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Reseller Agreement

Please read this agreement. At bottom of page is a link to the signup form.

The following terms and conditions apply to your purchase of products (including software) from AViCAD / CADavenue / ASVIC Engineering & Software (“ASVIC”) hereby named the Vendor. By placing your resellers order, you agree to be bound by these terms and conditions, which constitute the entire agreement between you and the Vendor regarding the products purchased (“Agreement”).

1. Ordering: Your order is subject to acceptance by the Vendor and may be refused in whole or in part for any reason, including credit concerns, unusual volumes, or shipping addresses. Once accepted, the Vendor may make partial shipments if some items are on back-order. By placing the order you agree that the Vendor may do so and charge you for any items shipped.

2. Pricing: The price for each product purchased is in US Dollars. This Price is reflected on your order and will remain the price regardless of any subsequent price changes by the Vendor. Prices and products are subject to change without notice, at the Vendor’s sole discretion. In addition to the quoted price, you will pay shipping and handling charges according to your selected shipping method plus all applicable taxes. For purposes of calculating sales tax, the location to which the product is to be shipped shall govern. You will only be charged one shipping and handling charge for each order regardless of the number of shipments. International orders: Reseller is responsible for arranging for delivery and paying shipping charges, custom, duties, import and export fees, and taxes/GST or VAT (“Transportation Charges”) where applicable; to the extent the Vendor elects to arrange for delivery of the product, Reseller will be assessed and will pay the Vendor such Transportation Charges.

3. Cancellation: Orders may not be canceled for items available for immediate shipment. Items on back-order may be canceled up to the actual shipment date, which may differ from the Vendor’s estimated shipment date.

4. Payment: Payment in full is due prior to shipment. The Vendor will only accept payment via credit card, Paypal or Telegraphic Transfer of funds (Funds wiring). If using an acceptable credit card – your card will not be charged until the Vendor ships product to you. On approved credit, orders placed on account shall be due fifteen (15) days from invoice date. Invoices will be paid in full without right of offset. The Vendor the right to change credit terms should Reseller’s credit record or payment history so warrant. Past due invoices will be subject to 1.5% per month interest charge.

5. Shipping: The Vendor will ship products according to the selected shipping instructions you selected. The Vendor will attempt to ship the products within the estimated times reflected on your order but will not be liable for any failure to do so. If the Vendor learns it cannot ship within the estimated times, you will be advised via email or regular mail of the new estimated shipment date. For items on back-order, the Vendor may ship whenever the product becomes available without any notice to you.

6. Title: Title to all products passes to you upon delivery of the product to the selected carrier. For international orders, title and risk passes when products are put at your disposal at the Vendor’s designated warehouse, regardless of the Vendor’s role in delivery of the product.

7. Software: Regardless of destination, title to software including firmware embedded, associated or bundled with products (“Software”) remains with the Vendor or its licensor and does not pass to Reseller. The Vendor grants Reseller a non exclusive, non transferable license to distribute the Vendor’s proprietary Software and third party Software to Reseller’s customers, solely for use in conjunction with the products. The Vendor makes no warranty as to the Software, which is provided on an ‘AS-IS’ basis. All use of the Software shall be subject to the terms and conditions of the End User License agreements accompanying the products. Reseller agrees to cooperate with the Vendor to provide information related to the Software that may be requested by any third party licensors. Reseller warrants that it will not copy, modify, translate, decompile, reverse engineer, disassemble or otherwise determine or attempt to determine source code or to create derivative works from the Software, and agrees to indemnify the Vendor against any alleged violation thereof. Reseller acknowledges that Software may be governed under US export restrictions.

8. Returns: Any returns must be approved in advance by the Vendor and must comply with the Vendor’s policies and procedures then in effect. Credit for returns will be issued only by the Vendor to Reseller’s account upon receipt and inspection of product. All returns must be in the original the Vendor packaging and contain all items provided with the product. The Reseller must prepay freight and all related Transportation Costs for all returns; risk of loss passes upon delivery to the Vendor. You are responsible for shipping charges to return items to the Vendor. Reseller shall not debit or offset its account for any returns. Stock rotations will not be allowed.

9. Reseller’s Responsibility: Reseller will display the Vendors products in a manner consistent with the goodwill and quality associated with the the Vendor brand. Reseller will employ personnel reasonably familiar with the operation of the Vendor products to enable purchasers to make an informed purchase decision. Reseller will only sell the Vendor’s products to purchasers who are buying for their own use and not for resale. A Reseller will not export the products from the destination country identified by Reseller to the Vendor (“Territory”), nor knowingly sell product for use outside the Territory. Reseller will only sell the the Vendor products under the Vendor’s applicable product warranty and will make no representation or warranty inconsistent with such Product Terms. Reseller will comply with all applicable, laws, rules and regulations in each relevant jurisdiction. Upon the advance written approval of the Vendor and subject to the Vendor’s Trademark, Reseller may have the right to use certain trademarks, logos, and other proprietary markings of the Vendor. Reseller agrees not to adopt, use or register any corporate name, trade name, trademark, domain name, product name, service mark or certification mark, or other designation similar to any designation or proprietary markings of the Vendor. Reseller will promptly discontinue all such use upon notice by the Vendor.

