PROTOMAX ORDER AGREEMENT
Please read all of these terms and conditions (“Terms”) carefully before submitting your order for an OMAX® ProtoMAX® abrasive-waterjet (the “Product” and including accessories thereto). By submitting your order, you agree to be legally bound by these Terms.
TERMS AND CONDITIONS
1. Order and Acceptance.
Each order you submit for a Product constitutes an offer to purchase that Product. Orders are only complete for ROMAX Waterjet („ROMAX”) processing and acceptance, when you a) provide your shipping address to us; b) have accepted the Terms and Conditions as contained herein; c) have accepted the Terms and Conditions for ROMAX Terms of Service (for after-market transactions); d) have accepted the OMAX Software License Agreement), and e) have either completed your remittance, in full, for the transaction value, OR provided your Purchase Order, terms of which have been accepted by ROMAX, OR obtained a financing commitment from a 3rd party lender, which financing commitment has been conveyed to and accepted by ROMAX.
Acceptable means of remittance of amount due to OMAX include via credit card (VISA, MasterCard or American Express), ACH bank transfer, PayPal, or as otherwise designated on this website. As regards any 3rd party financing, you will remain responsible for and remit prior to the completion of this order entry, any difference between your order’s transaction value and such 3rd party financing commitment, if less than your order’s transaction value. Purchase Orders will be considered for review and acceptance only from educational and/or commercial entities, and not from non-commercial consumer entities. Acceptance of your order by ROMAX will be conveyed to you pursuant to those means outlined at Section 24 herein. If ROMAX rejects, rather than accepts your order, ROMAX will, as your sole and exclusive remedy and ROMAX’s sole and exclusive liability, promptly refund the amount you paid, (notwithstanding Section 5).
Following acceptance of your order, ROMAX will notify you via email, to the address provided by you, once your Product is ready for shipping, generally within two to four weeks in advance of the anticipated shipping date. All orders for which remittance has been completed in full, or for which Purchase Orders have been accepted or alternative 3rd party financing has been arranged will receive priority in shipping order, as such orders are accepted. If you have any questions, comments, or concerns regarding ROMAX’s order acceptance policy, or if you believe that your order was rejected in error, please contact OMAX at email@example.com. If you do not provide your shipping information within 30 days of ROMAX’s request, ROMAX may provide you a refund of any funds remitted, (subject to a processing fee; see Section 5), or continue to attempt to contact you, at ROMAX’s sole discretion. If ROMAX does not receive a response from you within 90 days of ROMAX’s initial request for your shipping address, or if ROMAX is not able to process your refund after that 30 day period (for example, due to a cancelled credit card or closed PayPal account), then ROMAX will treat the amount that you paid as unclaimed property in accordance with applicable law.
By agreeing to these Terms, you represent and warrant to us that you are at least 18 years old. If you are offering to purchase a Product on behalf of an entity, organization, or company, you represent and warrant that you have the legal authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization.
In order for your offer to be eligible for ROMAX’s acceptance, you must either pay the entire transaction value of the Product, in full, as set forth on the ROMAX website by credit card through PayPal, or any other acceptable payment method designated on our website, OR have submitted a Purchase Order or alternate financing transaction, the terms of which have been accepted by ROMAX. For certain types of buyers, whether commercial, industrial or consumer, ROMAX may also, from time to time, be able to arrange third party financing of all or a portion of the purchase price, upon terms and conditions of approval which will be solely and exclusively determined by such 3rd party finance source(s). You will remain responsible for remittance to ROMAX of any portion of the transaction which is not otherwise provided for in any such 3rd party financing transaction. You understand and agree that you are liable for any fines, interest, penalties, reasonable attorney fees, collection fees, taxes or other expenses incurred by ROMAX as a result or failure to pay agreed upon terms, declined credit cards, credit card charge backs, NSF (Not Sufficient Funds) bank checks and any other forms of payment that are declined or refused in any way. You agree to pay interest on your outstanding balance due at a rate of 1.5% interest per month (18% annually) for every day where payment is past due.
Please be aware that the specifications for the Product may change prior to acceptance of your order and shipping, and you will be notified of any changes upon order acceptance.
Pursuant to any request for refund, ROMAX will not be allowed because this transaction is concluded with a contract between parties. This acquisition is not considered as an online commerce.
6. Shipping and Delay.
Product is generally expected to ship within six to eight weeks from acceptance of your order. However, any shipping date is an estimate only, and the actual shipping date for any accepted order will depend on a variety of factors including, but not limited to, the manufacturing schedule, and the dates of your completed order, and when we accept your completed order. Commencement of shipping is subject to change without notice to you. Freight charges for shipments within the continental United States have been established at a flat rate and are included in the total cost for the Product to be shipped. Separate freight costs, if any, for any other accessories and other components, which may be shipped separately, will be invoiced for those separate shipments, as provided at the time of order. For shipments outside of continental United States, and internationally, ROMAX has listed shipping charges for each country on our website, and you must pay all shipping charges for the location of the address you provide. You must also pay all tariff, import, customs, tax, and other charges applicable in your jurisdiction. If shipping costs to the address that you provide for an accepted order are higher than the shipping costs you paid at the time that you offered to purchase a Product, ROMAX may, in its sole discretion, require you to pay additional shipping fees or provide a refund, (subject to a processing fee; see Section 5).
