All orders are accepted by the Seller (TTA, Inc.) subject to the sales and credit terms as stated herein. These same terms shall supersede the terms of the Buyer’s purchase order or contract in the event of contradiction or inconsistency herewith, and no other terms, agreements, or customs inconsistent herewith shall be binding upon the Seller. All orders are subject to acceptance by Seller at its principal place of business, 100 E Pennsylvania Ave # 207 Towson 21286 Maryland. Said Terms and Conditions are as follows:
a) These Terms and Conditions shall apply to all purchase orders submitted or to be submitted by Buyer for any item, service or subscription offered to him via the TTA, Inc. website or TTA, Inc. directly (referred to in these Terms and Conditions as the “Products”), including, but not limited to :
I) hardware devices, accompanying items and accessories including devices, items or accessories containing pre-installed software (“Hardware”),
II) TTA, Inc. Firmware and Software, including content and content programs offered by TTA, Inc., like Mathematical Model, Charts, Data Flows, Diagrams and any Internet-based downloadables (“Software”) and
III) services offered by TTA, Inc. from time to time (“Services”), which may include (separately or bundled) Internet-based services or location based services, data services, real time information services such as pollution, noise, vibration, parameter biotic, abiotic, phisic, liquid and gas measurements or parameters, weather forecasts, or the provision of other data, information, (third party) functionality or content, whether offered to the Buyer on a subscription basis (“Subscription”) or on a pre-paid basis and delivered in one or more parts, with or without updates.
a) Any purchase order submitted is subject to acceptance by TTA, Inc.. Only upon acceptance by TTA, Inc. by way of an order confirmation is the agreement concluded.
b) TTA, Inc. reserves the right to reject any orders in full or in part or to apply a maximum order amount.
c) All orders for Hardware are subject to stock availability.
d) Prices and availability of TTA, Inc. products and services are subject to change without notice. In the event a product is not available or is not available at a published price due to an error, TTA, Inc. will contact the Buyer to suggest alternative products or communicate the correct means, as applicable. In such cases, TTA, Inc. reserves the right to revoke any stated offer and to correct any errors, inaccuracies or omissions including after an order has been submitted and whether or not TTA, Inc. has confirmed Buyer’s order and collected payment. If Buyer’s credit card has already been charged for the purchase and Buyer’s order is cancelled, TTA, Inc. will issue a credit to Buyer’s credit card account in the amount of the charge. Individual bank policies will dictate when this amount is credited to Buyer’s account. TTA, Inc.’s liability with respect to any such cancelled order shall be limited to a refund of any amounts paid with respect to such cancelled order. If the Buyer is not fully satisfied with his purchase, he may return it in accordance with TTA, Inc.’s Return Policy.
3) PRICE AND PAYMENT
Payments are to be made in current funds of the United States to Seller at the office of the corporation in 100 E Pennsylvania Ave # 207 Towson 21286 Maryland.
a) Prices indicated on the website are exclusive of State and local sales and use taxes but we apply the Maryland taxes only if the delivery is in the same State. Buyer is responsible for any such State and local sales and use taxes, and any other taxes and government levies, if any, associated with Buyer’s order. If State and local sales and use taxes are due, these amounts will be added to the sale price and Buyer’s payment will be inclusive of those amounts. Shipping and handling charges (if any) will apply in addition to the sale price indicated on the website and the applicable sales and use taxes. Prices are subject to change at any time but will not affect orders for Hardware, Firmware, Software, or Services made prior to the date of the change (subject to clause 7c).
b) All orders must be paid for through the payment service as made available by TTA, Inc. (“Payment Service”). In order to submit orders and use the Payment Service Buyer must supply details of his preferred payment method, billing and shipping address (if applicable) and/or any other details necessary to complete the order.
c) If, for whichever reason, collection through the Payment Service should fail, TTA, Inc. will invoice Buyer by post for the amount payable, which must be paid by check, postal order or credit card within fifteen (15) days from the date of invoice.
NOTE 1: If Buyer is in default of payment in accordance with either (A) or (B) above, the Seller will apply a service charge at the rate of up to 1 and 1/2 % per month on the unpaid balance. In addition to the delinquent payment service charge of up to 1 and 1/2 % per month on the unpaid balance, the Buyer agrees to pay all agency or attorney fees and court costs should it become necessary in the collection of delinquent payments. Further, the Seller shall withhold any further services including warranty services until the delinquent balance is collected.