10. Limited Warranty: The Vendor warrants to Reseller (i) that it has sufficient title to products sold to Reseller for resale hereunder and (ii) that the products delivered will generally conform to the description of the product on the price list. Should the Vendor breach either of the above-described warranties, Reseller’s sole and exclusive remedy shall be to return the product to the Vendor for replacement. If Vendor is unable to provide a replacement, Reseller’s alternate exclusive remedy is to receive a credit of the net purchase price paid. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION. ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

11. Indemnity: Reseller shall defend, indemnify and hold harmless the Vendor from and against any action brought against the Vendor resulting from any (1) negligent act or omission by or willful misconduct of Reseller’s employees and or agents, (2) any claim that may be brought by a current or former employee and/or agent of Reseller, (3) alteration or misuse by Reseller of any the Vendor Product, packaging, promotional literature or proprietary materials, (4) false or misleading representations about the Vendor or the Products made by Reseller, (5) Reseller’s breach of the terms of this Agreement or of any representation, warranty, covenant or agreement contained herein, or (6) violation of US export control requirements.

12. Limitation of Liability, Remedies: THE REMEDIES PROVIDED HEREIN ARE RESELLER’S SOLE AND EXCLUSIVE REMEDIES ARISING OUT OF OR RELATED TO THIS AGREEMENT BY THE VENDOR. UNDER NO CIRCUMSTANCES SHALL THE VENDOR BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE OBLIGATIONS AND RELATIONSHIPS ESTABLISHED BY THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOST DATA EVEN IF THE VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE VENDOR’S TOTAL LIABILITY TO RESELLER ARISING UNDER OR RELATED TO THIS AGREEMENT EXCEED THE SUMS PAID TO THE VENDOR BY RESELLER FOR THE PRODUCTS INVOLVED.

13. Confidentiality; Publicity: Reseller may generally advertise that it is authorized to resell the Vendor products (subject to the Vendor’s branding guidelines) and the Vendor may generally publicly disclose that Reseller is an authorized reseller. Any other public statements or releases by Reseller regarding the relationship between the parties shall require the prior written approval of the Vendor.

14. Force Majeure: if the performance of this Agreement or of any obligation hereunder (except payment of monies due) is prevented, restricted or interfered with by any other act or condition whatsoever beyond the reasonable control of the parties hereto, the party so affected, upon giving notice to the other party, shall be excused from such performance to the extent of such prevention, restrictions or interference.

15. Relationship of the Parties: The relationship of the parties under this Agreement is that of independent contractors and nothing contained herein shall be construed as creating any partnership, joint venture, franchisor-franchisee, or agency relationship between Reseller and the Vendor. Reseller shall not have authority to assume or create any obligation or make any representation of any kind on behalf of the Vendor.

16. Waiver: The waiver by either party of any provision or right under this agreement on one occasion shall not operate as a waiver of any provision or right under this agreement on any future occasion.

17. Governing Law/Venue: This agreement is governed exclusively by and construed in accordance with the laws of Oregon, USA , excluding any conflicts of law rules that would compel application of the law of any other forum. The parties expressly agree that the United Nations Convention on the International Sale of Goods shall not apply to transactions under this agreement.

18. Dispute resolution; Damages: All aspects of any legal proceeding will be conducted in the English language. The prevailing party in any action at law or equity arising out of this agreement shall be entitled to recover all of its reasonable costs incurred in conjunction therewith, including but not limited to reasonable attorneys’ fees and expert witness fees.

19. Entire Agreement: This agreement, together with any the Vendor sales / order confirmation and, referenced attachments, constitutes the entire agreement between us on this subject, and supersedes all related conversations or documents, as well as any prior agreements. Any terms and conditions of any purchase order or other document submitted in connection with this agreement that is in addition to or conflicting with the terms herein are rejected by the Vendor, will not be binding on the Vendor, and will have no force or effect. No modification of terms of this agreement shall bind either party unless in a written instrument signed by both parties.

20. Communication: Any notice or consent required or given under this Agreement shall be (i) in writing, (ii) in English, (iii) either personally delivered or sent by fax, e-mail, or by airmail, and (iv) sent to the address of the receiving party as set forth in the order, or such other address as such party may from time to time designate by notice to the other party.

21. Additional terms: If any provisions or portions of this agreement are found to be invalid by any court of competent jurisdiction, the remainder of this agreement shall nonetheless remain in full force and effect. The terms and conditions of Sections 4, 5, 7, 10 – 12, and 15 – 21 shall survive expiration and/or termination of this Agreement. The Vendor is not responsible for typographic errors. The Vendor reserves the right to change these terms or the prices charged at any time so please check each time you purchase.

If you agree to this form please continue to our resellers signup form

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