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Home > Terms and Conditions
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The terms and conditions of sale set forth herein and in any accompanying purchase
acknowledgement provided by Rebirthauto, LLC, Inc. ("Terms and Conditions") constitute the
agreement for the sale of hardware products specified by RebirthAuto, LLC on the front of this
invoice or RebirthAuto, LLC's purchase acknowledgement form ("Products") by Rebirthauto,
LLC, Inc., a florida limited liability corporation, ("RebirthAuto, LLC") to the purchaser of the
Products (the "Buyer"). Any terms set forth in Buyer's purchase order, acknowledgement or
other document that are additional to or inconsistent with these Terms and Conditions will be of
no force or effect. If this document is provided in response to Buyer's purchase order, such
purchase order is deemed a request for quotation only, and these Terms and Conditions are an
offer to sell the Products. Buyer may assent to and accept these Terms and Conditions by written
acknowledgement, conduct or course of dealing, and/or by acceptance or payment of the
Products ordered, any of which constitute acceptance. Orders or requests for purchases that have
not been acknowledged in writing or e-mail by RebirthAuto, LLC are not binding on
RebirthAuto, LLC. RebirthAuto, LLC 's failure to object to any term or condition contained in
any communication from Buyer shall not be deemed a waiver of the terms and conditions herein.
1) Quantity and Pricing: Subject to these Terms and Conditions, RebirthAuto, LLC agrees to sell
and Buyer agrees to purchase the quantity of Products specified on RebirthAuto, LLC's invoice
or accompanying purchase acknowledgement at the prices specified therein. All prices are in
U.S. dollars and are valid only for the period of time indicated. All prices do not include
transportation costs, insurance charges, taxes, duties and other charges. If no price is specified,
the applicable price shall be RebirthAuto, LLC's current price for the Product at the time of
shipment as specified on RebirthAuto, LLC's applicable price list. No discounts are authorized
unless and until Buyer and RebirthAuto, LLC have expressly agreed in writing. If RebirthAuto,
LLC agrees to make changes to the specifications, type of products or otherwise, Buyer and
RebirthAuto, LLC shall agree upon an equitable adjustment of the purchase price or delivery
schedule or both.
2) Terms and Payment: All payments for Products will be in United States currency, and made
by cash, certified check, Credit Card, Bank Transfer, C.O.D. or irrevocable Letter of Credit (L/C), as
specified by RebirthAuto, LLC. Payments will be due and payable as specified by RebirthAuto, LLC, in its
sole discretion. All payments that are not paid when due will bear interest at the lesser of
eighteen percent (18%) per annum or the maximum lawful rate from the date of shipment until
payment is received. All sales are subject to prior approval by RebirthAuto, LLC's
finance/accounting department. Any credit terms extended to Buyer may be changed or
withdrawn by RebirthAuto, LLC, in its sole discretion, at any time upon notice. Buyer will have
no right to set off credits against payments owed under these Terms and Conditions. In the event
of insolvency of Buyer or failure of Buyer to make payments when they are due, Buyer will be
deemed to be in material default hereunder entitling RebirthAuto, LLC to cancel or suspend
performance, in whole or in part, of any or all orders, withdraw credit, and/or reschedule orders,
and to avail itself of all legal and equitable remedies. Each shipment shall be considered a
separate independent transaction, and payment therefor shall be made accordingly.
3) Taxes: All prices are exclusive of federal, state or local sales, use, excise or value added taxes,
goods and services taxes, withholding taxes, or similar taxes applicable to the sale or to the
products sold ("Taxes"). Consequently, the amount of any present or future Taxes applicable to
the sale of the Product hereunder (other than taxes imposed on RebirthAuto, LLC's net income)
shall be paid by Buyer, or in lieu thereof, Buyer shall provide RebirthAuto, LLC with an
acceptable tax-exemption certificate. If there are any withholding taxes payable with respect to
Buyer's payments to RebirthAuto, LLC, Buyer shall nevertheless pay RebirthAuto, LLC the
entire amount due on the invoice, and also pay the amount of withholding tax due to the
appropriate taxing authority, providing RebirthAuto, LLC satisfactory evidence of such payment
upon request. As between RebirthAuto, LLC and Buyer, Buyer will remain solely liable for any
and all such Taxes, and will indemnify RebirthAuto, LLC against any Taxes, fines, charges, and
other liabilities arising from Buyer's failure to pay any such Taxes.