7. Transfer of Risk and Title.
For destinations in Europe, shipments by ROMAX are made as DDP Bucharest destination and title, ownership and risk of loss passes to you upon arrival of Product at your destination. In all such DAP destination cases, you should arrange immediate inspection of the Product, upon arrival at your destination facility, as any claim for damage alleged from shipping must be received by ROMAX within forty-eight (48) hours following arrival of Product at your destination facility.
The Product prices include of all taxes, including without limitation state and federal sales taxes, import and export duties, levies and charges and not include VAT (for ROMANIA customers). These tax charges are your responsibility and if you are tax exempt, you must provide appropriately executed documentation prior to shipment of Product. If you are purchasing the Products from a jurisdiction outside of the United States of America, please check with your provincial and country’s customs office to determine what these additional costs or fees will be owed by you prior to completing your order.
9. Export Control.
You acknowledge that the Product(s) may be subject to export control laws and other laws and regulations of the United States and other countries, and that if ROMAX ships a Product to you outside the United States of America, the Product may be impounded or otherwise confiscated by customs or other authorities. You are responsible for ensuring compliance with all applicable export control laws and regulations. You represent that you will not import, export, re-export, or transfer indirectly or directly any Product without obtaining proper authorization from the applicable government agencies. Without limiting the immediately preceding sentence, you will not import, export, reexport, or transfer directly or indirectly any Product to any destination for an end use that is prohibited by applicable law.
You may not use or otherwise export or re-export the Product, except as authorized by United States law and the laws of the jurisdiction in which the Product was obtained. In particular, but without limitation, the Product may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Product, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
The software and related documentation included with the Product (“Software”) are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
ROMAX is not liable to you in any way whatsoever for (i) the actions of any governmental authorities, including customs authorities; or (ii) your duty to confirm and comply with any export rules and regulations. You will defend and hold ROMAX harmless against all claims, damages, or liability resulting from any breach of the foregoing.
10. Use of the Product; ROMAX Service.
You represent that the Product is for your own use and not purchased for resale. Use of the Product may be subject to local laws, regulations, and ordinances in your jurisdiction, including air quality laws, noise control laws, criminal laws, health and safety laws, and any other applicable municipal, local, provincial, state, federal and international laws, rules and regulations. You are responsible for complying with all applicable laws. It is your responsibility to determine whether your use of the Product complies with any national, state/provincial and/or local laws, regulations, and ordinances and we do not endorse the Product for any particular use whatsoever. You may request information about the Product from ROMAX to assist you in making your determination, but ROMAX will not be liable for errors in that information, for your reliance on any information provided by ROMAX or for any decision you make in respect of the Product and/or use of the Product. You hereby represent and warrant to ROMAX that you will only use the Product in accordance with any and all applicable laws, rules and regulations in your applicable jurisdiction. You understand and agree that ROMAX may terminate your after-market support, if any, if we discover or have a good faith reason to believe that you are using the Products in violation of such applicable laws, rules or regulations.
Nothing in these terms or any information that ROMAX provides to you is intended to be or constitutes legal advice, and we strongly encourage you to consult a legal professional to determine whether your intended use of the Product complies with the laws and regulations applicable in the jurisdiction in which you intend to use the Product. If you do not have sufficient information to determine whether your use of the Product will comply with all applicable laws, regulations, and ordinances, then you should not offer to purchase the Product. If you rescind your offer prior to our acceptance of it, then in this case, we will refund to you the full amount you paid in connection with your offer. You must also use the Product in strict accordance with the user documentation provided together with the Product.
11. ROMAX After-Market Terms of Service.
ROMAX may provide access to future software developments, bug fixes, marketing materials, and spare parts and consumables through its ROMAX Marketplace website. Use of the ROMAX Marketplace website is subject to the ROMAX Terms of Service, and by placing an order for the Product, you hereby acknowledge and agree that you have read the ROMAX Terms of Service agreement and agree to be bound to its terms. If you violate the ROMAX Terms of Service, you may not be able to use the Product, obtain after-market support, including spare parts and consumables, or certain features and/or improvements in the Product. ROMAX will not be liable for your inability to use the Product. .
12. Intellectual Property/Software License.
ROMAX and its licensors own all intellectual property rights in the Product, and to all components, the Software and other aspects of the Product. If ROMAX accepts your order for a Product, you will acquire no interest or rights in ROMAX’s intellectual property, and your use of the Product will be subject to the OMAX Software License Agreement, which you are being separately asked to review and agree to, OMAX reserves all rights in and to the Product not granted expressly in these Terms or other additional license terms.
