining to the collection of amounts due to XIOLOGIX, LLC arising out of sales hereunder will be exclusively litigated in court rather than through arbitration.

Orders; Payment Terms; Interest; Taxes
Orders are not binding upon XIOLOGIX, LLC until accepted by XIOLOGIX, LLC. Terms of payment are within XIOLOGIX, LLC’s sole discretion. Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice. XIOLOGIX, LLC may invoice parts of an order separately. Customer agrees to pay interest on all past-due sums at the lower of one and one-half percent (1 1/2%) per month or at the highest rate allowed by law. Customer is responsible for, and will indemnify and hold XIOLOGIX, LLC harmless from, any applicable sales, use or other taxes or federal, state or local fees or assessments associated with the order. Customer must claim any exemption from such taxes, fees or assessments at the time of purchase and provide the necessary supporting documentation. Any sales, use or other applicable tax or fees or assessments is based on the location to which the order is shipped. In the event of a payment default, Customer will be responsible for all of XIOLOGIX, LLC’s costs of collection, including court costs, filing fees and attorney’s fees.

Return Privileges

• Please contact XIOLOGIX, LLC via email at Sales@Xiologix.com, 24 hours a day, 7 days a week to obtain a Return Merchandise Authorization (RMA) before shipping product back to XIOLOGIX, LLC. This will expedite and help ensure the proper action or credit upon processing.
• In order to expedite a return, please have the following information on hand when requesting an RMA number: Customer number, invoice number, serial number, reason for return, action to take (replacement/repair/return/credit) and whether the box has been opened or is manufacturer sealed. Click here to request an RMA online.
• Please return all products 100% complete including all original manufacturer boxes with the UPC code and packing materials, all manuals, blank warranty cards, accessories and any other documentation included with the original shipment. RMA approval is contingent upon, among other things, the products being 100% complete.
• Customer is responsible for shipping charges to the distribution center for all products being shipped for return, exchange or replacement. Products exchanged or replaced will be shipped by XIOLOGIX, LLC to Customer, at XIOLOGIX, LLC’s expense, using the same shipping method as was used by Customer to ship the original products back to XIOLOGIX, LLC.
• Customer is responsible for all risk of loss and damage to products being shipped for return, exchange or replacement. Please fully insure return shipment in case of loss or damage. Please use a carrier that is able to provide you with proof of delivery such as UPS, Federal Express or Airborne Express. This is for your protection as well as to ensure quick action on your return.
• Return privileges vary by manufacturer. Please contact XIOLOGIX, LLC  at Sales@Xiologix.com for details. Thank you for your past and future business with XIOLOGIX, LLC.

Failure to return a product within the applicable return period will be deemed to be an acceptance of the product.

Damaged Products
If Customer receives damaged products, please refuse the products upon original delivery attempt. If damaged products are accepted from the carrier, such damage should be noted on the carrier delivery record. Please save the product and the original box and packaging and notify XIOLOGIX, LLC immediately to arrange for a carrier inspection and a pick up of damaged products. Please notify XIOLOGIX, LLC at Sales@Xiologix.com of damaged products WITHIN THE FIRST 10 DAYS of receipt. Timely receipt of this information is necessary for XIOLOGIX, LLC to file a damage claim.

Check Payment Policy
Terms extended at the discretion of Xiologix, LLC.  XIOLOGIX, LLC will accept personal or business checks up to $12,000 subject to verification.  XIOLOGIX, LLC will accept personal and business checks for prepay orders.   Allow 10 business days for clearing.

Contacting XIOLOGIX, LLC
Xiologix, LLC

8050 SW Warm Springs Rd. Suite 100

Tualatin, OR 97062

Phone: (503) 691-4364

Toll Free: (888) 492-6843

Email: sales@www.xiologix.com