Terms

QTALK PUBLISHING LLC  (QTALK PUBLISHING)
Sales Order Terms and Conditions

Unless a separately signed written agreement governs this Purchase Order, you and the entity named on the Purchase Order (“QTALK PUBLISHING LLC”) agree that the following terms replace and supersede any additional conflicting terms submitted with your Purchase Order and are the only terms under which QTALK PUBLISHING LLC will sell or license its products ("Products") to you.

Payment Terms and Conditions of Sale:

Prices for Products are those set out in QTALK PUBLISHING's current Price List, less the applicable discount, if offered.  QTALK PUBLISHING may modify the Price List at any time, including changes to the Products or their corresponding list prices. All Products prices include delivery to a common carrier at the Products' point of manufacturing or distribution, at which point title and risk of loss to the Products will pass to you.

For customers domiciled in the United States of America and with a shipment address in the United States of America:

Except as may be specifically authorized in writing by QTALK PUBLISHING, and subject to QTALK PUBLISHING's continuing approval of your credit status and financial condition, you will pay QTALK PUBLISHING for all Products ordered by within thirty (30) days of the date of the corresponding invoice issued by QTALK PUBLISHING. QTALK PUBLISHING, in its sole discretion, reserves the right to specify, and to change from time to time, your credit line and payment terms. All payments are to be made in US dollars. If at any time you are delinquent in the payment of any invoice, exceed the credit line established by QTALK PUBLISHING, or are otherwise in breach of the Purchase Order, QTALK PUBLISHING may, in its discretion, withhold shipment (including partial shipments) of any order or may require you to pay cash on delivery for further shipments. Payment not received by QTALK PUBLISHING when due may be subject to a late payment service charge.

For customers NOT domiciled in the United States of America and for all orders to be shipped outside the United States of America:

Except as may be specifically authorized in writing by QTALK PUBLISHING, and subject to QTALK PUBLISHING's continuing approval of your credit status and financial condition, you will pay QTALK PUBLISHING for all Products ordered by within thirty (30) days of the date of the corresponding invoice issued by QTALK PUBLISHING. Your order will not ship until payment is received in full.  QTALK PUBLISHING, in its sole discretion, reserves the right to specify, and to change from time to time, your credit line and payment terms. All payments are to be made in US dollars via Wire Transfer, or via PayPal if purchasing directly from our web site.

Delivery

Delivery of product or equipment to a common carrier at any QTALK PUBLISHING shipping point shall constitute delivery to purchaser (F.O.B. Factory).  Regardless of freight payment, title and all risk of loss or damage in transit shall pass to purchaser at that time.

Care is taken in packing QTALK PUBLISHING products and equipment.  QTALK PUBLISHING cannot be held responsible for breakage or damage after having received 'in good order' receipts from the transportation company.  All claims for loss and damage must be made by the purchaser to the carrier.

Claims for shortages or other errors must be made to QTALK PUBLISHING within fourteen (14) calendar days after receipt of shipment.  Failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by purchaser.

Standard packaging, handling and shipping charges for orders shipped to a location in the USA are 10% of the purchase price of physical goods.  For shipments to locations outside the USA and for customer-requested shipping methods, except as otherwise may be stated in quotations, price sheets, catalogs, or other QTALK PUBLISHING publications, freight charges and any customs and excise/export duties or fees will be prepaid at either the actual cost of shipping and handling from the point of original or at 20% of the purchase price of physical goods at QTALK PUBLISHING's discretion, and will be added to the purchaser's invoice.  No allowance will be made in lieu of freight charges if purchaser accepts product or equipment at a QTALK PUBLISHING shipping point.  Rush orders will include an additional $35 rush processing and shipment charge.

Method and route of shipment will be at the discretion of QTALK PUBLISHING unless purchaser shall specify otherwise.

QTALK PUBLISHING reserves the right to make delivery in installments, unless otherwise expressly stipulated in the contract for sale.  All such installments when separately invoiced shall be paid for when due per invoice, without regard to subsequent deliveries.  Delay in delivery of any installment shall not relieve purchaser of its obligations to accept remaining deliveries.  QTALK PUBLISHING shall not be liable for any damage as a result of any delay due to QTALK PUBLISHING, or any cause beyond QTALK PUBLISHING's reasonable control including and without limitation, an act of God; act of purchaser or QTALK PUBLISHING supplier; embargo or other governmental act; regulation or request; fire; accident; strike; slowdown; war; riot; delay in transportation and inability to obtain necessary labor, materials or manufacturing facilities.  In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay.

