Terms and Conditions

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE. All users of this site agree that access to and use of this site are subject to the following terms and conditions and other applicable law. If you do not agree to these terms and conditions, please do not use this site.


1. UNIVERSAL DYNAMICS, INC., (henceforth referred to as UNIVERSAL DYNAMICS or the COMPANY ) guarantees that its products are free from defects in materials and workmanship, and that if, within one year from date of shipment thereof, any guaranteed product should fail for the foregoing reasons, UNIVERSAL DYNAMICS will replace or repair such product free of charge under conditions described herein. THE CORRECTION OF SUCH DEFECTS BY REPAIR OR REPLACEMENT IN THE MANNER SET FORTH HEREIN SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY OF PURCHASER AND SHALL CONSTITUTE FULFILLMENT OF ALL OF THE OBLIGATIONS OF UNIVERSAL DYNAMICS WITH RESPECT TO ANY WARRANTY GIVEN HEREIN RELATING TO ANY EQUIPMENT SOLD OR DELIVERED HEREUNDER. UNIVERSAL DYNAMICS does not guarantee the performance of any product except as may be expressly stated to the contrary in the applicable quotation or other documents of which these conditions are a part. Guarantees of products not manufactured by UNIVERSAL DYNAMICS, including purchased components, shall be limited to the guarantees and warranties of the respective manufacturers.

THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF UNIVERSAL DYNAMICS SET FORTH HEREIN ARE EXCLUSIVE AND IN SUBSTITUTION FOR ALL OTHER WARRANTIES, OBLIGATIONS AND� IABILITIES OF UNIVERSAL DYNAMICS. EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. WITH RESPECT TO ANY NON-CONFORMANCE OR DEFECT IN PRODUCT. IN NO EVENT SHALL UNIVERSAL DYNAMICS BE LIABLE TO BUYER OR ITS CUSTOMERS FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE TRANSACTIONS HEREIN.

2. ALL CLAIMS under the guarantee above must be made promptly in writing to UNIVERSAL DYNAMICS. Defective material must either be returned to UNIVERSAL DYNAMICS, freight prepaid, or made available for inspection at customer's location within thirty (30) days of written claim.

3. RETURNS - Before returning any material, CUSTOMER will request a Returned Goods Authorization (RGA) number from UNADYNPARTS.COM at 703-490-7080 and this number must be used to identify the returned material and all associated documents. ALL RETURNED MATERIAL MUST BE SHIPPED PREPAID.

4. REPLACEMENTS - Any replacement parts will be shipped freight collect. Shipment of replacements prior to receipt and inspection of presumed defective parts does not waive UNIVERSAL DYNAMICS' rights. The decision to repair, replace, or issue credit for defective material rests solely with UNIVERSAL DYNAMICS.

5. PRICES - All prices are F.O.B. dock, Woodbridge, Virginia, or point of manufacture. Prices do not include sales, use, excise, or similar taxes, which shall be paid by the PURCHASER or in lieu thereof, the PURCHASER shall provide UNIVERSAL DYNAMICS with a certificate of tax exemption acceptable to the taxing authorities.

6. ORDERS - To be binding and valid, all orders must be accepted in writing by the COMPANY at its principal office in Woodbridge, Virginia. UNIVERSAL DYNAMICS reserves the right to refuse any order prior to its written acceptance. The PURCHASER will provide all necessary credit information to enable UNIVERSAL DYNAMICS to assess and approve their credit worthiness. A 30% deposit of all orders over $10,000 (USD) is required. The remaining 70% is Net 30.

7. DELIVERY - Delivery dates refer to the dates when it is estimated that the equipment will be ready for shipment from the place of manufacture and are based on prompt receipt by the seller of the order and of information necessary to permit the seller to proceed with work immediately and without interruption. It is understood and agreed that shipping dates are approximate only and while UNIVERSAL DYNAMICS will use all reasonable diligence to meet them, it does not guarantee any shipping date.

8. DELAYS - If shipment is delayed at PURCHASER'S request, payments due upon and after shipment are due as though shipment has been made at the time CUSTOMER was notified that shipment was ready. If shipment is delayed more than seven (7) days at CUSTOMER'S request, material may be stored at UNIVERSAL DYNAMICS' premises or a public warehouse; and CUSTOMER agrees to pay all reasonable storage and removal charges related to such storage.

9. ENGINEERING CHANGES - UNIVERSAL DYNAMICS reserves the right to make changes in designs and/or construction in its products at any time without incurring any obligation on units previously delivered to modify such units to include subsequent changes.

