Terms & Conditions

1.0 Standard Terms of Sale ("Terms of Sale")

All sales by Meridian 104, Inc. dba Western Latitudes ("Western Latitudes") to its customers ("Customer") are subject to the following standard terms and conditions. These terms and conditions apply unless the Customer has signed a separate purchase agreement with Western Latitudes, in which case the separate agreement shall be the governing document.

2.0 Customer Acknowledgement

Customer acknowledges agreement with these Terms of Sale by the placement of an order to purchase a Product or Service from Western Latitudes.

3.0 All Sales Made In Colorado USA

All sales shall be deemed made in the State of Colorado, USA, regardless of the location of the Customer. The Customer agrees that any dispute with Western Latitudes arising out of the Customer's purchase from Western Latitudes shall be brought by the customer exclusively in the state or federal courts situated in the County of Arapahoe in the State of Colorado; and the Customer hereby agrees that such venue is appropriate and that Western Latitudes' agreement to sell and deliver products to the Customer is dependent on this provision.

4.0 Use of Reconditioned Material

Western Latitudes reserves the right to ship new or reconditioned material in fulfillment of any order or partial order, at its sole option. If reconditioned equipment is shipped it will be full refurbished and tested in accordance with Western Latitudes' quality standard for new equipment and will be covered by the same standard warranty terms by Western Latitudes as if it were new equipment.

5.0 Purchase Price

Prices are listed in Western Latitudes' authorized price list, and are subject to change without notice. Prices for certain governmental, corporate, and institutional customers may be set forth in a bid or other written agreement between the parties. Payment is due before shipment, unless credit terms have been arranged in advance with Western Latitudes' Credit Department. In such case, payment terms shall be as set forth in the credit agreement.

6.0 Shipping Terms

Shipping terms are: F.O.B. Western Latitudes' designated manufacturing facility, unless otherwise stated in writing by Western Latitudes. Western Latitudes, if requested, will arrange payment for shipping with the carrier, but shipping charges are the responsibility of Customer and will be added to the invoice price. Risk of loss is upon Customer once Western Latitudes delivers product to the carrier. Delivery times are estimates only and Western Latitudes shall not be liable for delays. Western Latitudes reserves the right to ship partial orders at its sole discretion.

7.0 User Rights to Software and License Agreements

The Software included with the Product is protected by copyright law and/or international treaty provisions. Rights relating to a particular Software program are listed in the license agreement document provided by Western Latitudes or by the owner(s) of the Software that is included with the Product. Customer agrees to abide by all license provisions or end user agreement imposed by Western Latitudes or by the manufacturer or publisher of any products or software that Western Latitudes resells, including the StarFire end user license agreement when the Customer purchases StarFire user licenses.

8.0 International Sales

Products sold by Western Latitudes, including equipment and software, may be exported from the United States only in accordance with the Export Administration Regulations. Diversion contrary to United States law is prohibited. Customer warrants and represents that it is eligible to receive Products under United States law and agrees to abide by any export or re-export restrictions imposed by Western Latitudes or by the manufacturer or publisher of any products or software that Western Latitudes resells.

9.0 Limited Manufacturer's Warranty

(a) NavCom warrants that its products will be free from defects in material and workmanship at the time of delivery. Under this warranty, parts found to be defective in material or in workmanship will be repaired or replaced at the discretion of NavCom at no cost to the Customer, provided that the Customer returns the defective product to NavCom and pays all transportation charges, duties, and taxes associated with the return of the product. Parts replaced during the warranty period do not extend the period of the basic warranty.

This provision does not extend to any NavCom products, which have been subjected to misuse, accident or improper installation, maintenance or application, nor does it extend to products repaired or altered outside the NavCom production facility unless authorized in writing by NavCom.

THIS PROVISION IS EXPRESSLY ACCEPTED BY THE CUSTOMER IN LIEU OF ANY OR ALL OTHER AGREEMENTS, STATEMENTS OR REPRESENTATIONS, EXPRESSED OR IMPLIED, IN FACT OR IN LAW, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND OF ALL DUTIES OR LIABILITIES OF NAVCOM TO THE CUSTOMER ARISING OUT OF THE USE OF GOODS, AND NO AGREEMENT OR UNDERSTNADING VARYING OR EXTENDING THE SAME WILL BE BINDING UPON NAVCOM UNLESS IN WRITING, SIGNED BY A DULY-AUTHORIZED OFFICER OF NAVCOM.

The warranty period is one (1) year from date of purchase.

10.0 LIMITATION OF LIABILITY

IN NO EVENT SHALL WESTERN LATITUDES BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT OR OPPORTUNITY. CUSTOMERÕS SOLE AND EXCLUSIVE REMEDY IS STATED IN WESTERN LATITUDES WARRANTY ACCOMPANYING THE PRODUCT. IN NO EVENT SHALL WESTERN LATITUDES' LIABILITY EXCEED THE REPAIR, REPLACEMENT, OR COST OF THE SPECIFIC PRODUCT PURCHASED FROM WESTERN LATITUDES.

11.0 Returns

Returns of Product are subject to Western Latitudes' return policies, which require that Customers obtain a valid returned material authorization (RMA) from Western Latitudes prior to returning any material. To obtain an RMA please contact Western Latitudes Customer Service department via email at: support@westlat.com

Customer shall be responsible for any costs and or losses incurred if Western Latitudes' return policies are not complied with and Western Latitudes reserves the right to refuse delivery of any returned material that does not comply with its stated return policies.

12.0 Exclusive Agreement

These Terms of Sale represent the complete and final agreement between the Customer and Western Latitudes for the matters set forth herein, and shall be supplemented only by the prices, quantity, and descriptions set forth in Western Latitudes' invoice for the relevant sale. Terms contained in Customers' purchase orders, offers to buy, terms and conditions, and the like shall have no effect.

13.0 Other Documents

These terms and conditions may NOT be altered, supplemented, or amended by the use of any other document(s), except as otherwise noted. Any attempt to alter, supplement or amend this document or to enter an order for product(s) or service and support that are subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both Customer and Western Latitudes.

14.0 Substitutions and Modifications

Western Latitudes reserves the right to substitute or change materials, parts, Product specifications or functional attributes at any time without notice. Western Latitudes also reserves the right to ship Product in multiple boxes and/or shipments.

Western Latitudes "X-Range" product additions have been modified to improve the Product's functional attributes. However, such modification has not been approved by NavCom. As a consequence, the Product shall have no Limited ManufacturerÕs Warranty and Section 9.0 of the Terms and Conditions is deleted in its entirety.

15.0 General

(a) These Terms of Sale and any transactions made under them shall be interpreted by and be subject to the laws of the State of Colorado, USA.
(b) In the event any section or portion of a section of these Terms of Sale are deemed unlawful or unenforceable, that section or portion of a section shall be stricken from the Terms of Sale, and the remaining terms shall continue in full force and effect.
(c) Western Latitudes shall not be liable for any delay in performance directly or indirectly caused by or resulting from acts of nature, fire, flood, accident, riot, war, government intervention, communication networks availability, embargoes, strikes, labor difficulties, equipment failure, late deliveries by suppliers or other difficulties which are beyond the control, and without the fault of Western Latitudes. Quantities are subject to availability. In the event of production difficulties or Product shortages, Western Latitudes may allocate sales and deliveries at its sole discretion.
(d) These Terms of Sale may be modified from time to time by Western Latitudes without notice, and are current as of the date of the then current published Terms of Sale.
(e) The section headings used herein are for convenience of reference only and do not form a part of these terms of conditions, and no construction or inference shall be derived there from.