NOTE 2: No retention of sales price by the Buyer is allowed unless specifically requested and agreed to by Seller.
NOTE 3: Partial shipment and payment therefore will be allowed unless specifically excluded by the Buyer and agreed to by the Seller.
4) DELIVERY AND RISK OF LOSS
Prices are quoted Exworks (EXW) shipping point, unless otherwise agreed in writing, and delivery to a transportation company, properly consigned, shall constitute delivery to the Buyer.
a) TTA, Inc. will endeavor to deliver or activate the Product within thirty (30) days of order acceptance. If multiple Products are ordered, TTA, Inc. reserves the right to deliver or activate each Product separately.
b) Products will be delivered either to Buyer’s delivery address or possession, or electronically. The risk of loss or damage to the Products will pass to the Buyer at the moment the Products are delivered to his delivery address or possession.
c) If Buyer refuses or neglects to take delivery of the Products, TTA, Inc. reserves the right to charge Buyer for the reasonable cost of storing the Products until delivery can be made.
d) If delivery to Buyer should fail for any reason outside of TTA, Inc.’s control, TTA, Inc. reserves the right to cancel the purchase agreement and refund any money paid.
e) If TTA, Inc. delivers a Product or an amount of a Product that Buyer did not order or activates a Product on his device by mistake, Buyer shall immediately inform TTA, Inc. of its mistake by email or via shoptta.com and he shall, at TTA, Inc.’s request, immediately arrange for the return of the Product (the costs of which shall be met by TTA, Inc.), de-install or destruct the Product.
f) Acceptance of a non-ordered Product or amount of a Product does not relieve Buyer from acceptance and payment of the Product he initially ordered, unless otherwise agreed with TTA, Inc..
5) CREATING, PASSAGE OF TITLE AND INSPECTION
Unless otherwise specified, goods for domestic shipment will not be crated. Title to the goods covered by the order will pass to the Buyer at the time of delivery of the shipment to the transportation company, subject to the security interest therein reserved in Paragraph No. 6 hereof, and inspection of such goods will be at destination unless otherwise specified in the order. Unless otherwise agreed in writing, Buyer and carrier are responsible for goods lost or damaged in transit.
6) RETURN POLICY
a) TTA, Inc. allows the Buyer to return Hardware for any reason provided that it has not yet been used at any time during the thirty (30) days following the date of delivery. If the item has not been opened and is in the original, sealed packaging, TTA, Inc. will refund the purchase price actually paid minus shipping and handling charges. If the item has been opened, TTA, Inc. will charge a 15% restocking fee in addition to shipping and handling charges. TTA, Inc. will not issue refunds for products that have been defaced, altered, used, or damaged in any way. All requests for refunds are subject to inspection by TTA, Inc. of the returned item. If Buyer chooses to return any Hardware, he must contact TTA, Inc. during the thirty (30) days following delivery by email or via www.shoptta.com to obtain a Return Materials Authorization number (RMA) and return the Hardware in its original packaging, free of all interests, liens or claims otherwise, to the address provided by TTA, Inc.. TTA, Inc. will not issue any refunds in response to requests made more than thirty (30) days following delivery of the item or without an RMA nor will it issue refunds for products received by TTA, Inc. after the expiration date of the RMA. Items cannot be returned to a retail store. TTA, Inc. will only accept returns on items purchased directly from the TTA, Inc. online store.
b) Purchases of Software may be cancelled in accordance with clause 6(a) provided that the seal has not been broken. Downloading, installing or activating Software are all considered as breaking the seal.
c) Buyer agrees that the supply of Services by TTA, Inc. will commence immediately on TTA, Inc.’s acceptance of his order. Buyer will not be able to cancel the purchase agreement after supply of the Services commences, unless TTA, Inc. fails to provide the Services in accordance with the Limited Warranty.
d) For any amounts refunded under this Return Policy, TTA, Inc. will refund such amounts (if applicable, net of any shipping charges and/or restocking fees) by issuing a credit exclusively to the credit card used to purchase the Product.
e) All sales of Products sold as Refurbished or Road Tested are final sale. The terms of the Limited Warranty applicable to refurbished goods shall apply.