13. Limited Warranty and Disclaimer.
The OMAX Limited Warranty covering the Product is described at: www.protomax.com. By completing the steps to place your order, you acknowledge and agree that you have also reviewed and accepted the OMAX Limited Warranty. If you do not agree with the limited warranty terms, as stated, do not complete your order. EXCEPT AS MAY BE EXPRESSLY PROVIDED BY OMAX IN THE LIMITED WARRANTY, AT THE TIME THE ORDER FOR THE PRODUCT IS ACCEPTED, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT GUARANTEED WARRANTY OF ANY KIND, AND OMAX HEREBY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE PRODUCT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. OMAX DOES NOT WARRANT THAT USE OF ANY PRODUCT WILL BE UNINTERRUPTED OR FREE OF ERRORS OR OTHER HARMFUL COMPONENTS, AND DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. OMAX DOES NOT WARRANT THAT ANY PRODUCT COMPLIES WITH ALL APPLICABLE LAWS OR REGULATIONS IN ANY PARTICULAR JURISDICTION. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF THE PRODUCT. OMAX FURTHER DISCLAIMS ANY AND ALL RESPONSIBILITY, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, FOR YOUR PREMISES IN WHICH THE PRODUCT WILL BE LOCATED, INCLUDING NO RESPONSIBILITY TO OMAX FOR THE AVAILABILITY OF APPROPRIATE UTILITIES (SUCH AS BUT NOT LIMITED TO, POWER OR WATER), OR FOR ANY OTHER PHYSICAL AND/OR ENVIRONMENTAL CHARACTERISTICS OF YOUR PREMISES.
Upon request, and also as otherwise may accompany the Product at shipment, OMAX will provide you a list of Product Certifications, regarding mechanical, electrical and safety aspects, eg.: Underwriter’s Lab (“UL”), compliance with European “CE” requirements, that OMAX has obtained, as regards the Product. TO THE MAXIMUM EXTENT NOT OTHERWISE PROHIBITED BY LAW, OMAX OTHERWISE MAKES NO WARRANTY AND DISCLAIMS ANY AND ALL RESPONSIBILITY FOR COMPLIANCE WITH ANY FEDERAL, STATE, PROVINCIAL OR LOCAL LAWS, PRODUCT CODES, ORDINANCES AND THE LIKE, AS REGARDS MECHANICAL, ELECTRICAL, SAFETY, PRODUCT TESTING AND CERTIFICATION, FOR WHICH YOU WILL INSTEAD BE SOLELY AND COMPLETELY RESPONSIBLE FOR COMPLIANCE THERETO.
14. Limitation of Liability.
TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL ROMAX BE LIABLE FOR PERSONAL INJURY, OR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE ANY PRODUCT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF OMAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION WILL OTHERWISE THEN APPLY TO THE MAXIMUM EXTENT PERMITTED IN SUCH JURISDICTION. YOU AGREE THAT IF ANY LAWSUIT OR COURT PROCEEDING IS PERMITTED UNDER THESE TERMS, THE AGGREGATE LIABILITY OF ROMAX AND ITS AFFILIATES AND SUPPLIERS TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OR INABILITY TO USE A PRODUCT WILL NOT (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT YOU PAID TO ROMAX FOR THAT PRODUCT. THESE LIMITATIONS WILL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.
15. Governing Law.
This Agreement shall be subject to, construed by and enforced in accordance with the state laws of Romania, without regard for its conflicts of laws principles and, if applicable, the law of Romania. The parties agree to attorn to the exclusive jurisdiction of the state and federal courts sitting at Bucharest, Romania, provided that nothing in this Agreement shall prevent ROMAX from taking action in any court of competent jurisdiction to seek injunctive and equitable relief to restrain you from any breach of this Agreement. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and, if the foregoing modification is not possible, it shall be severed from this Agreement, and the remaining portions of this Agreement will remain in full force and effect.
17. Attorneys’ Fees.
In addition to any other rights hereunder, the substantially prevailing party, as a court of competent jurisdiction as provided above) may determine, in any claim or other dispute which relates to this Agreement, regardless of whether such claim or other dispute arises from a breach of contract, tort, violation of a statute or other cause of action, shall have the right to recover and collect from the other party its reasonable costs and expenses incurred in connection therewith, including, without limitation, its reasonable attorneys’ fees incurred in any litigation or appeal therefrom. If a party substantially prevails on some aspects of such claim or dispute but not others, the court may apportion any award of costs or attorneys’ fees in such manner as it deems equitable. Attorney’s fees and costs shall also be recoverable in any action to enforce the award.
18. Relation of Parties.
Nothing in this Agreement will create or imply an agency relationship between the parties, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.
