Terms

By accessing any website of Velasea, LLC (“Velasea”), or otherwise indicating acceptance as set forth below, you are agreeing to the following terms and conditions (as modified from time to time),and each time that you access Velasea’s website(s) you reassert your agreement. If you do not agree with these terms and conditions, then you may not access or use Velasea.com or any other Velasea website.

1. Password

To access certain Velasea websites, you must present a valid password and user ID. Your password is your sole responsibility, and you must take all necessary actions to safeguard the security of your password and its use. You agree not to challenge the validity or enforceability of any order made via Velasea with your password. You must not disclose your password to any person who is not authorized to use the password on your behalf. You will be solely responsible for all unauthorized use of your password by your employees or third parties, except where caused solely and directly by Velasea’s negligence. Velasea highly recommends that you change your password periodically, and that you change your password immediately when you have reason to believe that your password security has been compromised.

2. Disclaimer

USE OF VELASEA’S WEBSITE IS ON AN “AS IS” BASIS AND VELASEA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE WEBSITE OR RELATED PRODUCTS. VELASEA DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, VELASEA DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THE VELASEA WEBSITE IS ACCURATE, COMPLETE OR CURRENT. PRICE AND AVAILABILITY INFORMATION IS SUBJECT TO CHANGE WITHOUT NOTICE.

3. Limitation on Use

You hereby acknowledge that products sold by Velasea are not intended for use in life support systems, critical care applications, human implantation, commercial aviation, nuclear facilities or systems or any other applications where product failure could lead to injury to persons or loss of life or catastrophic property damage. Velasea hereby disclaims any liability or responsibility for risk of loss, expenses, cost, liability, litigation and/or potential adverse verdict or judgment in relation to any such use of the products.

4. Limited License

The information and databases provided to you via Velasea websites is licensed to you by Velasea for your use only in the ordinary course of your doing business with Velasea. This license is non-exclusive, non-transferable, and may be terminated by Velasea with or without cause at any time.

5. Limitation of Liability

Except as specifically stated herein, neither Velasea nor any of its directors, employees or other representatives will be liable for damages arising out of or in connection with your use of any Velasea website. This is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect, or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties.

IN NO EVENT SHALL VELASEA BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR OTHER DAMAGES WHATSOEVER RESULTING FROM OR RELATED TO YOUR USE OF ANY VELASEA WEBSITE OR VELASEA’S PERFORMANCE OR FAILURE TO PERFORM UNDER ANY AGREEMENT OR THE FURNISHING, PERFORMANCE OR USE OF ANY PRODUCT(S), WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, PRODUCT LIABILITY, PERSONAL INJURY, THE NEGLIGENCE OF VELASEA OR OTHERWISE. VELASEA’S LIABILITY SHALL BE LIMITED SOLELY TO THE REPAIR, REPLACEMENT OR CREDIT OF THE PRODUCT(S), AT VELASEA’S OPTION.

6. Indemnity

You agree to defend, indemnify, and hold Velasea and its affiliates, and their respective directors, officers, employees, and agents, harmless from and against any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, arising from or in any way relating to your use of any Velasea website.

7. Modification

Velasea may modify the information and functionality of any Velasea website at any time. Velasea reserves the right, in its sole discretion, to modify, alter or otherwise update these terms and conditions at any time, and you agree to be bound by such modifications, alterations or updates. Any modifications, alterations or updates to these terms and conditions will be available to you on Velasea’s website, and you agree to regularly check Velasea’s website for new versions of these terms and conditions.

8. Governing Law/Venue

This Agreement shall be governed by and construed under the laws of the State of California, without regard to its principles regarding conflicts of law. The parties disclaim the United Nations Convention on Contracts for the International Sale of Goods in its entirety. If any part of these terms and conditions is found void and unenforceable, it will not affect the validity of the balance of the terms and conditions, which shall remain valid and enforceable.

9. Compliance

By accessing any websites of Velasea, you are agreeing to comply with all applicable laws, statutes, and regulations with respect to these terms and conditions. With respect to the resale of any products acquired from Velasea, you acknowledge and agree that the products are subject to the export control laws and regulations of the United States, including, but not limited to, the Export Administration Regulations, and sanctions regimes of the U.S. Department of Treasury and Office of Foreign Asset Controls. You will not, without prior U.S. government authorization, export, reexport, or transfer any products, either directly or indirectly, to any country subject to a U.S. trade embargo, or to any resident or national of any such country, or to any person or entity listed on the “Entity List” or “Denied Persons List” maintained by the U.S. Department of Commerce or the list of “Specifically Designated Nationals and Blocked Persons” maintained by the U.S. Department of Treasury. In addition, you will not export, re-export, or transfer products to an end-user engaged in activities related to weapons of mass destruction. Such activities include, but are not necessarily limited to, activities related to the design, development, production, or use of: (a) nuclear materials, nuclear facilities, or nuclear weapons; (b) missiles or support of missiles projects; (c) chemical or biological weapons; and (d) life support systems, human implantation, or any other application where product failure could lead to loss of life or property damage. In accordance with the US Foreign Corrupt Practices Act (the “FCPA”), you agree that you have not made, and will not make, any direct or indirect payment, or offer or authorization to pay, any money, gift, or anything of value to any government official, including the immediate family of any such official, for the purpose of influencing an act or decision of the government or such individual in order to assist, directly or indirectly, you or Velasea in obtaining or retaining business, or otherwise securing an improper advantage.

BY ACCESSING ANY VELASEA WEBSITE, YOU ACCEPT ALL THESE TERMS AND CONDITIONS.