Warranty

Under no circumstances does PowerGate LLC represent that a specific product will work in a customer's application. It is the sole responsibility of each customer to thoroughly test each product and part number under their unique parameters and environments to ensure a product will work properly and reliably.

All defects of material or miss-shipments shall be immediately notified to PowerGate LLC. Any miss-shipments, as in shipping the incorrect part number to the customer, will have no liability to PowerGate LLC. It is the sole responsibility of the customer to verify and test that part(s) received are the correct parts ordered by the customer.

PowerGate LLC is a distributor and in the case of a defect will reflect the warranty of the individual manufacturer. The warranty period shall be defined for each manufacturer and their part number separately as requested and required. Under all conditions the liability shall be limited to the repair or - at the manufacturer's sole discretion - substitution of goods which prove to be defective.

In any event, there shall be no further remedies or claims against PowerGate LLC and its manufacturer's. In particular, the customer has no right to rescind a contract, ask for reduction of price or any compensation, such as compensation for any special, actual, consequential, incidental or indirect damages, or any loss of profit, revenue or data based upon non-performance or breach of any of its obligations, whether based in contract, tort, or otherwise.

Further, PowerGate LLC and its manufacturer's shall not be liable for damages resulting from improper use, incorrect implementation, or shipments of incorrect part numbers to the customer or third parties. Particularly, the misuse where product specifications, operating instructions or specifications set forth by the manufacturer are exceeded or violated by the customer or third parties.

The warranty shall immediately terminate if the customer or a third party change or try to repair a product without the prior written consent of the manufacturer.  The customer agrees to be fully liable for damages resulting from its own instructions for product usage.

The customer shall indemnify and hold harmless PowerGate LLC and its manufacturers from any and all loss, liability, damage, cost or expense to the extent arising out of any claims or suits brought by third parties against the customer by reason of any breach of customer covenants or obligations contained in this warranty or any other agreement between the parties.

Return to Stock Request

It is not our practice to allow product to be returned to stock.  Requests for stock return will be based upon product history/usage and the manufacturer's policy. Under special circumstances, if a return request is approved, the return will require a restocking fee and an offsetting order along with any freight and handling charges associated with the prior shipment of that order.

Liability for Medical product in life support or life sustaining applications
and Nuclear, aircraft or military applications

PowerGate products and our vendor's products are not authorized for use as critical components in Life Support devices or systems or any other application where product failure could lead to loss of life or catastrophic property damage without the express written approval of senior management and general counsel. As used herein:

1: Life support devices or systems are devices or systems which, (a) are intended for surgical implant into the body, or (b) support or sustain life, and whose failure to perform, when properly used in accordance with instructions for use provided, can be reasonably expected to result in a significant injury to the user.

2: A critical component is any component whose failure to perform can be reasonably expected to cause the failure of the device or system, or to affect its safety or effectiveness in the following areas: a medical life support device, nuclear facility or system, aircraft or spacecraft, military or naval missile, ground support or control equipment used for the purpose of guidance navigation or direction of any aircraft, spacecraft or military or naval missile.

PowerGate Commercial Terms and Conditions of Sale

THE SALE OF PRODUCTS AND SERVICES ("PRODUCTS") BY POWERGATE LLC AND ITS DIVISIONS AND SUBSIDIARIES ("POWERGATE") ARE SUBJECT TO THESE TERMS AND CONDITIONS (“AGREEMENT”) REGARDLESS OF OTHER OR ADDITIONAL TERMS OR CONDITIONS THAT CONFLICT OR CONTRADICT THIS AGREEMENT IN ANY PURCHASE ORDER, DOCUMENT, OR OTHER COMMUNICATION ("ORDER"). PREPRINTED TERMS AND CONDITIONS ON ANY CUSTOMER (“CUSTOMER”) DOCUMENT (FOR EXAMPLE: PURCHASE ORDERS OR CONFIRMATIONS) AND/OR POWERGATE’S FAILURE TO OBJECT TO CONFLICTING OR ADDITIONAL TERMS WILL NOT CHANGE OR ADD TO THE TERMS OF THIS AGREEMENT.

