Privacy Statement
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Privacy Statement |
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THE TRANSACTION AREAS OF THIS WEBSITE ARE FOR THE USE OF MEMBERS ONLY, SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THE CURRENT MEMBERSHIP AGREEMENT. BY LOGGING ON, YOU AGREE TO ALL OF THE CURRENT TERMS, WHICH WERE LAST AMENDED ON JANUARY 3rd, 2000.
This agreement describes the terms and conditions of your membership and your use of this website. Virtual Chip Exchange USA Inc. ("VCE") may amend this agreement at any time by posting the amended terms on this website. This agreement may not be otherwise amended except in a writing signed by both parties.
The services on this website are available only to companies who can form legally binding contracts under applicable law. If you do not qualify, you can not use the services offered on this website. Virtual Chip Exchange may refuse all or part of its services to anyone at any time in its sole discretion.
(a) Terms.
As a buyer, if your offer to buy a stated quantity of a specified item for the stated price is accepted by Virtual Chip Exchange, then you will be obligated to complete the transaction, subject only to the conditions stated in this agreement. Your offer to buy the stated item shall continue to be outstanding until the offer is modified or retracted by you. Such modifications or retractions can not be made after Virtual Chip Exchange has accepted your offer to buy. Virtual Chip Exchange shall have two (2) business days after accepting your offer to confirm the availability of the item you have ordered. Virtual Chip Exchange will notify you of the availability of such item within such period. If there is availability, you must complete the transaction. Virtual Chip Exchange at that time will advise you of the scheduled ship date for the item. You may not delay or cancel any shipment date after Virtual Chip Exchange notifies you of the availability of the item. If there is no availability or the available quantity is less than your offer to buy, you have an option to either accept the lesser quantity or cancel the contract.
If you have an approved credit account on file with Virtual Chip Exchange, payment of the agreed purchase price will be due upon your receipt of the item (by check, money order or wire transfer). If you do not have an approved credit account on file with Virtual Chip Exchange, payment terms for the agreed purchase price will be by check, money order or wire transfer in advance of shipment. Virtual Chip Exchange's prices do not include any taxes, freight, handling, duty (for export or otherwise) or other similar charges, payment of which you will be solely responsible. Freight charges may be constructed on the basis of standard carrier tariffs and may not reflect actual transportation costs. Virtual Chip Exchange reserves the right to modify terms prior to shipment, require payment in advance, or delay or cancel any shipment or order by reason of your creditworthiness or should you fail to fulfill any obligation when due.
In the absence of prior agreement as to shipping, Virtual Chip Exchange will select the carrier. Virtual Chip Exchange's responsibility for any loss or damage ends, and title passes, when Virtual Chip Exchange delivers the items to the carrier, to you, or to your agent, whichever occurs first.
Virtual Chip Exchange will not be liable for any failure or delay in its performance or in the delivery or shipment of any items, or for any damages suffered by you by reason of such failure or delay, when such failure or delay is caused by, or arises in connection with Virtual Chip Exchange's supplier's failure to provide, or delay in providing, such items to Virtual Chip Exchange, any fire, flood, accident, riot, earthquake, severe weather, war, governmental interference or embargo, strike, shortage of labor, fuel, power, materials or supplies or any other cause or causes beyond Virtual Chip Exchange's reasonable control.
(b) Returns.
You may return to Virtual Chip Exchange any item you purchased which is found to be either
nonconforming or nonfunctional, provided that (i) you obtain a return material authorization from
Virtual Chip Exchange prior to returning the purchased item and (ii) the purchased item is returned
within five (5) days of the date you receive the items from Virtual Chip Exchange. The returned
item must be in the same condition and inner packaging in which it was shipped to you. Virtual Chip
Exchange's decision regarding the condition of the returned items will be final. Return material
authorization and instructions may be obtained by emailing your request to
info@virtualchip.com.
Virtual Chip Exchange will have no responsibility for any return sent without an authorization. You
will pay, or refund the amount of, all freight and shipping charges for any returned items. If you
don't return the items or notify us of any problem (such as nonconformity, nonfunctionality or
incorrect manufacturer, quantities, date codes or part numbers) within five (5) days of the date
you receive the items from Virtual Chip Exchange, you will be
deemed to have accepted the item. If the purchased item is properly returned, the purchase price
will be refunded or credited, at Virtual Chip Exchange's sole option. This shall be your sole and
exclusive remedy for any breach of any warranty provided in this agreement.
(c) Disclaimer.