The Software is owned by OMAX and is protected by United States copyright laws and international treaty provisions. You may not remove the copyright notice from any copy of the software or any copy of the written materials, if any, accompanying the Product.
20. Trade Secrecy and Intellectual Property Restrictions.
The Product, and particularly the Software, contains confidential trade secret information of OMAX. You may not use the Product or any element of the Product as a model or instructional aid to reverse engineer the Product or any element, component or aspect thereof. If you or any person using the Product works for a corporation, partnership, or any other type of entity, other than OMAX, that makes water jet or abrasive water jet cutters, you may not, under any circumstances use the Product or allow any third party under your affiliation or control to use the Product for any purpose. “OMAX” and “PROTOMAX” are the intellectual property of OMAX. Use of OMAX/ROMAX trademarks without prior written authorization from OMAX is a violation of OMAX/ROMAX’s trademark protection. OMAX/ROMAX will pursue any persons which have used this intellectual property without written permission and will prosecute to the fullest extent of the law. Unless otherwise specified, all materials, including the text, instruction manuals, designs, logos, graphics, icons, and images, as well as the selection, assembly and arrangement are the intellectual property of OMAX. The use of any of trademarks or copyrights without the prior written consent of OMAX/ROMAX is strictly prohibited. All other trademarks, service marks or copyrights are property of their respective owners.
21. Force Majeure.
If OMAX accepts your offer to purchase a Product, OMAX/ROMAX will not be liable to you for any delay, including any delay due to an event beyond OMAX/ROMAX’s reasonable control, such as an act of God, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or man-made eventuality outside of OMAX/ROMAX’s control.
23. Modification of these Terms
We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time and ROMAX will notify you of any such changes. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, you should determine to timely accept the modified Terms, or your order will be cancelled and refund provided pursuant to Section 5. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
24. Consent to Electronic Communications.
25. Entire Agreement.
You may not assign or transfer this Agreement to any third person without ROMAX’s prior written consent. Notwithstanding the foregoing, ROMAX’s consent shall not be required in connection with (a) any transfer of equity interests, or (b) any assignment to (1) any affiliated entity under common control with you, (2) the surviving entity resulting from a merger or consolidation of you, (3) the acquirer of substantially all of your assets, or (4) the acquirer of the operating division of you then utilizing the Product. Any purported assignment by you other than in accordance with this Section 26 shall be null and void and of no effect. ROMAX may assign these Terms at any time without notice or consent, so long as the assignee accepts all of the Terms hereto, without exception.
The waiver by any party of any breach of this Agreement will not be construed to be a waiver of any succeeding breach. All waivers must be in writing, and signed by the party waiving its rights.
28. Contact Information.
ROMAX Waterjet SRL – Str. Luica 170-172 sect 4 Bucuresti 040994. You may contact us by sending correspondence to that address or by emailing us at firstname.lastname@example.org
OMAX SOFTWARE LICENSE AGREEMENT
1. GRANT OF LICENSE
Pursuant to the terms of this Agreement, OMAX Corporation, (OMAX) or ROMAX Waterjet (ROMAX), grants to the equipment owner, its officers, directors, employees, contractors and agents (“Licensee”), a non-exclusive, non-transferable License, as described in this Agreement, to use this Software, so long as the following conditions, as listed in Sections 1-8 herein, (“License Conditions”) are met:
i.Licensee will utilize the Software in preparation of cutting and machining projects to be executed solely on a product designed and manufactured by OMAX;
ii.Licensee is in good financial standing in Licensee’s account with OMAX;
iii.Licensee does not use; provide, or in any manner whatsoever, directly or indirectly; assist in using or providing a version/copy of the Software; or any information data, or other output derived from the Software to any person or legal entity that is engaged in the manufacture, sale, distribution or other commercial affiliation of any other non-OMAX machine tool, including but not limited to, no other non-OMAX waterjet or abrasive-waterjet equipment;
iv. All applicable patent and copyright notices are maintained and displayed on the Software;
v.Licensee does not incorporate this Software, in whole or in part, into a system or product (software or hardware), whether for resale or not for resale, that was not designed and manufactured by OMAX;
vi. Licensee does not rent, lease, lend, sell, redistribute, assign or sublicense the Software;
vii. Licensee does not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software, nor any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Software);
Violation of any of these License Conditions may subject Licensee to prosecution and damages. Licensee agrees to be bound by the terms of these License Conditions.
The Software is owned by OMAX and is protected by United States copyright laws and international treaty provisions. Licensee may not remove the copyright notice from any copy of the Software or any copy of the written materials, if any, accompanying the Software.
3. TRADE SECRECY RESTRICTIONS
The Software contains confidential trade secret information of OMAX. Licensee may not use the Software as a model or instructional aid for creating software which is intended to function in a system that does not include an OMAX computer controlled machine tool. If Licensee or any person using the Software works for a company, other than OMAX, that makes water jet or abrasive water jet cutters that accept computer generated input, Licensee may not load or run the software on any computer system.
