Terms & Conditions
THESE TERMS AND CONDITIONS APPLY TO SALES AND OPEN ONLINE ORDERS. PLEASE READ THESE TERMS CAREFULLY. PLEASE NOTE THAT SPECIAL TERMS APPLY TO CONSUMERS, WHICH PREVAIL OVER THE OTHER PROVISIONS OF THESE TERMS AND CONDITIONS.
1.1 This website is operated by Esilience Technologies LLC. with registered office at 1430 Truxtun Ave, 5th Floor, Bakersfield CA, 93301, (referred as "Esilience Technologies" or "we" or "us").
1.2 Esilience Technologies is a RESELLER OF COMPUTER RELATED PRODUCTS, PERIPHERALS and ACCESORIES.
1.3 This website is intended for use by Esilience.com’s current and prospective Customers. Persons who place an order for our products are bound by Esilience.com’s Terms and Conditions. Please review these Terms and Conditions, before placing any order through this website or otherwise.
1.4 We provide access to and use of the Esilience.com’s website subject to the following terms and conditions which may be updated by us without notice to you.
BY ORDERING PRODUCTS FROM US, WHETHER BY USING OR ACCESSING THE WEBSITE, YOU WILL BE DEEMED TO HAVE ACCEPTED THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE CEASE USING THE WEBSITE.
2 - Definitions
2.1 "Business Customer" means a Customer who is not a Consumer.
2.2 "Consumer" means an individual who is not acting for the purposes of his or her business or profession.
2.3 "Esilience.com" means Esilience Technologies, LLC. also referred to as "we" or "us" in these Terms and Conditions.
2.4 "Catalog" means the catalog of products and services offered by Esilience.com.
2.5 "Force Majeure" means any cause affecting the performance by Esilience.com of its obligations arising from acts, events, omissions, happenings, or non-happenings beyond its reasonable control including (but not limited to) governmental regulations, fire, flood, or any disaster or industrial dispute affecting a third party.
2.6 "Normal Working Hours" means 9:00 AM to 5:00 PM PST on a Working Day.
2.7 "Working days" means Monday to Friday, excluding Bank or other Public holidays.
2.8 "Open Online" or "website" means the Esilience.com internet website, accessed through the address www.Esilience.com.
2.9 "Customer" means a Business Customer, Customer, or potential Customer of Esilience.com.
2.10 "User" means the person who accesses Open Online on behalf of the Customer.
2.11 "Administrator" means the person who is incharge to administrate and authorize Users on behalf of the Customer.
2.12 "Products" means the products listed for sale on Open Online, which can be purchased by the Customer.
2.13 "Terms and Conditions" means the terms and conditions for access to the Esilience.com Open Online system by the Customer and its Users and the Esilience.com Limited Terms and Conditions of sale, which deal with the commercial and trading aspects between the Customer and Esilience.com.
3 - Orders
3.1 These Terms and Conditions govern all sales of Esilience.com’s products (the “Products”) by Seller to Customer regardless of whether Customer purchases the Products through the medium of written purchase orders or electronic orders via EDI (collectively “Purchaser Orders”). Upon receipt by Customer of an express acceptance by Esilience.com or upon commencement of performance by Esilience.com, these Terms and Conditions, the Purchase Order, as modified by Esilience.com’s acceptance or order acknowledgment, become a binding contract between Customer and Esilience.com on the terms reflected in those documents (the “Sales Agreement”). In case of a conflict between these Terms and Conditions and any Purchaser Order, these Terms and Conditions prevail except where Esilience.com has expressly agreed to the conflicting term in the Purchase Order in its acceptance or acknowledgment. In case of a conflict between the Purchaser Order and Esilience.com’s acceptance or order acknowledgment, the acceptance or order acknowledgment prevails. Nothing in these Terms and Conditions is intended to impinge upon a Consumer's statutory or contractual rights to reject faulty Products.
3.2 All orders are subject to acceptance and to availability of the Products ordered: Esilience.com is entitled to refuse any order placed by you.
3.3 You undertake that:
3.3.1 all details you provide to us for the purpose of purchasing Products or services offered on our web site are correct, and
3.3.2 the credit or debit card you use to make a purchase from us is your own card or your company's card, that you are authorized to use it, and that there are sufficient funds or credit facilities to cover the cost of any Products or services you order from us. We reserve the right to obtain validation of your credit or debit card details before providing you with any Products or services.
3.4 Please note, Esilience.com may record and / or monitor inbound and outbound calls and electronic traffic for training purposes.
3.5 Acceptance of any order is subject to credit approval and acceptance of order by Esilience.com. If Customer’s credit becomes unsatisfactory to Esilience.com, Esilience.com reserves the right to terminate upon notice to Customer and without liability to Esilience.com.