Product Returns

Prior to returning any Product, whether for exchange or warranty or non-warranty action, you must obtain a Return Materials Authorization (RMA) number from QTALK PUBLISHING. You should return the Product to QTALK PUBLISHING, with shipping charges prepaid. QTALK PUBLISHING will not accept collect shipments. QTALK PUBLISHING may charge you a service fee and the cost of return shipping for any Product returned which is not covered under warranty or which is found not to be defective.  QTALK PUBLISHING's full returns product policy is available at: http://www.qtalkpublishing.com/qtalk_returns_policy.pdf

Substitutes:

QTALK PUBLISHING may furnish suitable substitutes for Products unobtainable because of priorities or regulations established by governmental authority or non-availability of materials from suppliers.  In addition, QTALK PUBLISHING assumes no liability for deviation from published dimensions and descriptive information not essential to proper performance of the product.

Warranty

Unless otherwise stated in writing by an authorized representative of QTALK PUBLISHING, all products and equipment manufactured by it are warranted to be free of defects in materials and workmanship for one (1) year.  If within the applicable warranty period purchaser discovers such item was not as warranted and promptly notifies QTALK PUBLISHING in writing, QTALK PUBLISHING shall repair or replace the item at the company's option.  The warranty shall not apply (a) to Products not manufactured by QTALK PUBLISHING, (b) to Products which have been repaired or altered by others than QTALK PUBLISHING, (c) to Products which have been subject to negligence, accident or damage by circumstances beyond QTALK PUBLISHING control, (d) to Products subject to improper use, maintenance, storage or to other than normal use or service.  The foregoing warranties do not cover reimbursement for labor, transportation, removal, installation or other expenses, which may be incurred in connection with repair or replacement.

Copyright

All designs created by QTALK PUBLISHING are the sole property of QTALK PUBLISHING and may not be copied, reproduced or manufactured without written authorization.

Trademark

QTALK^® is a registered trademark of QTALK PUBLISHING, and may not be used or reproduced in any manner without written authorization.

Limitation of Liability

QTALK PUBLISHING shall not under any circumstances be liable to any person for any special, incidental, indirect or consequential damages, including, without limitation, damages resulting from use or malfunction of the Products, loss of profits or revenues or costs of replacement goods, even if QTALK PUBLISHING is informed in advance of the possibility of such damages. Except as required by law, in no event will QTALK PUBLISHING's liability in connection with the Products or this Purchase Order exceed the amounts actually paid to QTALK PUBLISHING under this Purchase Order for the Products giving rise to such liability. These limitations apply to all causes of action in the aggregate. No action may be brought or arbitration demanded at any time more than twelve months after the occurrence of the facts giving rise to the cause of action.

General

Parties will abide by all export laws and regulations of the United States with respect to export of any hardware, software or technical information provided by one to the other. Products shall not be supplied to a Distributor in any country if (1) the export of any such product to such country is prohibited by the laws of the United States, including the Export Regulations of the Department of Commerce of the International Traffic in Arms Regulation of the Department of State; (2) the import of any such Product into such country is prohibited by the laws of such country; or (3) the proper import certificate(s) required by the laws of such country for the lawful importation of any such product have not been obtained. Neither party shall be liable for delays or failure to meet obligations pursuant to this Purchase Order due to causes beyond the party's reasonable control, provided the nonperforming party promptly notifies the other party of the nonperformance and takes all reasonable steps to recommence performance promptly.

Jurisdiction; Waiver of Jury Trial

Any disputes arising out of this Purchase Order shall be subject to the jurisdiction of, and must be brought before, the state courts of Connecticut. You consent to the waiver of a jury trial.

Applicable Law

This Purchase Order shall be governed by and construed in accordance with the laws of the United States and the State of Connecticut. The parties agree that the United Nations Conventions on Contracts for the International Sale of Goods are specifically excluded from application of this Purchase Order.

Modifications

QTALK PUBLISHING reserves the right to change, modify or update this statement and copyright at any time without notice. These Sales Order Terms and Conditions will override all other terms and conditions that customers may have specified in writing or electronically unless specifically accepted in writing by us.

Severability

If any provision of these Sales Order Terms and Conditions, or part hereof, is declared by an arbitral tribunal to be invalid, void or unenforceable, each and every other provision, or part thereof, shall nevertheless continue in full force and effect.

Updated November 2011

*All prices include tax (if applicable).