4. [NOT USED]
5. [NOT USED]
6. NO WARRANTY, DISCLAIMER OF LIABILITY AND LIMITATION OF LIABILITY
LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SOFTWARE IS AT LICENSEE’S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOFTWARE AND ANY SERVICES PERFORMED OR PROVIDED BY OMAX/ROMAX (“SERVICES”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND OMAX HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. OMAX/ROMAX DOES NOT WARRANT AGAINST INTERFERENCE WITH LICENSEE’S ENJOYMENT OF THE SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY THE SERVICES WILL MEET LICENSEE’S REQUIREMENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OMAX/ROMAX OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SERVICES PROVE DEFECTIVE, LICENSEE ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. THESE EXCLUSIONS OF IMPLIED WARRANTIES OR LIMITATIONS WILL BE IMPLEMENTED TO THE FULLEST EFFECT PERMITTED BY LAW, SUBJECT ONLY TO ANY SPECIFIC RESTRICTIONS OF LICENSEE’S LOCAL JURISDICTION.
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL OMAX/ROMAX BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO LICENSEE’S USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF OMAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE EXTENT THAT ANY OF THE PROVISIONS FOR NO WARRANTY AND FOR DISCLAIMER OF LIABILITY, AS DESCRIBED HEREIN, MAY BE LIMITED BY LICENSEE’S LOCAL JURISDICTION, SUCH PROVISIONS WILL BE PURSUED AND IMPLEMENTED TO THE FULLEST EXTENT PERMITTED WITHIN LICENSEE’S LOCAL JURISDICTION.
OMAX/ROMAX’S ENTIRE LIABILITY FOR ANY BREACH OR DEFAULT BY OMAX OF ANY OF THE PROVISIONS OF THIS AGREEMENT, OR WITH RESPECT TO ANY CLAIM ARISING HERE FROM OR RELATED HERETO, AND REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT OR TORT, INCLUDING NEGLIGENCE, SHALL IN NO EVENT EXCEED THE GREATER OF (A) THE AMOUNT(S) SPECIFICALLY INVOICED AS A LINE ITEM ON AN INVOICE ISSUED TO YOU AS LICENSEE BY OMAX, WHICH AMOUNT IS SPECIFICALLY DESCRIBED AS FOR (i) LICENSE FEES FOR SOFTWARE AND/OR (ii) MAINTENANCE SERVICE FOR SOFTWARE OR (B) FIVE THOUSAND DOLLARS ($5,000).
7. COMPLIANCE WITH EXPORT CONTROL LAWS OF THE UNITED STATES OF AMERICA
Licensee may not use or otherwise export or re-export the Software, except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Software, Licensee represents and warrants that Licensee is not located in any such country or on any such list. Licensee also agrees that Licensee will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of any nuclear, missile, chemical or biological weapons.
h.The Software and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights are reserved by OMAX under the copyright laws of the United States.
8.1 Relation of Parties.
Nothing in this Agreement will create or imply an agency relationship between the parties, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.
Licensee may not assign, voluntarily, or by operation of law, or otherwise, any rights or delegate any duties under this Agreement without OMAX’s prior written consent, which consent will not be unreasonably withheld, and so long as Licensee is in compliance with the provisions of this Agreement.
8.3 Equitable Remedies and Injunctive Relief.
Licensee acknowledges and agrees that any breach by Licensee of this Agreement, including but not limited to any infringement, violation or misappropriation of the intellectual property rights of OMAX may cause irreparable harm to OMAX not reasonably compensable by money damages. Accordingly, Licensee agrees that, in addition to all other remedies OMAX may have at law, OMAX shall be entitled to seek immediate equitable relief, including an injunction, against Licensee in any court of competent jurisdiction in order to restrain Licensee’s breach of this agreement or infringement, violation or misappropriation of the intellectual property rights of OMAX without the necessity for OMAX to prove the likelihood of irreparable harm, or that damages are not an adequate remedy, and without any requirement by OMAX to post bond or undertaking as to damages.
8.4 Governing Law and Venue..
This Agreement shall be subject to, construed by and enforced in accordance with the state laws of Washington state without regard for its conflicts of laws principles and, if applicable, the laws of United States of America. Subject to 8.6, the parties agree to attorn to the exclusive jurisdiction of the state and federal courts sitting at Seattle, Washington, USA, provided that nothing in this Agreement shall prevent OMAX from taking action in any court of competent jurisdiction to seek injunctive and equitable relief to restrain Licensee from any breach of this Agreement.
8.5 Attorneys’ Fees.
In addition to any other rights hereunder, the substantially prevailing party, as a court of competent jurisdiction (as provided above) may determine, in any claim or other dispute which relates to this Agreement, regardless of whether such claim or other dispute arises from a breach of contract, tort, violation of a statute or other cause of action, shall have the right to recover and collect from the other party its reasonable costs and expenses incurred in connection therewith, including, without limitation, its reasonable attorneys’ fees incurred in any litigation or appeal therefrom. If a party substantially prevails on some aspects of such claim or dispute but not others, the court may apportion any award of costs or attorneys’ fees in such manner as it deems equitable.