1. ORDERS. All Orders are subject to acceptance by PowerGate. PowerGate reserves the right to allocate the sale of Products among its customers.  Orders for special, build-to-order, custom, value-added and Products specifically identified by PowerGate as non-standard are non-cancelable and nonreturnable (“NCNR”). The Customer may not cancel or reschedule Orders for standard Products without PowerGate’s consent.

2. PRICES. PowerGate’s quoted prices apply for 30 days or as otherwise stated in its quote. PowerGate may increase prices if PowerGate’s costs increase or other circumstances beyond PowerGate’s reasonable control. Prices are subject to change at any time. Prices are for Products only and do not include taxes, impositions and any other charges, fees, shipping charges and duties imposed by any government authority. Customer is responsible for any additional fees and taxes.

3. TERMS OF PAYMENT. Payment of the total invoice amount, without offset or deduction, is due 30 days from the invoice date. On any past due invoice, PowerGate may charge interest from the payment due date to the date of payment (at 1 ½ % per month), plus reasonable attorney fees and collection costs. PowerGate may change the terms of Customer’s credit at any time. PowerGate may apply payments to any of Customer’s accounts.

4. DELIVERY AND TITLE. Customer is responsible for all shipping costs and any applicable surcharges. Title and risk of loss pass to Customer upon delivery of the Products to the carrier. PowerGate’s delivery dates are estimates only and PowerGate is not liable for delays in delivery. PowerGate reserves the right to make partial shipments and Customer will accept delivery and pay for the Products delivered. A delayed delivery of any part of an Order does not entitle Customer to cancel other deliveries.

5. PRODUCT RETURNS. Customer cannot return Products without a return material authorization ("RMA") number. RMAs will be issued only for damage, shortage, or other discrepancy to Products created solely by PowerGate or the original manufacturer, and only if Customer notifies PowerGate in writing of any damage, shortage, or other discrepancy to Products within 10 days after delivery. RMAs will not be granted for damage, shortage, or other discrepancy created by Customer, the carrier or freight provider, or any other third party. Returned Products must be in original manufacturer' s shipping cartons or equivalent. Customer must return all Products, freight prepaid, as specified in the RMA and pay any restocking charges. At PowerGate’s discretion, PowerGate will return all Products not eligible for return to Customer, freight collect, or hold Product for Customer’s account at Customer’s expense.

PRODUCT RETURN TO STOCK REQUEST- It is NOT PowerGate’s practice to allow product to be returned to stock.  Requests for stock return will be based upon product history/usage and the manufacturer's policy. Under special circumstances, if a return request is approved, the return will require a restocking fee and an offsetting order along with any freight and handling charges associated with the prior shipment of that order.

6. POWERGATE' S LIMITED WARRANTY. PowerGate will transfer to Customer any Product warranties and indemnities authorized by the manufacturer, including any transferable warranties and indemnities for intellectual property infringement. PowerGate warrants the Products will conform to the manufacturer' s specifications. POWERGATE MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED. POWERGATE MAKES NO WARRANTY OF MERCHANTABILITY, FITNESS FOR PURPOSE OR NON-INFRINGEMENT. If Products do not meet manufacturer' s specifications the Product Warranty Support will be, at PowerGate’s choice: (1) repaired or (2) replaced at no cost to Customer. Customer must return Products to PowerGate, along with acceptable proof of purchase, within the warranty period specified by the manufacturer with freight charges prepaid. Please see the complete warranty statement at :