4) Delivery; Acceptance; Force Majeure: All units of Product will be delivered Ex Works
(INCOTERMS 2000) point of origin at which point title to the Products (excluding any software
or firmware, if any, contained therein or therewith) will pass from RebirthAuto, LLC to Buyer,
along with the risk of loss. Buyer will be responsible for clearing the Products for export, loading
the Products on the shipment vehicle, and for all insurance and shipment costs and expenses. All
Products delivered by RebirthAuto, LLC shall be deemed to be accepted by Buyer upon receipt.
RebirthAuto, LLC will use its discretion to set the delivery date, fill orders, and determine the
order in which orders are filled. RebirthAuto, LLC will use commercially reasonable efforts to
meet the delivery date set forth on RebirthAuto, LLC's purchase acknowledgement (the
"acknowledged delivery date") on the condition that Buyer provides all necessary order and
shipping information sufficiently prior to such delivery date. Delivery dates are approximate, and
not the essence of the contract. Delivery of each order is subject to availability of the Products.
During a Force Majeure Event that prevents the scheduled shipment of goods, Buyer may only
cancel such delayed shipments if the Force Majeure Event continues in duration for a period of
thirty (30) days or more. RebirthAuto, LLC shall not be liable for any failure to deliver due to a
Force Majeure Event. A "Force Majeure Event" is an event beyond RebirthAuto, LLC's
reasonable control, including but not limited to acts of God, acts of Buyer, acts of civil or
military authority, war, riots, terrorism, insurrection, sabotage, epidemic, labor disputes, labor
shortages, employee strike, utility shortages, failure of suppliers, materials shortages, delays in
transportation or inability to obtain access to necessary materials or manufacturing facilities. In
the event of any such delay, the date of delivery shall automatically be extended for a period
equal to the time lost by reason of the delay. For a failure to deliver not caused by a Force
Majeure Event, RebirthAuto, LLC shall not be in default for the failure to deliver, unless
RebirthAuto, LLC does not commence to cure such failure within twelve (12) days after receipt
of written notice of failure to deliver from Buyer. Buyer's sole and exclusive remedy for
RebirthAuto, LLC 's failure to timely deliver Products will be to cancel the affected portions of
the order not delivered by the acknowledged delivery date, as may be extended under the terms
hereof. IN NO EVENT SHALL RebirthAuto, LLC BE LIABLE FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES DUE TO ANY FAILURE TO DELIVER OR DELAY IN
DELIVERY HOWEVER CAUSED.
5) Cancellation/Rescheduling: Buyer may not cancel or reschedule orders except as expressly
agreed to in writing by RebirthAuto, LLC, or as provided in Section 4 hereof in connection with
a Force Majeure Event. Cancellations permitted by RebirthAuto, LLC may be subject to
termination charges, which may include all costs, direct and indirect, incurred and committed
relating to the cancelled purchase order (including works in progress) together with a reasonable
allowance for prorated expenses.
6) Intellectual Property: Buyer and RebirthAuto, LLC agree that no intellectual property rights
are transferred under these Terms and Conditions, and RebirthAuto, LLC and its suppliers retain
all right, title, and interest in and to all patents, copyrights, trademarks, trade secrets, and all
other intellectual property and proprietary rights subsisting in or related to the Products. Buyer
will not modify, reproduce, dissemble, merge or reverse engineer any Products, or remove or
alter any, copyright, trade secret, patent or other notices, trademarks, or identifying markings of
RebirthAuto, LLC or its suppliers placed on any Products or packaging.
7) Non-Disclosure of Confidential Information: Buyer acknowledges that in connection with the
sale, purchase or use of Products, Buyer or its affiliates, agents, or employees, may or may have
become privy to non-public technical or non-technical information regarding RebirthAuto, LLC's
business, technology or products ("Confidential Information"). Buyer may use the Confidential
Information solely as necessary for the sale and purchase, installation, operation or maintenance
of the Products purchased by Buyer hereunder. Buyer will not use any Confidential Information
for any purpose not expressly permitted by these Terms and Conditions, and will disclose the
Confidential Information only to the employees of Buyer who have a need to know and who are
under a duty of confidentiality no less restrictive than Buyer's duty hereunder. Buyer will protect
the Confidential Information from unauthorized use, access, or disclosure in the same manner it
protects its own confidential or proprietary information of a similar nature and with no less than
reasonable care. Buyer will either return to RebirthAuto, LLC or destroy all Confidential
Information in Buyer's possession or control promptly upon the written request of RebirthAuto,
LLC or the expiration or termination of these Terms and Conditions.