If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and, if the foregoing modification is not possible, it shall be severed from this Agreement, and the remaining portions of this Agreement will remain in full force and effect.
8.7 Force Majeure.
Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party’s reasonable control.
The waiver by any party of any breach of this Agreement will not be construed to be a waiver of any succeeding breach. All waivers must be in writing and signed by the party waiving its rights.
8.9 Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.
- OMAX Corporation (“OMAX”) and ROMAX Waterjet (ROMAX) warrants its ProtoMAX® equipment, and all its manufactured components, (“Products”), to be free of defects in workmanship and material for a period of one year from the date of shipment. This warranty does NOT include wear parts and consumable parts such as seals, valves, abrasive-jet nozzles, mixing tubes, orifices, high-pressure hose, pump, or other high-pressure components. This warranty specifically excludes any claims for the effects of corrosion, erosion, adverse water conditions, and temperature, and also, normal wear and tear, or component failures caused by (i) accident, (ii) negligence, misuse, improper installation or abuse, or (iii) unauthorized repair or alteration, or failure to maintain the affected components, in accordance with OMAX technical manuals and all OMAX specifications. Buyer is strongly cautioned that poor water quality and/or high inlet water temperature may significantly reduce operational life; see water quality and temperature recommendations and utility specifications at protomax.com.
- All labor is the responsibility and expense of the Buyer. OMAX/ROMAX’s liability is limited solely to repair or replacement with equivalent items or refund of the purchase price upon return of the subject nonconforming Product(s), all at OMAX/ROMAX’s exclusive option,. This warranty is conditioned upon (a) Buyer requesting from OMAX/ROMAX, a Returned Material Authorization (RMA) within ten (10) days of defect discovery; (b) the return of alleged defective components to OMAX/ROMAX within 30 days of issuance of the RMA (c) OMAX/ ROMAX ‘s determination that such defects were warrantable, and not excludable, as outlined herein. Freight charges, brokerage charges, duties and taxes both for return of parts and for parts or components provided by OMAX/ROMAX, will be the responsibility of the Buyer. Unauthorized repair/alteration or any use of third party replacement parts which are not manufactured or supplied by OMAX/ROMAX, will automatically void this warranty and result in the denial of any claims. Accessories or equipment manufactured by others but furnished by OMAX/ROMAX shall carry the warranty conveyed by the manufacturer to OMAX/ROMAX. The original warranty period of any component that has been repaired or replaced by OMAX shall not thereby be extended.
OTHER INDEMNITY/WARRANTY PROVISIONS AND THE LIMITS THEREON
- OMAX indemnifies Buyer for any damages and costs finally awarded against Buyer on the grounds that a ProtoMAX® Product, (but not any third party items), infringe any valid United States patents or copyrights of any third party, provided that Buyer notifies OMAX/ROMAX in writing of any such claim within ten days after learning thereof and that Buyer gives OMAX/ROMAX full control over the defense and settlement of the claim, and fully cooperates with OMAX/ROMAX with respect thereto. If any such claim is brought or appears to OMAX/ROMAX likely to be brought, OMAX/ROMAX may at its option replace or modify the Products to make them non-infringing, or refund to Buyer, the price paid therefor, less twenty percent for each year which has passed since the shipment date. Buyer shall discontinue all use of any portion of the Products that has been replaced or modified or for which a refund has been tendered, and shall return same to OMAX/ROMAX.
- OMAX/ROMAX ‘s obligations hereunder shall not apply to any claim based on: i) OMAX having followed Buyer’s specification or requests; ii) the use of Products to practice a process not recommended by OMAX/ROMAX, or iii) in conjunction with items or modifications not supplied by OMAX/ROMAX, and the Buyer shall similarly indemnify OMAX with respect to such claims.
- THE FOREGOING STATES OMAX’S SOLE RESPONSIBILITY AND BUYER’S SOLE REMEDY FOR ANY INFRINGEMENTS OF PROPRIETARY RIGHTS. OMAX MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS OF PURPOSE, FROM COURSE OF PERFORMANCE, OR OF DEALING OR USAGE OF TRADE. IN NO EVENT SHALL OMAX BE LIABLE TO BUYER OR TO ANY THIRD PARTY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES INCLUDING WITHOUT LIMITATION, LOSS OF USE, DELAYS OR LOST PROFITS OR SAVINGS RELATED TO THE PRODUCTS, THE USE OR LOSS OF USE THEREOF, THE PERFORMANCE OR BREACH OF THIS AGREEMENT BY OMAX, OR OTHERWISE, EVEN IF OMAX/ROMAX IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF THE EXCLUSIVE REMEDIES STATED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. BUYER’S RIGHTS AS STATED HEREIN ARE ITS EXCLUSIVE REMEDIES. Buyer agrees that regardless of the form or action, whether in contract or tort, including negligence, OMAX/ROMAX’s liability for damages hereunder or otherwise with respect to the Products or their use shall not exceed the total sum paid by Buyer to ROMAX for the Products causing such damages. (R/09/24/10)
- Privacy Statement Effective as of September 2, 2008
com, inc. (“OMAX.com” or the “Company”) is committed to protecting the privacy of your information. This Privacy Statement describes OMAX.com’s information collection practices.