http://www.powergatellc.com/warranty-a-terms-of-sales.html

7. LIMITATION OF LIABILITY. POWERGATE IS NOT LIABLE FOR AND CUSTOMER IS NOT ENTITLED TO ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES; FOR EXAMPLE, LOSS OF PROFITS OR REVENUE, LOSS OF DATA, LOSS OF USE, REWORK, MANUFACTURING EXPENSE, INJURY TO REPUTATION, OR LOSS OF CUSTOMERS. CUSTOMER’S RECOVERY FROM POWERGATE FOR ANY DIRECT DAMAGES WILL NOT EXCEED THE PRICE OF THE PRODUCT AT ISSUE. CUSTOMER WILL INDEMNIFY, DEFEND AND HOLD POWERGATE HARMLESS FROM ANY CLAIMS BASED ON; (i) POWERGATE’S COMPLIANCE WITH CUSTOMER’S DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS, (ii) MODIFICATION OF ANY PRODUCTS BY ANYONE OTHER THAN POWERGATE, OR (iii) USE IN COMBINATION WITH OTHER PRODUCTS. POWERGATE PRODUCTS AND OUR MANUFACTURER’S PRODUCTS ARE NOT AUTHORIZED FOR USE AS CRITICAL COMPONENTS IN LIFE SUPPORT DEVICES OR SYSTEMS WITHOUT THE EXPRESS  WRITTEN APPROVAL OF SENIOR MANAGEMENT AND GENERAL COUNSEL.

8. FORCES BEYOND POWERGATE’S CONTROL. PowerGate is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery due to causes beyond its reasonable control, (for example: acts of God, acts or omissions of the Customer, man-made or natural disasters, epidemic medical crises, materials shortages, strikes, acts of terrorism, delays in transportation, or inability to obtain labor or materials through its regular sources).

9. USE OF PRODUCTS. Products are not authorized for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or catastrophic property damage. If Customer uses or sells the Products for use in any such applications, Customer acknowledges that such use or sale is at Customer’s sole risk.  Customer will indemnify, defend and hold PowerGate and the Product manufacturer harmless from and against any and all liabilities and costs arising out of or in connection with such use or sale.

10. EXPORT/IMPORT. Certain Products sold by PowerGate and other related technology and documentation are subject to export control laws, regulations and orders of the United States and the export or import control laws and regulations of other countries. Customer will not directly or indirectly export or divert any Products and other related technology and documentation to any third party or country where such export or transmission is restricted or prohibited. Customer agrees it is responsible to obtain any license to export, re-export, or import as may be required.

11. PRODUCT INFORMATION. Product information, including information related to a Product’s specifications, export/import control classifications, uses or conformance with legal or other requirements, is obtained by PowerGate from its suppliers or other sources. Such information is provided by PowerGate on an "AS IS" basis. PowerGate makes no representation as to the accuracy or completeness of the Product information, and DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES UNDER ANY THEORY WITH RESPECT TO THE PRODUCT INFORMATION, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. PowerGate recommends Customer validate any Product Information before using or acting on such information. All Product information is subject to change without notice. PowerGate is not responsible for typographical or other errors or omissions in Product information.

12. ELECTRONIC ORDERS. In the event that any part of the purchase and sale of Products utilizes electronic data interchange, internal or third party portal, or any other electronic means (“Electronic Purchase Order”), this Agreement, or any other validly executed agreement between PowerGate and Customer, will continue to apply to the purchase and sale of Products between Customer and PowerGate.

13. GENERAL.

• The laws of the State of California will exclusively govern any dispute between PowerGate and Customer without reference to California’s conflict of laws principles. The United Nations Convention for the International Sale of Goods shall not apply.
• Customer may not assign this Agreement without the prior written consent of PowerGate. PowerGate or its affiliates may perform the obligations under this Agreement. This Agreement is binding on successors and assigns.
• This Agreement can only be modified in writing signed by authorized representatives of both PowerGate and Customer.
• PowerGate and Customer are independent contractors and agree that this Agreement does not establish a joint venture or partnership.
• Statements or advice (technical or otherwise) if given without charge, are an accommodation to Customer and PowerGate has no responsibility or liability for the content or use of such statements or advice.
• PowerGate’s failure to object to any document, communication, or act of Customer will not be deemed a waiver of any of these terms and conditions.
• The unenforceability of any of these terms or conditions will not affect the remainder of the terms or conditions.
• Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses.
• Customer and PowerGate will comply with applicable laws and regulations