8) Warranty; Remedies; Limitations; Disclaimers:
Limited Warranty and Conditions: Rebirthauto, LLC warrants that its products substantially
conform to the listed technical product specification at the time of purchase. Under applicable
law, RebirthAuto, LLC, its employees, members, officers or directors, agents, successors or
assignees shall not be liable to anyone under any product order, schedule or terms and conditions
herein under any contract, strict liability, tort (including negligence) or other legal or equitable
theory, whether or not foreseeable or foreseen, for: (a) business interruption costs, cost of
rework, retesting, procurement of substitute goods, removal and reinstallation of goods; or (b)
any special, incidental, exemplary, indirect or consequential damages, including without
limitation loss of life, bodily injury, lost profits, litigation costs, loss of data, production or profit,
goodwill, loss of revenue, or loss of units; regardless of whether seller has been advised of the
possibility of such damages, there is a total and fundamental breach of this agreement or whether
any remedy provided herein fails of its essential purpose.
The limit of liability for any claims shall not exceed the amount paid or prepaid on account by
buyer for the goods giving rise to such claims. Buyer shall be deemed to assume all liability for
any and all damages arising from or in connection with the use or misuse or installation or
handling of the goods by buyer, its employees, customers and others.
Seller shall not be liable for and buyer agrees to indemnify, defend and hold seller harmless from
any claims based on seller’s compliance with buyer’s designs, specifications or instructions, or
modification of any goods by parties other than seller or manufacturer, or use in combination
with other products.
Rebirthauto, LLC. does not warrant or make any representations regarding the use or the results
of the use of the materials in this site in terms of their correctness, accuracy, timeliness,
reliability or otherwise.
You (and not Rebirthauto, LLC.) assume total responsibility and risk for your use of this website
and the Internet.
The materials in this site are provided "as is" and without warranties of any kind either express or
implied.
To the fullest extent permissible pursuant to applicable law, Rebirthauto, LLC. disclaims all
warranties, express or implied, including, but not limited to, implied warranties of
merchantability and fitness for a particular purpose.
Rebirthauto, LLC. does not warrant that this website or any of its functions will be uninterrupted
or error-free, that defects will be corrected, or that this site, including bulletin boards, or the
servers that make it available, are free of viruses or other harmful components.
Working on automobiles is inherently dangerous, especially electric ones. Rebirthauto, LLC. is
not liable for injury or damage due to the installation or use of their products. All products are
sold with the understanding that the safe and proper installation and use of the products is the
customer’s responsibility. Follow factory workshop and industry manual procedures and
instructions, but use current shop safety standards and common sense. Some tasks will require
professional advice or services which Rebirthauto, LLC cannot provide.
Rebirthauto, LLC. shall not be liable for any direct, indirect, incidental, special, consequential or
exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data
or other intangible losses resulting from: (i) the use or the inability to use the service; (ii) the cost
of procurement of substitute goods and services resulting from any goods, data, information or
services purchased or obtained or messages received or transactions entered into through or from
the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv)
statements or conduct of any third party on the service; or (v) any other matter relating to the
service.
For any such Products, this warranty shall be effective from the date of delivery until twelve (12)
months thereafter (the "Warranty Period"). Notwithstanding anything to the contrary herein, no
warranty for any Product shall be enforceable in the event that the Product has been subjected to
environmental or stress testing by Buyer or any third party without written approval of
RebirthAuto, LLC prior to such testing, or if the alleged defect or nonconformity cannot be
verified or reproduced by RebirthAuto, LLC, or is a result of abuse, misuse, neglect, accident, or
unauthorized or improper use, installation, disassembly, repair or alteration by Buyer or its
customers or agents.
For this limited warranty to apply, Buyer must, during the Warranty Period, notify RebirthAuto,
LLC in writing upon discovery of any defects or non-conformities in the Product, explaining in
reasonably sufficient detail the alleged defect or nonconformity covered by this limited warranty,
and request an RMA number. No Products shall be returned to RebirthAuto, LLC for warranty
services without an RMA number issued by RebirthAuto, LLC. Any Products returned under this
limited warranty shall be shipped to RebirthAuto, LLC's plant at Buyer's expense. RebirthAuto,
LLC will pay return freight only if warranty services are made under the terms hereof and Buyer
must pay freight and handling costs for return of Product if warranty services are not made. For
specific instructions on providing notice of defective Products, RMA requests, and return of
defective Products, please see the instructions and contact information at Error! Hyperlink
reference not valid.Rebirthauto, LLC will notify Buyer in the event the Products are not subject
to warranty services, and unless instructions as to the disposition of such Products are received
from Buyer within fourteen (14) days of such notification, the Products will be returned to
Buyer, freight collect.