- If you have any questions about this Privacy Statement, please contact email@example.com.
1. Web Sites Covered
- com, ROMAX.com.ro, PROTOMAX.ro Web sites may contain links to other Web sites. OMAX.com ROMAX.com.ro, PROTOMAX.ro is not responsible for the information practices or the content of such other Web sites. The Company encourages you to review the privacy statements of other Web sites to understand their information practices.
2. Personal Information Collected
- Information requests require your name, email, and phone number. Company, zip code and website address are optional. Some support areas require your OMAX/ROMAX account number, machine serial number(s), and your business name.
- The Company uses the information collected from you to respond to your informational, technical, and support requests and to communicate offers or information we believe you may find of interest. OMAX/ROMAX will never sell your personal information to any third parties. OMAX/ROMAX may forward your information to an OMAX/ROMAX distributor if the Company believes the distributor would be a more suitable party to answer your request.
- As you navigate the Company’s Web sites, OMAX.com, ROMAX.com.ro, PROTOMAX.ro may also collect information through the use of commonly-used information-gathering tools, such as cookies and Web beacons (“Web Site Navigational Information”). Web Site Navigational Information includes standard information from your Web browser (such as browser type and browser language), your Internet Protocol (“IP”) address, and the actions you take on the Company’s Web sites (such as the Web pages viewed and the links clicked).
3. Use of Information Collected
- The Company uses your information to answer your requests. For example, if you fill out a “Contact Us” Web form, the Company will use the information provided to contact you about your interest in OMAX/ROMAX products.
- The Company may also use your information for marketing purposes. For example, the Company may use information you provide to contact you to further discuss your interest in OMAX.com, ROMAX.com.ro, PROTOMAX.ro OMAX products, and to send you information regarding the Company and its partners, such as information about promotions or events.
- com uses Web Site Navigational Information to operate and improve the Company’s Web sites. The Company may also use Web Site Navigational Information in combination with your information to provide you personalized information about the Company.
4. Web Site Navigational Information
- com, ROMAX.com.ro, PROTOMAX.ro uses commonly-used information-gathering tools, such as cookies and Web beacons, to collect information as you navigate the Company’s Web sites (“Web Site Navigational Information”) . This section describes the types of Web Site Navigational Information the Company may collect and how the Company may use this information.
- There are two types of cookies: session-based and persistent-based. Session cookies exist only during one session. They disappear from your computer when you close your browser software or turn off your computer. Persistent cookies remain on your computer after you close your browser or turn off your computer.
- If you have chosen to identify yourself to OMAX.com, ROMAX.com.ro, PROTOMAX.ro, the Company uses session cookies containing encrypted information to allow the Company to uniquely identify you. Each time you log into our Support area, a session cookie containing an encrypted, unique identifier that is tied to your account is placed in your browser. These session cookies allow the Company to uniquely identify you when you are logged into the Service and to process your online downloads and requests. Session cookies are required to use the OMAX.com, ROMAX.com.ro, PROTOMAX.ro support area.
- com, ROMAX.com.ro, PROTOMAX.ro uses persistent cookies that only the Company can read and use to identify browsers that have previously visited the Company’s Web sites. When you visit the OMAX.com, ROMAX.com.ro, PROTOMAX.ro website, a unique identifier is associated with a persistent cookie that the Company places on your Web browser. The Company is especially careful about the security and confidentiality of the information stored in persistent cookies. For example, the Company does not store account numbers or passwords in persistent cookies. If you disable your Web browser’s ability to accept cookies, you will be able to navigate the Company’s Web sites, but you will not be able to successfully use the OMAX.com, ROMAX.com.ro, PROTOMAX.ro support area.
- com, ROMAX.com.ro, PROTOMAX.ro may use information from session and persistent cookies in combination with your provided information to provide you with information about the Company.
- com, ROMAX.com.ro, PROTOMAX.ro uses Web beacons alone or in conjunction with cookies to compile information about Customers and Visitors’ usage of the Company’s Web sites and interaction with emails from the Company. Web beacons are clear electronic images that can recognize certain types of information on your computer, such as cookies, when you viewed a particular Web site tied to the Web beacon, and a description of a Web site tied to the Web beacon. For example, OMAX.com, ROMAX.com.ro, PROTOMAX.ro may place Web beacons in marketing emails that notify the Company when you click on a link in the email that directs you to one of the Company’s Web sites. OMAX.com, ROMAX.com.ro, PROTOMAX.ro uses Web beacons to operate and improve the Company’s Web sites and email communications. OMAX.com, ROMAX.com.ro, PROTOMAX.ro may use information from Web beacons in combination with Data About OMAX.com, ROMAX.com.ro, PROTOMAX.ro Customers to provide you with information about the Company and the Service.