4 - Prices
4.1 All prices are exclusive of any applicable sales taxes, for which (if applicable) the Customer shall be additionally liable. Sales taxes are usually applicable in California but may include other states, countries, and/or provinces.
4.2 Esilience.com reserves the right, by giving written notice to the Customer at any time before delivery, to increase the price of the Products to reflect any changes in specifications for the Products which are requested by the Customer or are necessary as a result of any delay caused by (a) the Customer's instructions or (b) the Customer's failure to provide adequate information or instructions to Esilience.com.
5 - Ordering
5.1 We will confirm receipt of your order by email.
5.2 We will confirm that your order has been accepted by email.
5.3 We will confirm that your order has been dispatched with its tracking number by email.
5.4 Please note that we use the email address that you have given us either on the web, on the phone, or by fax.
6 - Delivery, Title, and Risk
6.1 For all delivery questions, please contact Customer Support or call at (833) 375-8324 (Toll Free), 661-800-4957 (International). To check the status of your order, please log into your account at Esilience.com.
6.2 Esilience.com shall use reasonable endeavors to dispatch Products by the date agreed with the Customer but does not accept liability for failure to deliver within the stated time where this is caused by circumstances beyond our reasonable control, such as delays caused by delivery companies or manufacturer lead times. If a delay is likely, we shall use reasonable efforts to contact the Customer and advice of the delay. A Customer who is a Consumer shall be entitled to cancel an order when advised of a delay if the revised delivery date is not acceptable.
6.3 In the case of a Business Customer, if Esilience.com is unable to deliver the Products within 30 days of the agreed delivery date, the Business Customer will, as its sole remedy, be entitled to cancel the order and require any monies paid to Esilience.com in respect of that order to be refunded. In order to cancel, the Business Customer must send written notice of cancellation to Esilience.com after the above date but before delivery of the products or notification from Esilience.com that the Products are ready for delivery.
6.4 In the case of Business Customers Esilience.com does not accept liability for shortages or damage to deliveries unless the Business Customer notifies Esilience.com of the shortage or damage in writing within 48 hours of receipt of the delivery. Business Consumers should notify shortages or damage within a reasonable period of becoming aware.
6.5 Business Customers are required to be able to accept the Products when they are ready for delivery within Normal Working Hours.
6.6 The Products are at the risk of Esilience.com from the time of their delivery by Esilience.com to the Designated Carrier. If for any reason the Customer will not accept delivery of any of the Products when they are ready for dispatch to the Designated Carrier, or Esilience.com is unable to dispatch the Products to the Designated Carrier on time, because the Customer has not provided appropriate instructions, documents ,or authorizations, risk in the Products will pass to the Customer (including for loss or damage caused by Esilience.com negligence) from the moment of a signed proof of delivery, the Products will be deemed to have been delivered, Esilience.com may store the Products until delivery where upon the Customer will be liable for all related costs and expenses and Condition 4.2 shall apply.
6.7 Title in the Products does not pass to the Customer until payment is received in full by Esilience.com.
6.8 If the Customer cannot accept delivery, Esilience.com may at its option: (i) store and insure the Products at the Customer's expense and risk or (ii) sell the Products at the best price reasonably obtainable and (after deducting reasonable storage insurance and selling costs) pay to the Customer any excess over the sale price or charge the Customer for any shortfall or (iii) re-arrange delivery provided that Esilience.com may charge the Customer for the additional delivery costs incurred.
6.9 The Customer may request a proof of delivery, provided that this request is made in writing within 3 months of the date of delivery and Esilience.com shall use reasonable efforts to provide such proof. Thereafter, delivery shall be deemed to have been successfully completed.
6.10 Upon delivery of the Products, the Customer will be asked to sign a proof of delivery to acknowledge safe receipt. It is the responsibility of the Customer to ensure that the number of packages delivered corresponds with the number stated on the delivery note. Where a discrepancy occurs or where there is evident damage to the packaging, this should be noted on the proof of delivery without amendment.
6.11 Delivery terms:
6.11.1 Standard delivery: With standard delivery, you receive your complete order within 1 to 2 days, from the point when all the items in your order are in stock.
6.11.2 Same Day delivery: With same day delivery, you receive your order for items that are in stock before close of business for all orders placed within the United States before 4:00 PM PST.
6.11.3 Part Shipping: If you order more than one item, it is possible that they could be on different lead-times; and therefore, you could request various deliveries and will be charged for all extra deliveries above the standard.
6.11.4 Shipping to Various Locations: Some customers purchase centrally and wish to have various items delivered to various offices; this can be done after the relevant security checks are clear and the added costs covered.
6.11.5 We deliver to all the states in North America. Shipment is done via Federal Express or UPS. Once the dispatch of your order is realized, the delivery time is up to 2 days maximum through Federal Express or UPS. Esilience.com reserves the right to select the method of delivery at its sole discretion.
