1. Introduction

These Terms and Conditions of Sale (“Terms”) apply to the purchase and sale of product ordered through www.oneilsoftware.com (“Product”) by O’Neil Software, Inc. (“Seller”), located at 11 Cushing, Ste 100, Irvine, CA 92618, U.S.A., and the buyer (“Buyer”). By ordering the Product, Buyer agrees to be bound by these Terms.

2. Product Description

The Product ordered is described in the product page or listing on www.oneilsoftware.com. 

3. Order and Acceptance

Each order submitted by Buyer constitutes an offer to purchase the Product. Acceptance of Buyer’s order, and the formation of the contract of sale between Seller and Buyer, will take place when Seller sends Buyer an order confirmation email or when the Product is shipped, whichever occurs first.

Buyer agrees to ensure that all information such as shipping address, data and, more generally, any other material provided to Seller in this order, is accurate, correct and complete. Customer, therefore, assumes the full and exclusive responsibility, including all replacement costs, for any errors, omissions and/or inaccuracies. For hardware products, by default, order shipment will be consolidated into the minimum number of shipments possible. If Customer approves the order to ship partial, additional shipping charges may apply.

For barcode label order specifically, Buyer agrees to be charged an additional amount if the barcode quantity specified in the Upload Range File, if any, differs from the quantity of labels specified in the Label Quantity spin box on the Order Page. Buyer also understands and accepts that a discrepancy in these values may delay my order.

4. Pricing and Payment

The price of the Product shall be the price listed on www.oneilsoftware.com at the time of the order. Prices are exclusive of taxes, shipping, and handling or other charges, which are the Buyer’s responsibility. Payment terms are Due Upon Receipt.

5. Delivery and Shipping

For hardware and barcode label orders, the Product will be shipped to the address specified by the Buyer within the estimated time frame stated at the time of order, provided the product is in stock. Seller will use reasonable efforts to meet the estimated delivery dates but shall not be liable for any delay. Seller will update the order status on customer’s order section of www.oneilsoftware.com as frequently and necessary as possible. For hardware and barcode label orders, Seller will provide the shipping tracking information on customer’s order section of www.oneilsoftware.com upon the shipment of the order. 

6. Transfer of Risk and Title

The risk of loss or damage to the Products will pass to the Buyer upon delivery. Title to the Products will pass from Seller to Buyer upon delivery and full payment of the purchase price.

7. Hardware Product Warranty

Warranty for certain hardware Product is covered by the manufacturer. To obtain warranty service, the Buyer must contact the manufacturer’s customer service department within the warranty period.

8. Returns and Refunds

All sales are final. For hardware and barcode label orders, if the Product is damaged during shipping, Buyer may return the Product within 3 days of receipt for an exchange, provided that the Product is in its original condition and packaging. Buyer must request for and receive a Return Merchandise Authorization (RMA) from the Seller before returning the Product for an exchange. 

9. Limitation of Liability

9.a. The Seller shall not be liable for any incidental, consequential, or indirect damages arising from the use or inability to use the Product, including but not limited to loss of profits or revenue, loss of use of the Product, or any associated equipment.

9.b. Seller’s liability for any claim related to the Product, whether in contract, tort, or otherwise, shall not exceed the price paid by the Buyer for the Product.

10. Intellectual Property

Buyer acknowledges that all intellectual property rights in the Product remain the property of Seller and are protected by U.S. and international copyright and trademark laws.

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.

12. Dispute Resolution

Any disputes arising out of or in connection with these Terms shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, located in California.

13. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, labor disputes, or disturbances.

14. Miscellaneous

These Terms constitute the entire agreement between Seller and Buyer regarding the purchase of the Product and supersede all prior agreements and understandings, whether written or oral.