EXCEPT AS SET FORTH IN THIS AGREEMENT, ALL ITEMS ARE SOLD IN THEIR "AS IS" CONDITION AND ARE BEING TRANSFERRED TO YOU WITHOUT ANY REPRESENTATION WHATSOEVER AS TO THEIR QUALITY OR FUNCTIONALITY. VIRTUAL CHIP EXCHANGE HAS NOT INSPECTED AND/OR TESTED THEM FOR QUALITY. YOU UNDERSTAND THAT VIRTUAL CHIP EXCHANGE HAS DISCLAIMED ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING ANY WARRANTY REGARDING YEAR 2000 COMPLIANCE, NON-INFRINGEMENT, AND OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE. YOU FURTHER UNDERSTAND THAT VIRTUAL CHIP EXCHANGE SHALL NOT BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ACTUAL, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOST PROFITS, LOST BUSINESS, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES IN CONNECTION WITH ITEMS YOU PURCHASE.
(d) Export Regulations.
Any or all products may be subject to export or resale restriction or regulation, and customer acknowledges that it will comply with such regulations or restrictions. Any or all products may have been imported. Country of origin information is as provided to Virtual Chip Exchange by its suppliers and is, where applicable, located on the products themselves to the supplier's innermost packaging there of.
(a) Terms.
As a seller, if your offer to sell a stated quantity of a specified item for the stated price is accepted by Virtual Chip Exchange, then you will be obligated to complete the transaction. Your offer to sell the stated item shall continue to be outstanding until the offer is modified or retracted by you. Such modifications or retractions can not be made after Virtual Chip Exchange has accepted your offer to sell. Upon receiving the notice of acceptance by Virtual Chip Exchange of your offer to sell, you must ship such item to Virtual Chip Exchange's designated facility within one (1) business day of receiving such notice.
Virtual Chip Exchange will pay you the agreed purchase price for the items bought within 30 days of Virtual Chip Exchange's receipt of such item. Virtual Chip Exchange will pay any applicable sales or use taxes relating to its purchase of your item. You will be solely responsible for any other taxes, freight, handling, duty (for export or otherwise) or other similar charges. Virtual Chip Exchange reserves the right to modify terms or delay or cancel any shipment or order should you fail to fulfill any obligation when due.
In the absence of prior agreement as to shipping, Virtual Chip Exchange will select the carrier. Virtual Chip Exchange's responsibility for any loss or damage begins, and title passes, only upon Virtual Chip Exchange's receipt of the item at the facility designated by Virtual Chip Exchange.
You represent and warrant that: - you have good clean title without any encumbrances for each item; - each item has been paid in full by you; - you are the original purchaser or manufacturer of each item; - you originally purchased each item for your own manufacturing needs (i.e. not for resale) directly from the manufacturer or an authorized distributor; - each item has been handled and stored in accordance with accepted industry practices; - the date codes of each item you list for sale are accurate; - you are not aware of any item being defective or nonconforming to manufacturer's published specifications; and - the items being offered for sale are new and unused and in their original smallest unit packaging (no opened, broken or partial tubes, rails or reels). The listing for sale of any used, remarked, programmed or functionally tested goods on this website is strictly prohibited.
(b) Returns.
Within thirty (30) days after your shipment is received by Virtual Chip Exchange, Virtual Chip Exchange may return any item which is found to be nonconforming, nonfunctional or in breach of your representations and warranties in this agreement. If any item is returned, you will immediately refund the full purchase price to Virtual Chip Exchange.
Without limiting any other remedies available at law or in equity, Virtual Chip Exchange may suspend or terminate your account if you are found (by conviction, settlement, or otherwise) to have engaged in fraudulent activity in connection with this website or if you breach any provisions.
You represent and warrant and covenant that you are authorized to and have the right to enter into this agreement and that you neither have made nor will make any contractual or other commitment which would conflict with your performance under this agreement. Any of the items Virtual Chip Exchange buys or sells may be subject to export or resale restriction or regulation under U.S. law, and by making an offer to buy from, or sell to, Virtual Chip Exchange any item you acknowledge that you are complying with these laws and will continue to do so. You acknowledge that the use or export of technology or software contained in any item may be restricted by the manufacturer or licensor of such item, technology or software, or by applicable law or regulation, and you agree to comply with all such restrictions. Virtual Chip Exchange's ability to complete any transaction is subject to your compliance with applicable law, including but not limited to U.S. laws and regulations governing the export of goods and technology. The items sold by Virtual Chip Exchange are not intended for, and by making an offer to buy them you promise that they will not be used in, life support systems, human implantation, space level products, military products, nuclear facilities or systems or any other application where product failure could lead to loss of life or catastrophic property damage. If you break this promise, you agree that you will pay for any loss, cost or damage which may result to Virtual Chip Exchange.