10. TERMINATION - PURCHASER may terminate the contract of which these conditions are a part upon notice in writing to UNIVERSAL DYNAMICS. For standard products the PURCHASER shall pay twenty percent (20%) of the selling price of such equipment. For special products not part of UNIVERSAL DYNAMICS' standard line, UNIVERSAL DYNAMICS shall cease work and deliver to PURCHASER all completed or partially completed equipment and work in process. PURCHASER shall pay UNIVERSAL DYNAMICS the contract price for all completed equipment, plus all expenses of UNIVERSAL DYNAMICS in connection with partially completed work including direct factory and engineering costs, cancellation charges to UNIVERSAL DYNAMICS on account of any commitments made under the contract, and an additional 10% of all charges to cover overhead.

11. PURCHASER - will use and shall require its employees to use all safety devices and guards on the shipment and maintain the same in proper working order. PURCHASER shall use and require its employees to use safe operating procedures in operating the equipment. If PURCHASER fails to observe the obligations in this paragraph, PURCHASER agrees to indemnify and save UNIVERSAL DYNAMICS harmless from any liability or obligation incurred by UNIVERSAL DYNAMICS to persons injured directly or indirectly in connection with the operation of the equipment. PURCHASER further agrees to notify UNIVERSAL DYNAMICS promptly, and in any event within thirty (30) days, of any accident or malfunction involving UNIVERSAL DYNAMICS' equipment which results in personal injury or damage to property and to cooperate fully with UNIVERSAL DYNAMICS in investigating and determining the causes of such accident or malfunction. In the event that PURCHASER fails to give such notice to UNIVERSAL DYNAMICS or to cooperate with UNIVERSAL DYNAMICS, PURCHASER agrees to indemnify and save UNIVERSAL DYNAMICS harmless from any claims arising from such accident or malfunction.

12. GENERAL:
A) This agreement is the final and complete agreement of the parties. There are no other agreements, contracts, understandings, or representations, oral or written, expressed or implied with respect to this transaction or the equipment being sold hereunder. No amendment thereto shall be effective unless in writing and signed by the parties. THESE STANDARD CONDITIONS OF SALE CONSTITUTE AN OFFER OR COUNTEROFFER THAT EXPRESSLY LIMITS ACCEPTANCE TO THE TERMS AND CONDITIONS HEREOF, INCLUDING THE EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY AND REMEDY PROVISIONS. UNIVERSAL DYNAMICS EXPRESSLY REJECTS ANY OFFER THAT CONTAINS TERMS ADDITIONAL TO OR DIFFERENT FROM THOSE FOUND IN THESE STANDARD CONDITIONS OF SALE. THESE STANDARD CONDITIONS OF SALE WILL CONTROL OVER ANY CONFLICTING, ADDITIONAL OR DIFFERENT TERMS AND� CONDITIONS IN ANY OTHER AGREEMENT OR ORDER ISSUED OR SUBMITTED BY PURCHASER IN CONNECTION HEREWITH. ANY ACTION BY UNIVERSAL DYNAMICS IN FULFILLING AN ORDER BY THE PURCHASER SHALL NOT BE DEEMED AN ACCEPTANCE OF THE PURCHASER'S TERMS AND CONDITIONS. Any and all other terms, verbal or written, are specifically excluded unless in writing and agreed to in writing by both parties.
B) In all cases clerical errors are subject to correction.
C) In the event that any terms of this agreement be or become or are declared to be invalid or void by any court of competent jurisdiction such terms shall be null and void, and shall be deemed deleted from this agreement, and all remaining terms of the agreement shall remain in full force and effect.
D) The validity, enforceability and interpretation of the above terms and conditions shall be determined and governed by the laws of the Commonwealth of Virginia.

13. GOVERNING LAW AND FORUM - The rights and obligations of the parties under this Agreement and any action in contract or tort between said parties under this agreement or resulting from the use or operation of equipment shall be governed by the laws of the Commonwealth of Virginia and may be brought only in the courts of the Commonwealth of
Virginia.

14. INDEMNITY - Purchaser agrees to indemnify, defend and hold harmless UNIVERSAL DYNAMICS, its affiliates and their respective directors, officers, employees, and agents from and against all claims, demands, causes of action, losses, costs and expenses (including without limitation reasonable attorney's fees) (collectively, "losses") arising out of or related to the use of this equipment if the equipment has been (i) subjected to misuse, neglect, accident or abuse; (ii) modified, repaired or altered by someone other than UNIVERSAL DYNAMICS; or (iii) used in a manner not in occordance with instructions furnished by UNIVERSAL DYNAMICS.