6.11.6 Please note that since DHL does not deliver on weekends, your order placed on a Friday will be delivered to you by the following business day provided that your product is in stock at our warehouse.
7 - Availability
7.1 Our web site is regularly updated throughout the day to ensure that we provide accurate details on product availability, and the listed lead-time is regularly updated. We endeavor to ensure availability on all our advertised items is constant; however, we cannot warranty availability. In the unlikely event that your chosen item is unavailable, we will contact you within a reasonable time to advice about the expected delivery dates. If a product that has been ordered is still not available after the indicated waiting period has elapsed, we will contact you by email or by phone in order to propose an extension to the waiting period or to suggest a different product. If a product is shown as being out of stock in our internet site, there is still a chance that one of our suppliers may have stock. If you wish to check this, please contact us via phone or email.
8 - Payments
8.1 There are five different ways to arrange payment, whether you are ordering online, by phone, fax, or email: Account, Credit and Debit Cards, or Bank transfer.
8.1.1 On Account - By filling in our Credit Application Form. Once submitted, the credit department will determine the credit limit at our discretion. This process can take up to a week. Once complete, we can offer up to 30 days net terms within the assigned credit limit.
8.1.2 Credit and Debit cards: American Express, Visa, and MasterCard: by means of a secure payment system (your card is charged at the day of your order for security reasons). This can either be done online or by filling in the credit card form.
8.1.3 Bank transfer payment: Esilience.com offers the opportunity to pay by bank transfer. Please note that Bank transfers from abroad will only be accepted if the additional transfer costs are paid by the customer. Your payment will be processed when your bank transfer is received. Once your payment received, we will dispatch your Products. The processing of off-line payments may take several days.
8.1.4 By Telephone: Through our customer service at (833) 375-8324 (Toll Free), 661-800-4957 (International). If you place a high-value order, we reserve the right to contact you for further confirmation of your order details, prior to authorization.
8.2 Please note that for security reasons, Esilience.com reserves the right to ask its clients for a bank transfer payment for the first time transaction.
8.3 Please note that if our insurance company and fraud detection department suspect any suspicious detail, we reserve the right to cancel the transaction for security reasons.
8.4 Esilience.com standard terms of payment for credit account Customers is 30 days from the date of the invoice, and this will apply except in the case of transactions where different terms are agreed in writing. If payment is not made on the due date, Esilience.com will be entitled to charge interest daily on the outstanding balance at the rate of 18% per annum for Business Customers and at a rate of 5% per annum for Consumers.
9 - Product Specifications
9.1 We make every effort to supply the Products as advertised but reserves the right to supply the Products subject to minor variations in actual dimensions and specifications where these are changed by the manufacturer.
9.2 If Esilience.com cannot supply the Products ordered by the Customer, Esilience.com reserves the right to offer Products of equal or superior quality at no extra cost. In such a case, if the Customer does not wish to accept the alternative Products offered, they may cancel the order and require the refund of any money paid to Esilience.com in respect of that order, including shipping charges. This shall be the sole remedy of the Customer in these circumstances.
10 - Trade Names and Trade Marks
10.1 Trade names and marks (other than Esilience.com's) are not always indications of the actual manufacturer of a particular product and may rather be indicative of general use systems and machines associated with such products.
10.2 In the case of component purchases, Customers requiring a particular brand of product should, before placing an order, check with Esilience.com the identity of the manufacturer of component it is proposed to purchase.
11 - Warranties and Returns
11.1 Esilience.com is committed to providing our Customers with the highest quality products and service. However, on rare occasions, products may be found to be faulty or defective. In such cases, we offer the returns facilities described below:
11.2 Unless otherwise stated in the manufacturer's documentation, all Products delivered carry a 12-month manufacturer's warranty.
11.3 If you purchase Products in the course of your business, the following previsions of this Clause shall apply. Other than the express provisions set out in these Terms and Conditions, all other terms and the implied terms or warranties relating to the supply of Products are excluded to the fullest extent permitted by law.
PRODUCTS ARE NOT TESTED OR SOLD AS BEING FIT FOR ANY PARTICULAR APPLICATION OR FOR USE UNDER SPECIFIC CONDITIONS UNLESS EXPRESSLY AGREED IN WRITING.
11.4 If you purchase services in the course of your business, the following provisions of this Clause shall apply. Esilience.com shall use its skill and expertise to carry out any contracted works (the "Service(s)") to a standard equivalent to that of the industry standards, and shall warrant our work as free from defects, for a period of 30 days after completion. In particular, we cannot be held responsible for any fault or damage not caused by Esilience.com services' engineers or its contracted agents. In the event of a claim arising relating to the level of skill and judgment applied in the course of providing Services, Esilience.com reserves at its sole discretion the right to appoint an independent expert in the field to appraise the work carried out in the execution of the Service(s). Additionally, Esilience.com cannot be held responsible for equipment installed or configured when the equipment has subsequently been altered or configured by persons other than Esilience.com. Except as set out here, all other express or implied terms or warranties relating to the Services are excluded to the fullest extent permitted by law.