You hereby agree to release, indemnify, defend and hold harmless Virtual Chip Exchange, its officers, directors, partners, agents, employees, successors, assignees, and any owned, controlled and/or affiliated subsidiary, company or corporation now existing or hereafter constituted, from and against any and all claims, suits, actions, losses, liabilities, damages and costs, including, but not limited to, litigation costs, expenses (including but not limited to litigation costs and expenses and reasonable attorneys' fees) arising out of or which may result from: (i) any breach by you of any representation, warranty, covenant, or term of this agreement; or (ii) any act or omission by you, your officers, directors, employees or agents in any way related to this agreement; or (iii) any failure by you to comply with any applicable law, rule, order, decree or regulation; or (iv) any claim for product liability, property damage and/or personal injury, including death, arising out of or relating to your performance under this agreement.
This agreement is effective upon your registration. This agreement will continue until either party terminates the agreement. Upon written notice to Virtual Chip Exchange, you may terminate this agreement for any reason upon one (1) business day's notice. You agree that Virtual Chip Exchange, in its sole discretion, will have the right to terminate your access to this website at any time, for any reason, and that Virtual Chip Exchange shall not be obligated to disclose such reason to you. Termination of your access to this website is sufficient notice of termination of this agreement.
This agreement is not a transfer or a license of any of Virtual Chip Exchange's rights. By accessing this website, you expressly acknowledge acceptance of the terms of this agreement. Unauthorized access to this website is expressly forbidden. This website is protected under copyright laws. Any reproduction or distribution of this website's information, by, for, or to any third party, is expressly forbidden.
The information you input into this website, including any information you provide to Virtual Chip Exchange during the registration, making an offer to buy or listing items for sale shall be accurate and truthful. Virtual Chip Exchange promises not to share any such information with any third parties.
You may not use any device, software or routine to interfere or attempt to interfere with the proper working of this website. You may not disclose or share your Username or Password to any third parties or use your Username or Password for any unauthorized purpose. Furthermore, you may not make an offer to sell or buy on this website on behalf of a third party.
If you breach this agreement or if Virtual Chip Exchange is unable to verify or authenticate any information you provide to us, Virtual Chip Exchange may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your membership, or terminate any of your current offers to buy or listings for sale.
You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of our service and your purchase and sale of items.
You understand and agree that information disclosed through this website includes trade secrets and proprietary information belonging to Virtual Chip Exchange. You agree not to copy or disclose to third parties, in whole or in part, any portion of the information and software. You also agree that all Usernames and Passwords supplied to you are non-transferable and may only be used by parties registered under those Usernames and Passwords. The provisions of this Confidential Disclosure section shall survive the termination of this agreement.
You and Virtual Chip Exchange are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this agreement.
Except as explicitly stated otherwise, any notices shall be given by email to info@virtualchip.com (in the case of Virtual Chip Exchange) or to the email address you provide to Virtual Chip Exchange during the registration process (in your case), or such other address as the party shall specify. Notice shall be deemed given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. Alternatively, either party may give the other party notice by certified mail, postage prepaid and return receipt requested, to 140 Fell Court, Hauppauge, New York 11788, Attention: Vice President -- Sales (in the case of Virtual Chip Exchange) and the address provided to Virtual Chip Exchange during the registration process (in your case). In such case, notice shall be deemed given 3 days after the date of mailing.
This agreement shall in all respects be governed by and construed in accordance with the laws of the State of New York. The prevailing party in any legal action or proceeding to enforce this agreement shall be entitled to recover from the non-prevailing party its reasonable attorney's fees, and related costs and disbursements, incurred in connection with such proceeding or the enforcement of this agreement. Both parties agree to waive trial by jury.
Virtual Chip Exchange does not guarantee continuous, uninterrupted or secure access to our services, and operation of this website may be interfered with by numerous factors outside of Virtual Chip Exchange's control. If any provision of this agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The failure of a party to insist upon the performance of any provision of this agreement or to exercise any right or privilege granted that party shall not be construed as waiving any such provision and the same shall continue in force. This agreement shall be binding upon and inure solely to the benefit of each of the parties, and no other persons or entities shall be beneficiaries hereunder or have any rights to enforce any part of this agreement. This agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter here of
VCE VIRTUAL CHIP EXCHANGE INC.