The following terms and conditions apply to the rental or sale by Shoora Computer Rentals of any “Equipment”
(which term includes related accessories, manuals and other items delivered with this order) to Customer.
By placing an order with SHOORA, Customer agrees to and accepts these General Terms and Conditions,
none of which can be modified except in a writing signed by an authorized officer of SHOORA. All previous communications,
representations or agreements between the parties, whether oral or written, regarding the transactions involved are superseded.
CUSTOMER’S ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS WILL NOT APPLY, WHETHER INCLUDED IN THE PURCHASE ORDER OR NOT.
Payment Terms; Taxes. Terms are NET THIRTY (30) DAYS from invoice date.
Any amounts not paid by that date are subject to finance charges at the rate of 1-1/2% per month,
not to exceed the maximum lawful rate. Customer shall pay any federal, state and local taxes and other
governmental charges in connection with the rental, purchase, possession or use of the Equipment
(other than taxes on SHOORA's net income) including sales, use, property, franchise and excise taxes on gross rent receipts.
If Customer has outstanding invoice(s) with SHOORA and submits payment for rental transaction without directing SHOORA how
to apply payment, SHOORA will automatically apply payment to the oldest rental charge. SHOORA may charge the Customer up to
25% of the list price or the aggregate rental price of the Equipment if Customer delays or cancels an order. In the event
that the amount paid by Customer differs from the amount Shoora's
records indicate to be due, and such difference is less than $50, the amount paid by
Customer shall be deemed to be the actual amount due.
Credits. SHOORA may issue credits to Customer’s account in certain circumstances,
including potential overpayments or duplicate payments in excess of $50, for early termination of a rental,
as customer accommodations or incentives or for other reasons. The mere issuance of a credit by SHOORA to
Customer’s account shall not constitute a determination or admission by SHOORA that an amount is actually
due to Customer, and SHOORA expressly reserves the right to revoke or rescind any credit in the event that
SHOORA subsequently determines that the credit is not due or may not be due to Customer. Customer may request
to utilize a credit against a future purchase or rental from SHOORA or a refund of such credit. Upon receipt of
such request, SHOORA shall confirm whether the credit is actually due to Customer, and if the credit is due,
SHOORA shall apply or refund the credit as requested by Customer (except for certain types of credits, such as
customer accommodations or incentives, which may not be refundable). Any credits not used or refunded within
12 months of issuance will be reduced by a service fee of 8% per month of the initial credit amount.
In the event that a credit is issued to Customer, SHOORA shall send periodic credit invoices to Customer
notifying Customer of any outstanding credits and also indicating the date by which the credits must be
utilized in order to avoid a service fee. ONCE IMPOSED, THE SSHOORAVICE FEE IS NON-REFUNDABLE AND WILL NOT BE WAIVED,
REVERSED OR RESTORED TO CUSTOMER BY SHOORA. Customer expressly releases and discharges SHOORA from any liability to
Customer with respect to any credits that have been reduced by such service fees, or which SHOORA has determined are not due to Customer.
Delivery FOB SHOORA Facility. For all shipments except for the sale of new Equipment,
(see ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO EQUIPMENT SALES for new equipment),
delivery of all items is FOB SHOORA’S supplying office. Title transfers and Customer acceptance
occurs upon shipment from SHOORA’s supplying office. All risk of loss or damage from shipping,
theft, mysterious disappearance, fire or any other cause is the responsibility of Customer thereafter.
SHOORA will make reasonable efforts to meet any delivery schedule quoted; but shall not be responsible for
failure to meet such delivery schedule, regardless of the reason for such failure. SHOORA will ship Equipment
according to Customer’s reasonable shipping instructions; if no reasonable method is specified, SHOORA will select the method.
Equipment shall not be shipped by SHOORA or returned by Customer by U.S. mail. Customer will pay or reimburse
SHOORA for all delivery and handling charges.