Copyright
The entire content included in this site, including but not limited to text, graphics or code is copyrighted as a collective work under the United States and other copyright laws, and is the property of UnadynParts.com. The collective work includes works that are licensed to UnadynParts.com. Copyright 2003, UnadynParts.com ALL RIGHTS RESERVED. Permission is granted to electronically copy and print hard copy portions of this site for the sole purpose of placing an order with UnadynParts.com or purchasing UnadynParts.com products. You may display and, subject to any expressly stated restrictions or limitations relating to specific material, download or print portions of the material from the different areas of the site solely for your own non-commercial use, or to place an order with UnadynParts.com or to purchase UnadynParts.com products. Any other use, including but not limited to the reproduction, distribution, display or transmission of the content of this site is strictly prohibited, unless authorized by UnadynParts.com. You further agree not to change or delete any proprietary notices from materials downloaded from the site.


Trademarks
All trademarks, service marks and trade names of UnadynParts.com used in the site are trademarks or registered trademarks of UnadynParts.com


Warranty Disclaimer
This site and the materials and products on this site are provided "as is" and without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, UnadynParts.com disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement. UnadynParts.com does not represent or warrant that the functions contained in the site will be uninterrupted or error-free, that the defects will be corrected, or that this site or the server that makes the site available are free of viruses or other harmful components. UnadynParts.com does not make any warrantees or representations regarding the use of the materials in this site in terms of their correctness, accuracy, adequacy, usefulness, timeliness, reliability or otherwise. Some states do not permit limitations or exclusions on warranties, so the above limitations may not apply to you.


Limitation of Liability
UnadynParts.com shall not be liable for any special or consequential damages that result from the use of, or the inability to use, the materials on this site or the performance of the products, even if UnadynParts.com has been advised of the possibility of such damages. Applicable law may not allow the limitation of exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you.


Typographical Errors
In the event that a UnadynParts.com product is mistakenly listed at an incorrect price, UnadynParts.com reserves the right to refuse or cancel any orders placed for product listed at the incorrect price. UnadynParts.com reserves the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, UnadynParts.com shall issue a credit to your credit card account in the amount of the incorrect price.


Term; Termination
These terms and conditions are applicable to you upon your accessing the site and/or completing the registration or shopping process. These terms and conditions, or any part of them, may be terminated by UnadynParts.com without notice at any time, for any reason. The provisions relating to Copyrights, Trademark, Disclaimer, Limitation of Liability, Indemnification and Miscellaneous, shall survive any termination.


Notice
UnadynParts.com may deliver notice to you by means of e-mail, a general notice on the site, or by other reliable method to the address you have provided to UnadynParts.com.


Miscellaneous
Your use of this site shall be governed in all respects by the laws of the state of California, U.S.A., without regard to choice of law provisions, and not by the 1980 U.N. Convention on contracts for the international sale of goods. You agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to this site (including but not limited to the purchase of UnadynParts.com products) shall be in the state or federal courts located in Los Angeles County, California. Any cause of action or claim you may have with respect to the site (including but not limited to the purchase of UnadynParts.com products) must be commenced within one (1) year after the claim or cause of action arises. UnadynParts.com's failure to insist upon or enforce strict performance of any provision of these terms and conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these terms and conditions. UnadynParts.com may assign its rights and duties under this Agreement to any party at any time without notice to you.


Use of Site
Harassment in any manner or form on the site, including via e-mail, chat, or by use of obscene or abusive language, is strictly forbidden. Impersonation of others, including a UnadynParts.com or other licensed employee, host, or representative, as well as other members or visitors on the site is prohibited. You may not upload to, distribute, or otherwise publish through the site any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable which may constitute or encourage a criminal offense, violate the rights of any party or which may otherwise give rise to liability or violate any law. You may not upload commercial content on the site or use the site to solicit others to join or become members of any other commercial online service or other organization.


Participation Disclaimer
UnadynParts.com does not and cannot review all communications and materials posted to or created by users accessing the site, and is not in any manner responsible for the content of these communications and materials. You acknowledge that by providing you with the ability to view and distribute user-generated content on the site, UnadynParts.com is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the site. However, UnadynParts.com reserves the right to block or remove communications or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright, trademark or; other intellectual property right of another or (d) offensive or otherwise unacceptable to UnadynParts.com in its sole discretion.


Indemnification
You agree to indemnify, defend, and hold harmless UnadynParts.com, its officers, directors, employees, agents, licensors and suppliers (collectively the "Service Providers") from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these terms and conditions or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the site using your Internet account.


Third-Party Links
In an attempt to provide increased value to our visitors, UnadynParts.com may link to sites operated by third parties. However, even if the third party is affiliated with UnadynParts.com, UnadynParts.com has no control over these linked sites, all of which have separate privacy and data collection practices, independent of UnadynParts.com. These linked sites are only for your convenience and therefore you access them at your own risk. Nonetheless, UnadynParts.com seeks to protect the integrity of its web site and the links placed upon it and therefore requests any feedback on not only its own site, but for sites it links to as well (including if a specific link does not work).