Limitation of Remedies. Buyer's sole and exclusive remedy and RebirthAuto, LLC's sole and
exclusive obligation, under this warranty shall be, at RebirthAuto, LLC's option, either to repair
or replace, or refund the purchases price of, any defective Products. In no event shall
RebirthAuto, LLC be liable hereunder for any labor costs incident to the replacement of any
defective Product. Any repaired or replaced Product will be warranted for the remainder of the
original warranty period or thirty (30) days following delivery thereof, whichever is longer.
EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 8, RebirthAuto, LLC
MAKES NO OTHER WARRANTIES OR GUARANTEES REGARDING THE PRODUCT,
WHETHER EXPRESS, ORAL, IMPLIED, STATUTORY, ARISING BY OPERATION OF
LAW, OR OTHERWISE. RebirthAuto, LLC HEREBY EXPRESSLY DISCLAIMS ALL
IMPLIED WARRANTIES OR WARRANTIES OTHERWISE ARISING BY OPERATION OF
LAW, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRDPARTY
RIGHTS. THE EXPRESS WARRANTY IN SECTION 8 SHALL EXTEND TO
BUYER ONLY AND NOT TO BUYER'S CUSTOMERS, AFFILIATES OR SECONDARY
PURCHASERS. BUYER, ITS CUSTOMERS, AND AFFILIATES ARE NOT AUTHORIZED
TO MAKE, AND SHALL BE PROHIBITED FROM MAKING, ANY WARRANTY OR
REPRESENTATION ON BEHALF OF RebirthAuto, LLC CONCERNING THE PRODUCTS.
BUYER ACKNOWLEDGES AND AGREES THAT THE PRODUCTS OF RebirthAuto, LLC
HAVE NOT BEEN DESIGNED, TESTED, OR MANUFACTURED FOR USE OR RESALE
IN APPLICATIONS WHERE THE FAILURE, MALFUNCTION, OR ANY INACCURACY
OF THE PRODUCTS CARRIES A RISK OF DEATH OR SERIOUS BODILY INJURY OR
ENVIRONMENTAL DAMAGE. BUYER WILL BE SOLELY RESPONSIBLE FOR AND
WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS RebirthAuto, LLC AGAINST ANY
AND ALL LIABILITIES, DAMAGES, COSTS AND EXPENSES RELATED TO ANY
WARRANTIES WITH RESPECT TO THE PRODUCTS OTHER THAN THOSE
EXPRESSLY PROVIDED BY RebirthAuto, LLC IN SECTION 8, AND TO ANY USE OF
THE PRODUCTS OR RESALE IN APPLICATIONS FOR WHICH THE PRODUCTS WERE
NOT DESIGNED, TESTED OR MANUFACTURED BY RebirthAuto, LLC.
9) Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT SHALL RebirthAuto, LLC OR ITS SUPPLIERS, AFFILIATES,
AGENTS, OFFICERS, DIRECTORS, SUCCESSORS AND ASSIGNS, SHAREHOLDERS,
OR EMPLOYEES BE LIABLE TO BUYER OR THIRD PARTIES FOR COSTS OF
PROCURING SUBSTITUTE PRODUCTS, LOSS OF PROFITS, LOSS OF USE, OR ANY
INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES OF ANY KIND
ARISING OUT OF OR RELATING TO THE PERFORMANCE OR NONPERFORMANCE
OF THE OBLIGATIONS SET FORTH HEREIN, OR THE MANUFACTURE, ASSEMBLY,
SALE, DELIVERY, USE, PERFORMANCE, INSTALLATION OR REPAIR OF PRODUCTS
(INCLUDING ANY ADDITIONS TO OR REPLACEMENTS OF THE PRODUCTS),
WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF
PREVIOUSLY ADVISED OR APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.
UNLESS OTHERWISE CONTRARY TO LAW, RebirthAuto, LLC'S AGGREGATE
CUMMULATIVE LIABILITY HEREUNDER AND IN CONNECTION WITH THE
PRODUCTS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT
EXCEED THE PURCHASE PRICE FOR THE PRODUCTS THAT GIVE RISE TO THE
CLAIM. THIS LIMITATION OF DAMAGES SHALL NOT BE AFFECTED BY ANY
FAILURE OF BUYER'S REMEDIES UNDER THE WARRANTY PROVISIONS SET FORTH
IN THESE TERMS AND CONDITIONS.