Limited or No Warranty; Limitation on Damages. SHOORA is not the manufacturer of any Equipment. Unless expressly set forth on the face of this document, warranties, if any, are only those of the manufacturer. SHOORA’s sole responsibility for any breach of any warranty it provides will be (i) to repair such Equipment at SHOORA’s facility, (ii) replace such equipment, or, (iii) if SHOORA determines that neither of these two options is reasonable, to cancel such order with no further obligation to Customer. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, SHOORA DISCLAIMS ANY AND ALL WARRANTIES EXPRESSED OR IMPLIED; INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR THAT THE EQUIPMENT DOES NOT INFRINGE UPON ANY PATENT OR PROPERTY RIGHT OF ANY THIRD PARTY. Customer shall indemnify and hold SHOORA harmless from any and all claims and actions asserted against SHOORA for injury to persons and property related to any use of the Equipment. In no event will SHOORA, its subcontractors or suppliers be liable for special, incidental, indirect or consequential damages (including downtime costs, loss of data, restoration costs, lost profits, or cost of cover) regardless of whether such claims are based on contract, tort, warranty or any other legal theory, even if advised of the possibility of such damages. The remedies in these Terms are Customer’s sole and exclusive remedies. Customer acknowledges that SHOORA has based its pricing on the limitations in this section.
Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, SHOORA is hereby authorized by Customer at any time and from time to time, without notice or demand to Customer or to any other person (any such notice and demand being hereby expressly waived), to set off, recoup and to appropriate and to apply any and all funds which may be in the possession of, or which may be owed by, SHOORA against any obligation of Customer or Customer’s affiliates to SHOORA, whether such obligation is liquidated, unliquidated, fixed, contingent, matured or unmatured, and regardless of whether such obligation arises under this agreement or a different agreement between SHOORA and Customer or Customer’s affiliate.
Compliance. The parties agree to comply with applicable laws and regulations. SHOORA may suspend performance if Customer is in violation of applicable laws or regulations. No U.S. government procurement regulation shall be deemed a part of this agreement or be applicable to SHOORA unless specifically agreed to in writing by SHOORA. The Equipment may not be used as parts, components or assemblies for the planning, construction, maintenance or direct operation of a nuclear facility. Customer agrees to comply with all United States and other applicable laws and regulations regarding the exportation, transshipment, importation, use, sale, diversion and re-exportation of the Equipment, and assumes responsibility for determining whether any shipment of Equipment requires government authorization or would otherwise violate applicable law. Any included software may only be used strictly in accordance with any applicable license(s). Any party defaulting on any of its obligations hereunder shall pay for all costs, expenses and legal fees incurred by the other party to enforce its rights, whether or not legal action is instituted, including in the case of SHOORA, the costs of recovering, repairing of replacing the Equipment.
Miscellaneous. All notices hereunder shall be in writing. Typographic and/or clerical errors may be corrected by SHOORA on notice to Customer. This agreement shall be governed by and construed in accordance with the laws of the State of California. Any legal action or proceeding with respect to this agreement shall be brought exclusively in the state or federal courts in California, and the parties hereby consent to the venue and jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods will not apply. To the extent that any provision or a portion of any provision is determined to be illegal or unenforceable, the remainder will remain in full force and effect. Customer may not transfer or encumber any rights hereunder without the consent of SHOORA; SHOORA may assign or transfer any of its rights or obligations upon notice in connection with a transfer of its business. No waiver by either party of any breach of any provision of this agreement shall be construed as a waiver of any subsequent breach or as a continuing waiver of such breach. Any approval, consent or determination of SHOORA shall be given in SHOORA’s sole and absolute discretion. Time is of the essence. “Including” means “including without limitation.”
Returns. Returned Equipment must have a Return Merchandise Authorization Form issued by SHOORA within any applicable warranty period and be packaged in original packing materials and shipped prepaid freight to SHOORA’s designated center. For new Equipment, SHOORA may assess a restocking fee.