11.5 Intentionally Omitted. 11.6 In the event that Esilience.com, at its discretion, agrees to accept the return for credit of unwanted products, the Products must be returned with Esilience.com’s prior written agreement within 7 days of delivery. The Products must be unopened and in perfect re-saleable condition. All Products returned in these circumstances will be subject to a handling fee of 25% of Esilience.com’s sale price for the Products.
11.7 Subject to testing to verify any alleged fault, we will accept the return of defective Products for full refund or replacement at our option, if, but only if, the Products are returned within 7 days of delivery.
11.8 Esilience.com’s technical support staff or Customer Support staff, as appropriate, will advise you of which method of delivery to use to return the products. Depending on the nature of the product purchased, we will either arrange a courier collection, or request that you return the product directly to us. If the Products are found on inspection to be defective, the cost of returning the item will be refunded to you. Authorized product returns must be sent to: Esilience Technologies, LLC., 1430 Truxtun Ave, 5th Floor, Bakersfield CA, 93301.
11.9 Esilience.com offers a "no charge" collection, repair, and delivery service (in the United States only) for Esilience Technologies which is shown to be faulty provided that the fault is reported within 7 days of delivery. If we have arranged for a courier collection of your product, we are unable to specify the collection time, and it is your responsibility to ensure that someone will be present at the collection address when the courier arrives.
11.10 All returned Products must be accompanied by Esilience.com’s Returns Material Authorization number ('RMA Number') which can be obtained by contacting Customer Support at (833) 375-8324 (Toll Free), 661-800-4957 (International). Returned Products will not be accepted without an RMA Number. Do not write directly on the manufacturer's packaging. Please write the RMA number on the address label provided with the Returns Material Authorization and attach it to the returned package. Any defacement of the manufacturer's packaging or damage caused by inadequate packaging may result in the rejection of the return or an additional restocking fee, at Esilience.com’s sole discretion.
11.11 Esilience.com cannot accept liability for packages damaged during transit. It is the Customer's responsibility to wrap the product adequately to prevent damage.
11.12 Proof of postage is not proof of delivery, and you are therefore strongly advised to send your package by recorded delivery, registered post, or courier, and to insure the Products for their full value.
11.13 On receipt of the returned product, we will test it to identify the fault you have notified to us.
11.13.1 If following the testing process, the product is found to be in good working order without defect, we will return the product to you, and the carriage costs of this return will be your responsibility. Please note that if you have, in the meantime, required us to provide you with a replacement product before completion of the testing process, you will have to pay for this product also.
11.13.2 This warranty shall not apply if the Products have been worked upon, altered, or damaged in any way by the Customer or its employees or agents, or to Products not used in accordance with the manufacturer's instructions.
11.13.3 No software on which seals have been broken can be returned for credit. If any software disks are faulty, the manufacturer will replace them. Please note Software Licenses are non-returnable unless the software is materially non-compliant with its specification or the physical media on which it is supplied is defective.
11.14 Some manufacturers require Products to be returned within 7 days or less in order to secure refund. In such instances, the manufacturer's time limit will apply and therefore, Esilience.com will only accept a return within 7 days of purchase or the manufacturer's time limit, if that limit is less than 7 days. We can only accept the return of a defective product that does not meet the description, if they are returned to us within 7 days. Beyond that period, you will be deemed to have accepted the Products, and you must therefore check the Products promptly on receipt. Please note that this period is reduced to 2 days for clearance bargains and 'NCCR', products as set out in clause 15.
11.15 THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND CONSTITUTES THE ONLY WARRANTY OF Esilience.com WITH RESPECT TO THE PRODUCTS. FURTHER, Esilience.com MAKES NO WARRANTIES AS TO PERFORMANCE OR PRODUCTION, NOR AS TO EXPENDABLE OR WEARING PARTS, NOR AS TO ANY SEPARATELY LISTED ITEM OF THE PRODUCTS WHICH IS NOT OTHERWISE EXPRESSLY CONTAINED HERE IN.
12 - Esilience.com’s Liability
12.1 In its dealings with Business Customers, Esilience.com shall under no circumstances be liable for any consequential or indirect damage or loss, however caused, including (but not restricted to) loss of business or profits, loss of goodwill, damage to trading relationships, loss of data, and other financial loss. ("Financial loss" in this sense does not refer to the price you have paid for the Products, which we may be liable to refund to you, in whole or in part, if the Products are faulty or do not comply with their description). Esilience.com’s liability in respect of all other losses shall be limited to the invoiced amount of the relevant order.