10) Assignment: Buyer may not assign or transfer, by operation of law or otherwise, any of its
rights under these Terms and Conditions or delegate any of its duties hereunder to any third party
without RebirthAuto, LLC's prior written consent. Any attempted assignment or transfer in
violation of the foregoing will be null and void.
11) Compliance with Laws; Export Controls: Buyer will fully comply with all applicable federal,
state and local laws and regulations in performance of its obligations hereunder and its use of the
Products purchased from RebirthAuto, LLC, and will not import, export or re-export the Product
or make the Product available without all required U.S. and foreign government licenses. Buyer
will indemnify and hold RebirthAuto, LLC harmless from and against any fines, penalties,
damages, costs, expenses, claims, losses, or liabilities arising out of or relating to any breach by
Buyer or any of its resellers, agents or employees of this Section 11.
12) Miscellaneous:: (a) All notices, authorizations, and requests shall be deemed given (i) five
days after being deposited in the U.S. mail, postage prepaid, certified or registered, return receipt
requested , (ii) one business day after being sent by overnight courier, charges prepaid, or (iii)
one business day after transmission by confirmed facsimile. All notices shall be addressed to
such address as the receiving party so designates in writing, or if no such designation has been
made, to the address provided on the receiving party's most recent communication concerning
the Products, specifying that party's address. (b) These Terms and Conditions shall be governed
by the laws of the State of florida, without giving effect to any choice of law principles that
would require the application of the laws of a different state. The state and federal courts of
florida, County of Santa Clara shall have exclusive jurisdiction and venue over any dispute
relating to these Terms and Conditions, and the parties hereby consent to such exclusive
jurisdiction and venue. The rights and remedies provided RebirthAuto, LLC herein shall be
cumulative, and in addition to any other rights and remedies provided by law or equity,
including, damages, injunctive relief, specific performance, and restitution. The parties agree that
a breach of these Terms and Conditions will cause RebirthAuto, LLC irreparable injury for
which the remedy at law will not be adequate. The prevailing party in any resulting litigation
shall be entitled to recover from the other party reasonable attorneys' fees and expenses incurred
in connection therewith. (c) All waivers must be in writing. Any waiver or failure to enforce or
exercise any provision of these Terms and Conditions on one occasion will not be deemed a
waiver of any other provision or of such provision on any other occasion. (d) In the event of any
default by Buyer, RebirthAuto, LLC may decline to make further shipments without in any way
affecting its rights under an order. If, despite any default by Buyer, RebirthAuto, LLC elects to
continue to make shipments, RebirthAuto, LLC's action shall not constitute a waiver of any
default by Buyer or in any way affect RebirthAuto, LLC's legal remedies for any such default.
(e) Subject to the provisions regarding a Force Majeure Event contained in Section 4 hereof,
nonperformance of, or delay in performance by, either party of its obligations hereunder, except
for the failure to make payments when due, shall be excused to the extent that it is due to a Force
Majeure Event. (f) Any technical data provided with the Product is commercial technical data as
defined in 48 C.F.R. 12.211 (Sep. 1995). Consistent with 48 C.F.R. 12.211 through 12.212, 48
C.F.R. 227.7202-1 through 227.7202-4 (Jun 1995), and 48 C.F.R. 252.227-7015 (Nov. 1995), all
U.S. Government end users acquire the Product with only those rights set forth herein. (g) The
parties hereto are independent contractors, and neither party has authority as an agent or legal
representative of the other to create any obligation, express or implied, on behalf of the other. (h)
The headings of Sections of these Terms and Conditions are for convenience and are not to be
used in interpreting these Terms and Conditions. As used herein, the word "including" means
"including but not limited to."
13) Severability: Any provision hereof (or part of such provision) which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be changed and interpreted to
accomplish the intent of such provision to the greatest extent possible under applicable law, and
the remaining portions will continue in full force and effect. Without limiting the generality of
the foregoing, Buyer agrees that Section 9 (Limitation of Liability) will remain in effect
notwithstanding the unenforceability of any provision in Section 8 (Warranty; Remedies;
Limitations; Disclaimers).
14) Entire Agreement: These Terms and Conditions embody the entire agreement between the
parties hereto and supersede all other prior or contemporaneous agreements, whether written or
oral, between the parties in connection with the sale of Products. These Terms and Conditions
cannot be modified, supplemented or rescinded except in writing and signed by both parties. If a
purchase agreement exists between RebirthAuto, LLC and Buyer with respect to the Products
covered by these Terms and Conditions, the terms of such agreement shall prevail over any
inconsistent terms contained herein.
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