- When you visit OMAX.com, ROMAX.com.ro, PROTOMAX.ro’s Web sites, the Company collects your Internet Protocol (“IP”) addresses to track and aggregate non-personally identifiable information. For example, OMAX.com, ROMAX.com.ro, PROTOMAX.ro uses IP addresses to monitor the regions from which Customers and Visitors navigate the Company’s Web sites.
Third Party Cookies
- From time-to-time, OMAX.com, ROMAX.com.ro, PROTOMAX.ro engages third parties to track and analyze non-personally identifiable usage and volume statistical information from individuals who visit the Company’s Web sites. OMAX.com, ROMAX.com.ro, PROTOMAX.ro may also use other third-party cookies to track the performance of Company advertisements. The information provided to third parties does not include personal information, but this information may be re-associated with personal information after the Company receives it. This Privacy Statement does not cover the use of third party cookies.
5. Public Forums, Refer a Friend, and Customer Testimonials
- com, ROMAX.com.ro, PROTOMAX.ro may provide bulletin boards, blogs (www.drolsenslab.com), or live chat on the Company’s Web sites. Any personally identifiable information you choose to submit in such a forum may be read, collected, or used by others who visit these forums, and may be used to send you unsolicited messages. OMAX.com, ROMAX.com.ro, PROTOMAX.ro is not responsible for the personally identifiable information you choose to submit in these forums.
- Customers and Visitors may elect to use the Company’s referral service to inform friends about the Company’s Web sites. When using the referral service, the Company requests the friend’s name and email address. OMAX.com, ROMAX.com.ro, PROTOMAX.ro will automatically send the friend a one-time email inviting him or her to visit the Company’s Web sites. OMAX.com, ROMAX.com.ro, PROTOMAX.ro does not store this information.
- com, ROMAX.com.ro, PROTOMAX.ro posts a list of Customers and testimonials on the Company’s Web sites (“Customer Spotlights”) that contain information such as Customer names and titles. OMAX.com, ROMAX.com.ro, PROTOMAX.ro obtains the consent of each Customer prior to posting any information on such a list or posting testimonials.
6. Sharing of Information Collected
- com, ROMAX.com.ro, PROTOMAX.ro may share your information with the Company’s agents so that these agents can contact Customers and Visitors who have provided contact information on our behalf. OMAX.com, ROMAX.com.ro, PROTOMAX.ro may also share your information with the Company’s agents to ensure the quality of information provided. OMAX.com, ROMAX.com.ro, PROTOMAX.ro does not share, sell, rent, or trade personally identifiable information with third parties for their promotional purposes.
- com, ROMAX.com.ro, PROTOMAX.ro reserves the right to disclose personally identifiable information of the Company’s Customers or Visitors if required by law or if the Company reasonably believes that disclosure is necessary to protect the Company’s rights and/or to comply with a judicial proceeding, court order, or legal process.
7. Communications Preferences
- com, ROMAX.com.ro, PROTOMAX.ro offers Customers and Visitors who provide contact information a means to choose how the Company uses the information provided. You may manage your receipt of marketing and non-transactional communications by clicking here or by clicking on the “unsubscribe” link located on the bottom of the Company’s marketing emails. Additionally, you may send a request specifying your communications preferences to firstname.lastname@example.org or sau email@example.com. Customers cannot opt out of receiving transactional emails related to their account with OMAX.com ROMAX.com.ro, PROTOMAX.ro or OMAX/ROMAX support.
8. Correcting and Updating Your Information
- Customers may update or change their OMAX support registration by contacting firstname.lastname@example.org. Be sure to detail your changes in your email. To discontinue your account please email email@example.com call +40 314 254 510. Requests to access, change, or delete your information will be handled within 30 days.
- com, ROMAX.com.ro, PROTOMAX.ro support uses password protected security measures to protect your information from unauthorized access, maintain data accuracy, and help ensure the appropriate use of your account information. To access the OMAX/ROMAX support area your username and password are required. OMAX.com, ROMAX.com.ro, PROTOMAX.ro also implements an advanced security method based on dynamic data and encoded session identifications.
10. Changes to this Privacy Statement
11. Contacting Us
- Questions regarding this Privacy Statement or the information practices of the Company’s Web sites should be emailed to firstname.lastname@example.org.
COPYRIGHT © 2018 ROMAX Waterjet SRL ALL RIGHTS RESERVED.
STR. LUICA 170-172 SECT 4 BUCHAREST 040994 – ROMANIA