12.2 Nothing in this agreement shall limit Esilience.com’s liability for death or personal injury caused by its negligence.
13 - Health and Safety
13.1 Esilience.com confirms that the Products it supplies as a distributor do not present a hazard to health and safety when (i) properly used for the purpose for which they are designed; and (ii) if the Customer takes reasonable and normal precautions in their use.
14 - Force Majeure
14.1 Where, in spite of its reasonable efforts, Esilience.com is unable to perform an obligation due to circumstances beyond its reasonable control and/or Force Majeure, it shall not be deemed to be in breach of its contract with the Customer.
15 - Special Rules for Clearance Bargains & Non-Current Catalog Requests ('NCCR') Products
15.1 Products sold as “'Clearance Sales” are downgraded Products that Esilience.com is able to offer at a discount on the normal price. Stocks of Products offered as Clearance Bargains are limited and such Products are sold subject to the following special rules. These special rules apply in addition to, and in the event of any conflict override, all of Esilience.com’s other terms and conditions, except those terms and conditions specifically covering Consumers.
15.2 Clearance Sales are graded according to the condition of the Products, which is described at the point of sale. The length of the guarantee (if any), with the benefit of which the Products are sold, is specified in the description of the relevant grade.
15.3 Clearance Sales, by their very nature, have limited availability. Upon receipt of an order for Clearance Sales, Esilience.com will check stock availability. Until stock availability is confirmed to the Customer, a contract for sale will not be created, and no payment will be debited from the Customer.
15.4 All Products sold by Esilience.com as 'Non-current catalog requests' ('NCCR') or 'Specials' are sold subject to the following special rules that apply in addition to Esilience.com’s other terms and conditions.
15.5 Products are non-returnable, unless we have made an error or the Products are faulty;
15.6 Quoted prices are valid for 14 days only; and
15.7 Quoted prices are not subject to value, cash, or volume discounts.
16 - Errors and Omissions
16.1 Esilience.com makes every effort to ensure that all prices and descriptions quoted in its catalog and on its website are correct and accurate. However, the frenetic tempo of e-commerce makes it inevitable that mistakes will occasionally occur. In the case of a manifest error or omission, Esilience.com will be entitled to rescind the contract, notwithstanding that it has already accepted the Customer's order and/or received payment from the Customer. Esilience.com’s liability in that event will be limited to the return of any money the Customer has paid in respect of the order. In the case of a manifest error in relation to price, the Customer will be entitled to purchase the Products by paying the difference between the quoted price and the correct price, as confirmed in writing by Esilience.com after the manifest error has been discovered.
16.2 A "manifest error," as the term is used in sub-paragraph 16.1 above, means, in relation to an incorrect price, a price quoted in error by Esilience.com which is more than 10% less than the price that would have been quoted had the mistake not been made.
17 - Obligations for the Customer
17.1 The Customer will appoint the Open Online "Administrator" named on the Open Online authorization form.
17.2 The Administrator shall be the person responsible for the use of the Open Online on behalf of the Customer.
17.3 The Customer may change the person appointed to be the Administrator, either by using the on-line facility or by informing Esilience.com Limited in writing of the new identity of the Administrator.
17.4 The Customer shall ensure that they meet all technical requirements of Open Online access and that Esilience.com Limited shall not be liable for any losses which result due to technical incompatibilities or system errors.
17.5 The Customer shall take all reasonable steps to ensure that it’s authorized Administrator and Users shall not pass any user login details to third parties under any circumstances.
18 - Obligations for the Administrator
18.1 The Administrator is obliged to carry out the following duties:
18.1.1 Authorization, approval, and access level setting of new and existing Users.
18.1.2 Removal, deletion, and amendments of Users who have left the company or are deemed not to be fit to use Open Online on behalf of the Customer for any reason.
18.1.3 Ensuring that all Customer company details held on Open Online, including but not limited to postal and delivery addresses, are correct.
18.2 The Customer acknowledges that it is solely responsible for the actions of the Administrator and the modifications made of any data.
19 - Obligations of the User
19.1 The User must at all times be acting on behalf of the Customer in any actions performed using Open Online.
19.2 The User shall not pass any security details (such as, but not limited to usernames and passwords) to third parties under any circumstances.
19.3 On ceasing to represent or be employed by the Customer, the User shall not use any supplied login information relating to the Customer for accessing Open Online.
20 - Security and Login
20.1 Open Online login credentials comprise of three elements:
20.1.1 The Esilience.com Account Number.
20.1.2 The User's (unique within the Customer) Username (any alphanumeric combination usually the User's email address).
20.1.3 The User's secret Password (Any alphanumeric combination).
20.2 The use of the login information indicates proof that the Customer consents to orders and information placed by it or in its name.
20.3 The Customer, the Administrator, and the User will use all reasonable endeavors to ensure that the login information, especially the Password, remains confidential.
