Effective June 23, 2016
These Standard Terms and Conditions apply to any proposal and agreement and/or
purchase order relating to all software and services sold by Hawk Ridge
Systems, LLC. (“HRS”) to a customer (“Customer”). These terms and conditions,
together with the related proposal and agreement and/or purchase order shall
constitute the entire agreement (“Agreement”) between the parties.
GENERAL PROVISIONS – This Agreement shall apply and govern
the sale of software license, support, services, equipment and materials by
HRS. Customer has selected the products, software and services based only on
their specifications. If either party believes that other matters beyond
those covered in this document are part of the Agreement, the parties will
(a) describe and acknowledge them on the front of the Agreement or (b)
staple a copy or description of them to the Agreement and initial them
before signing; otherwise, they are not included as part of the Agreement.
After Customer signs the Agreement (or any Amendment to it), the Agreement
will become a binding contract when and if it is executed by an officer or
other authorized designee of HRS.
SOFTWARE LICENSE – Customer acknowledges and agrees that
the Software shall be licensed to Customer pursuant to terms and conditions
contained in a license appearing on a computer screen during installation of
the Software (commonly referred to as a “click through” license). Customer
and HRS agree that the terms and conditions of any click-through license
contained in the Software are hereby incorporated by reference into the
Agreement as if fully set forth herein. Customer agrees to be bound by the
terms and conditions in any click-through license contained in the Software,
regardless of whether the Software generating such click-through license is
installed by Customer’s employee or by HRS or an independent contractor
installing the Software for Customer’s use. HRS will provide a copy of such
click through license to Customer upon request.
REINSTALLATION FEES – if maintenance lapses a
reinstallation fee of $100-$500 per license will apply, except in the case
of Enterprise PDM. There are no late subscriptions renewals of Enterprise
PDM licenses allowed. All Enterprise PDM subscriptions must be renewed on
time. Customers with expired Enterprise PDM subscriptions are required to
repurchase the Enterprise PDM. Beginning January 1, 2016, the current
reinstallation fee/subscription late fee will be replaced with full
subscription backdating. As a result, users with an expired subscription
will be charged all missed subscription fees (up to the cost of a new
license) plus the current year charge to renew the expired license in order
to obtain the current release and full support.
TRAINING – training will be invoiced upon receipt of
purchase order for class credits which must be completed within 1 year of
order date or tuition will be forfeited. Fees are not transferrable to other
purchases. Cancellation received less than 6 business days prior to class
and no-shows are subject to forfeiture.
HARDWARE REQUIREMENTS – please ensure that your hardware
meets the requirements for the version of software you are
PROFESSIONAL SERVICES – all service purchases are final and
will be invoiced upon receipt of purchase order. Services must be completed
within six (6) months of purchase date or payments will be forfeited. Fees
are non-transferrable to other purchases.
LIMITATION OF LIABILITY – HRS will not be responsible to
Customer for consequential, exemplary or incidental damages (such as loss of
profit or employee’s time) regardless of the reason. In no event shall
the liability and/or obligations of HRS under the Agreement or arising out
of the purchase, lease, license and/or use of the Equipment by Customer or
others exceed the purchase price of the Equipment. Limitations of liability
regarding the Software are contained in the click-through license contained
in the Software.
SALES TAXES – Software maintenance is taxable at 50% of the
actual tax rate in California, except initial SOLIDWORKS PDM maintenance,
which is taxed at the full rate.
SHIPPING – Shipping and handling charges will be added to
the invoice where applicable.
CURRENCY – All prices shown are in US dollars unless
SUBSCRIPTIONS AND AUTO-RENEWAL – Your subscription will
automatically renew at the end of each billing cycle unless you cancel
auto-renewal through your online account management page. Your credit card
on file will be charged accordingly. Upon cancellation, your subscription
will continue until the end of that billing cycle before terminating.
PAYMENT – Unless otherwise stated in the Agreement, payment
terms shall be: net 30. All terms are subject to credit approval. On overdue
accounts, Customer shall pay interest at the rate of 1 1/2% per month (or
the highest legal interest rate, if lower). The Customer shall provide HRS
with a copy of tax exemption certificate, direct pay certificate or resale
certificate for the “Ship to” location if exemption from sales
or use taxes is claimed.
CANCELLATION – All sales are final upon order and are not
subject to cancellation, changes or reductions in amount, or suspension of
deliveries except upon the Company’s prior written consent.
EXPORT COMPLIANCE – Customer shall not export, re-export,
or otherwise transmit, directly or indirectly, any Equipment or Software
except in full compliance with all U.S. export control laws and regulations.
These obligations shall survive the termination of the Agreement.
FORCE MAJEURE – Neither party will be liable to the other
for delays in performing any obligations under the Agreement due to
circumstances beyond its reasonable control, including but not limited to
revolts, insurrections, riots, wars, acts of enemies, national emergency,
strikes, floods, earthquake, embargo, inability to secure materials or
transportation, and acts of God, and other events beyond the reasonable
control of the parties caused by nature or governmental authorities.
SEVERABILITY – If any provision of the Agreement is found
to be invalid, illegal or unenforceable, then, notwithstanding such
invalidity, illegality or unenforceability, the Agreement and the remaining
provisions shall continue in full force and effect. In this event the
parties will agree upon a valid, binding and enforceable substitute
provision which shall be as close as possible to the commercial interests of
the invalid or unenforceable provision.
DISPUTE RESOLUTION – Customer and HRS shall endeavor to
resolve any controversy, claim or dispute arising out of or relating to the
Agreement, or the performance or breach thereof, by negotiation. Any claim
that is not resolved by negotiation within thirty (30) days of notification
shall be settled by arbitration administered by the American Arbitration
Association (“AAA”) under its Commercial Arbitration Rules, and judgment on
the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof. The hearing locale will be held in the AAA office
closest to HRS headquarters.
The Agreement shall be governed by and construed in accordance with the
laws of the State of California without regard to conflicts of law
Both HRS and Customer will comply with all laws applicable to the
All notices given under the Agreement will be effective when received in
writing. Notices to the Customer and HRS will be sent to the address
provided in the Agreement.
Changes to the Agreement must be in writing and must be signed by both
COMPLETE AGREEMENT – Customer acknowledges that it has read
the Agreement, understands it, and agrees to be bound by its terms and
conditions. Further, Customer represents and agrees that the Agreement and
the click-through licenses contained in the Software set forth the complete
and exclusive statement of the agreement including the governing terms and
conditions between the parties, which shall prevail over and supersede all
proposals, printed provisions on subordinate Customer documents including
purchase orders, oral or written agreements, the Customer’s general terms
and conditions and all other communications between the parties relating to
the subject matter of the Agreement.