21 - License
21.1 Esilience.com grants you a non-exclusive license to use this website subject to these Terms and Conditions.
21.2 Esilience.com may terminate this license at any time without notice to you.
21.3 Your access and/or use of the website constitute your acceptance of these Terms and Conditions which apply to all pages on the website and for all entry points into the website.
22 - Materials on the Website
22.1 All rights including those in copyright in the content of the website are owned by, licensed to, or controlled for these purposes by Esilience.com ("the Content"). The Content includes, but is not limited to, the website's design, layout, look, appearance, and graphics. It is protected by intellectual property laws including, but not limited to, copyright and trade mark laws. Accordingly, the Content may not be copied, reproduced, republished, downloaded, posted, broadcast, or transmitted in any way except for your own private non-commercial use. Any other use requires written permission from Esilience.com.
22.2 The re-distribution, re-publication, or otherwise making available of the material on this website to third parties without the prior written consent of Esilience.com is prohibited.
22.3 Without limiting the foregoing, no part of the website may be distributed or copied for any commercial purpose, reproduced, transmitted, or stored in any other website or other form of electronic retrieval system without prior written permission from Esilience.com.
22.4 Unauthorized use of this website may give rise to a claim for damages and/or be a criminal offense.
23 - Website Information
23.1 The information in this website is given in good faith and is subject to change without notice. Except to the extent expressly provided in the Terms and Conditions, if applicable, Esilience.com is not responsible for any inaccuracies and (except as set out in clause 6.4) makes no representation and gives no warranty as to its accuracy.
23.2 The information in this website should not be relied on and does not constitute any form of advice or recommendation. By using this website, you confirm that you have not relied on any such information. Any arrangements made between you and any third party named or referred to on the website are entirely at your sole risk and responsibility.
23.3 The sales information on this website is an invitation to purchase only and is not intended to be nor should be construed as an offer to enter into a contractual relationship.
24 - Linking
24.1 The website contains links to other websites. Any Content downloaded or otherwise obtained from the website is obtained at your own risk. Esilience.com accepts no responsibility or liability for the content of other websites which are not under the strict control of Esilience.com. Any link is not intended to be, nor should it be construed as an endorsement of any kind by Esilience.com of that other website.
24.2 You may not create a link to this website from another website or document without Esilience.com’s prior written consent.
25 - Liability
25.1 Except to the extent expressly provided in Esilience.com’s Terms and Conditions, if applicable, Esilience.com makes no warranty, express or implied, or representation whatsoever regarding the website or the Content or any advertising, services, or products provided through or in connection with the website.
25.2 Esilience.com does not guarantee that use of this website will be compatible with all Esilience Technologies and software which may be used by visitors to the site.
25.3 Esilience.com will be under no liability to you whatsoever whether in contract, tort, (including negligence), breach of statutory duty, restitution, or otherwise for any injury, death, damage, or direct, indirect, or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill, and like loss) howsoever caused arising out of or in connection with the use of this website or the use, accessing, downloading, or relying on any information or other materials contained in this website, including, without limitation, as a result of any computer virus or any malicious computer code.
26 - Changes to Content of the Website
26.1 Subject to clause 26.2, Esilience.com may change the contents of the website from time to time in its sole discretion without notice to you.
26.2 Esilience.com may vary these Terms and Conditions from time to time by posting the varied Terms and Conditions on this website. If Esilience.com makes any substantial changes to these Terms and Conditions, Esilience.com will for a reasonable time there after take reasonable steps to bring to the attention of visitors to this website the fact that these Terms and Conditions have been revised. You are advised to check these Terms and Conditions from time to time.
27 - Viruses & Malfunctioning Programs
Esilience.com does not warrant that the website or access to it will be error-free or that the website or the servers that make it available will be free of viruses or bugs or other malicious code.
28 - User Conduct about our Security & Privacy
28.1 You agree not to:
28.1.1 disrupt or interfere with the security of, or otherwise abuse, the website, or any services, system resources, accounts, servers, or networks connected to or accessible through the website or affiliated or linked websites;
28.1.2 disrupt or interfere with any other user's enjoyment of the website or affiliated or linked websites;
28.1.3 transmit through website spam, chain letters, junk mail, or any other type of unsolicited mass email to people or entities who have not agreed to be part of such mailing; and
28.1.4 upload or attempt to upload, post, or otherwise transmit on the website any Content of any sort including without limitation any defamatory, obscene, or unlawful content or content which would otherwise infringe any third party rights or be likely to cause offense.
28.2 You agree to indemnify and hold harmless Esilience.com for any breach by you of these obligations as set out under this Clause 29.
28.3 Esilience.com will issue existing account holders with a valid user name and password for use on the website to view their account information. You are responsible for your user name and password. An account holder's user name and password are for the account holder's use only and may not be shared with or disclosed to anyone else.
28.4 Once you become an account holder, you agree not to use the user name or password of any other account holder or permit any other account holder to use your user name and/or password at any time. You agree to notify Esilience.com immediately by telephoning the IT Manager or by emailing us if you know or have any reason to suspect that the security of your user name and/or password has been breached.
29 - Severance
29.1 If any of these Terms and Conditions should be determined to be illegal, invalid, or otherwise unenforceable by reason of the laws of any jurisdiction in which these Terms and Conditions are intended to be effective, then to the extent and within the jurisdiction which that Term or Condition is illegal, invalid, or unenforceable it shall be severed and deleted from these Terms and Conditions and the resultant Terms and Conditions shall remain in full force and effect.
30 - Repair Service
30.1 We shall not be liable for any loss of business by the customer or other losses, actions, costs, claims, consequential damages, expenses, or other liabilities arising through direct or indirect claims made by any parties against us or its Customers, as a result of any repair we perform or late delivery of services or products.
30.2 No Fix/No Fee. If we cannot repair the Products, we agree not to charge the Customer (excluding shipping costs). A test report can be charged for if requested.
30.3 We agree to use all reasonable efforts to service or repair the products and/or to remedy any faults on the Product as reported by the Customer.
33.4 There are situations where a Customer will have a number of units that it/he/she is not sure what status they are in. We are able quote for a test service, which will not include any Repairs. With these reports, the Customer can then request a quote for the Repairs.
30.5 We will quote the cost of the repair with the information available to us at the time of the requested quote. Once we have received the Products and inspected the item if it is not possible to repair the unit for the agreed price and an "uplift" of the repair price may be required to continue, in these circumstances the customer will be informed of the reasons for this, and the new repair price will be quoted. If the Customer declines the uplift, the unit shall be returned as "Beyond Economical Repair" at no cost to the customer (excluding shipping costs). If the Customer requires a copy of the test results this is possible where available and will be charged at the test rate rather than the Repair Rate (see 31.4).
30.6 We reserve the right to declare Products as "Beyond Repair."
30.7 Any repair is subject to availability of the necessary parts.
30.8 If products have to be held waiting parts or for any other reason, the Customer will be notified as soon as reasonably practicable and no liabilities shall fall upon us for the delays.
30.9 During the inspection stage, if the cost of parts required to complete a repair exceeds the repair price this cost may be passed on to the Customer in the form of price "uplift" on the repair. In this case, parts will not be ordered until confirmation is received from the Customer agreeing to uplifted repair price. If the Customer declines the uplift, the Products shall be returned as "Beyond Economical Repair" at no cost to the Customer (excluding shipping costs). If the Customer requires a copy of the test results this is possible where available and will be charged at the test rate rather than the Repair Rate.
30.10 Parts and components used to repair or provide other services on Products, may be new or reconditioned. Reconditioned parts will meet the same factory specifications as new parts and will be their functional equivalent.
30.11 The Customer should remove or make a backup of any data/configuration stored on the Products prior to shipping the product to us.
30.12 All data/configuration will be deleted from the Products during the normal repair process.
30.13 We are not responsible or liable in any way, including consequential damages, for any data stored on the Products that is lost, deleted, or otherwise inaccessible.
30.14 We are not warranting that the Products are upgraded to the "latest" software version due to copyright and licensing issues.
30.15 On occasion it may be necessary to upgrade or downgrade Products due to Esilience/software incompatibilities. If there is a licensing cost associated with this, we will contact the Customer for approval.
30.16 It is the Customer’s responsibility to ensure that all Products are sent complete with any internal and/or external memory / flash / flash cards. If Products are found to be incomplete, the Products will be tested with "reference" parts, which will then be removed prior to shipment back to the Customer.
30.17 Warranty will not cover Products found to be faulty due to previous missing memory / flash / flash cards.
30.18 Software issues are not covered under warranty and will be charged at full repair price.
30.19 We provide a 12-month warranty period on the actual repair this does not cover the whole unit.
30.20 Any warranty claim should be reported in writing within this period quoting the serial number using our standard RMA procedure. (See clause 11)
30.21 It is vital that the Customer's insurance covers the carriage of Products from the Customer's premises to our repair facility and back. We will use reasonable efforts to notify Customers within 48 hours of any damage to Products that arrive at our premises.
30.22 At the time of the Inspection when Products and found to be "No Fault Found" (NFF), courtesy communications are sent to the Customer notifying them that no fault can be found and further information may be required.
30.23 If no contact is made by, or on behalf of the Customer concerning the resolution of a NFF, the Products will be put into quarantine for a period of ten days. Should a response still not be forthcoming after this time, we will return the Products to the customer, as NFF and the goods will be charged the full repair price.
30.24 All Products are subjected to a minimum soak test period of 2 hours unless an intermittent fault is suspected, in which case the Products can then enter extended soak test of up to 5 days (dependent on product type etc).
30.25 In the event that Products are requested back urgently by the Customer during extended soak testing, warranty terms may be affected. The customer will be informed if the products "turn-around time" will be affected due to extended soak testing.
30.26 Repaired Products will be returned to the Customer within five working days after date of the inspection. If for any reason we are unable to do this due to unforeseen circumstances, we will inform the Customer of any possible delays.
30.27 Where possible, the Customer should always include details of the Products suspected fault, failure to do this may impact the quote and/or the turnaround time.
30.28 We agree (where possible) to include diagnostic/test reports generated from the Products once repaired. We reserve the right to protect our intellectual property by not being specific about which (if any) parts have been replaced, and/or specific actions taken to affect a repair.
30.29 Customer will bear the cost of transport of Products to and from Customer's location. Transport costs will be invoiced to Customer. Customers will pay these costs whether or not Customer has declined to accept a quote for services on those Products, and whether or not services are conducted on the Products.
30.30 Products must be securely packaged to ensure protection from physical damage and electrostatic discharge.
30.31 All modules within chassis based products should be removed unless they are specifically included on the purchase order and require testing/repair.
31 - General
31.1 Nothing in these Terms and Conditions affects your statutory rights as a Consumer.
31.2 If any provision in this Agreement is held to be invalid or unenforceable, it shall be deemed severed from the Agreement and this shall not affect the validity or enforceability of the remaining provisions.
31.3 Any waiver of a breach of this Agreement must be in writing. These Terms and Conditions state the complete agreement between the parties concerning this subject, and supersede earlier oral and written communications between the parties concerning the subject matter of these Terms and Conditions. These Terms and Conditions may be modified only by writings duly signed by authorized representatives of both parties.
31.4 You agree that these Terms and Conditions shall control, notwithstanding conflicting or additional terms on any Purchase Order, sales acknowledgment, confirmation, or other document issued by either party. Where these Terms and Conditions may conflict with any other document, these Terms and Conditions shall take precedence.
31.5 Any variation of this Agreement must be in writing and signed by a duly authorizedEsilience.com official.
31.6 The headings are for convenience only and shall not affect the interpretation of this Agreement.
31.7 Any notices given under this Agreement shall be in writing and sent (I) by first class pre-paid post to the last known address of the party; or (ii) by fax to their last known fax number; or (iii) by e-mail to the last notified e-mail address of the party.
31.8 These terms and conditions shall be governed by and construed in accordance with the laws of Minnesota and the parties submit to the exclusive jurisdiction of the Minnesota Federal or State courts in respect of any matter arising in connection with these Terms and Conditions and/or this web site.31.9 Customer irrevocably submits and agrees to the jurisdiction of the State and Federal Courts of the State of California in any action, suit, or proceeding related to or in connection with the Purchase Order, and, to the extent permitted by applicable law, Customer waives and agrees not to assert as a defense in any such action, suit or proceeding any claim (i) that Customer is not personally subject to the jurisdiction of the State and Federal Courts of Minnesota; (ii) that the venue of the action, suit, or proceeding is improper; (iii) that the action, suit, or proceeding is brought in an inconvenient forum; or (iv) that the subject matter of the Purchase Order may not be enforce in or by the State or Federal Courts of the State of California. Without prejudice to any other mode of service, Customer consents to service of process relating to any such proceedings by personal or prepaid mailing (airmail, if international) in registered or certified form a copy of the process to the Customer at Customer’s address set forth in the Purchase Order.
31.10 These Terms and Conditions bind and inure to the benefit of Customer and Esilience.com and their respective successors and permitted assigns. The Customer may not assign any interest in, nor delegate any obligation under any Purchase Order, without Esilience.com prior written consent.
31.11 The waiver by Esilience.com of any breach by Customer of any provision of the Purchase Order and/or the Terms and Conditions, may not be construed to be either a waiver of the provision itself as to subsequent application or any other provision of the Purchase Order.
31.12 The Purchase Order and the Terms and Conditions comprise the complete and final agreement between Esilience.com and the customer and supersede all prior negotiations, proposals, representations, commitments, understandings, or agreements between Esilience.com and Customer, either written or oral, on its subject. No other agreement, quotation, or acknowledgment in any way purporting to modify any of the terms of the Purchase Order is binding upon Esilience.com unless made in writing and signed by Esilience.com’s authorized agent. The Purchase Order may not be altered or modified except by written agreement of Esilience.com and Customer. Any other representations or warranties made by any person including employees or other agents of Esilience.com, that are inconsistent with the Purchase Order must be disregarded by Customer and are not binding upon Esilience.com.
For any further questions or queries, please contact us by phone or email.