7) LICENSE, COPYRIGHT & CONFIDENTIALITY
a) Subject to these Terms and Conditions, Buyer is granted a license to reproduce in order to install and execute the Software (including Firmware), Services and/or the data, information, functionality or other content (“Content”) provided to the Buyer as part of the Hardware or via for personal and private use only on the terms set out in this article 6 (“License”). Buyer may install and use each Firmware, Software, Services and Content on only one per time at any time and in combination with only one application system. Buyer may not provide the Firmware, Software, Services or Content to others, directly or indirectly for their or anyone else’s use. This License is non-exclusive and non-transferable which means that TTA, Inc. is free to license the Firmware, Software, Services and Content to other customers and that his right to use the Firmware, Software, Services and Content cannot be transferred by Buyer to someone else or to another piece of Hardware, although TTA, Inc. Hardware. This License does not include any right to obtain future upgrades, updates or supplements to the Software, Services or Content except as set forth in paragraph 8 below or unless TTA, Inc. has specifically indicated that obtaining such updates, upgrades or supplements is an integral part of the Product. If upgrades, updates or supplements to the Firmware, Software, Services or Content are obtained, however, the use of such upgrades, updates or supplements will be governed by these Terms and Conditions or such other terms and conditions as Buyer shall be asked to accept prior to TTA, Inc. supplying him with the relevant upgrade, update or supplement.
b) TTA, Inc. reserves the right, with or without notice, to discontinue update, upgrade and supplement services provided to Buyer or made available to him through the use of the Firmware, Software, Services or Content, unless the provision of such updates, upgrades or supplements forms an integral part of the Product, as indicated by TTA, Inc. at the time of sale.
c) Without prejudice to any other rights, TTA, Inc. may immediately terminate the License without notice of default being required if Buyer fails to comply with any material term of these Terms and Conditions which shall be understood to include clauses 6 and 9. In such event, Buyer must destroy all copies of the Software and all of its component parts as well as any Content.
d) Copyright and other intellectual, industrial and/or proprietary rights to the Software, to the Content, the Services and to any copies made of it are owned by TTA, Inc. and/or its suppliers. TTA, Inc. permits the Buyer to use the Firmware, Software, Services and Content only in accordance with these Terms and Conditions. All rights not specifically granted in these Terms and Conditions are reserved by TTA, Inc.. Buyer may either (a) make one copy of the Software solely for backup or archival purposes, or (b) transfer the Firmware and Software to a single medium provided the original is kept solely for backup or archival purposes. Product manual(s) or written materials may not be copied, except for his own use. Buyer may not copy, download, upload or in any other way reproduce Content, except for creating one copy solely for backup or archival purposes. Buyer does not acquire ownership of the Software or Content.
e) Buyer acknowledges and agrees that the Products were developed at considerable time and expense by TTA, Inc. and are confidential to, and a trade secret of, TTA, Inc. and/or other third parties. Buyer undertakes to maintain the Products in strict confidence and not to disclose or provide access to the Product to any third party.
a) Subscriptions will be entered into for an indefinite period of time, unless TTA, Inc. and Buyer have agreed on a fixed period of time.
b) If Buyer’s Subscription is for an indefinite period of time, either him or TTA, Inc. may terminate his Subscription by taking a notice period into account of 30 days (Buyer’s notice to be sent: by e-mail or via shoptta.com. This notice period starts on the first collection date after receipt of his notice of termination by TTA, Inc.. If Buyer’s Subscription is for a fixed period of time, it will automatically end upon expiration of such period of time.
c) TTA, Inc. reserves the right to change the prices for or the terms and conditions applicable to Buyer’s Subscription, subject to giving him prior notice thereof (either via email, the TTA, Inc. website or otherwise). If such change will result in higher prices or otherwise works towards his disadvantage (but not in case the higher prices result from higher government levies or taxes), Buyer may terminate his Subscription prior to and against the date such change comes into effect by sending an e-mail or via www.shoptta.com.
d) TTA, Inc. may terminate Buyer’s Subscription as per the end of a calendar month by providing at least 30 days prior notice if TTA, Inc. decides to discontinue offering such Subscription.
e) TTA, Inc. may terminate Buyer’s Subscription with immediate effect without notice of default being required if :
i) Buyer fails to comply with any material term of these Terms and which shall be understood to include clauses 6 and 8 or Conditions or any other agreement governing the use of the subscribed services
ii) fails to make payment for such Subscription.
f) Upon termination of Buyer’s Subscription, his License as detailed in clause 7 will terminate simultaneously.
9) THIRD PARTY SOFTWARE MATERIALS
TTA, Inc. Products may make use of third party software codes, data, information functionality, other content and algorithms (“Third Party Materials”). The use of Third Party Materials included in the Products may be subject to other terms and conditions. The official copyright notices and specific license conditions of these Third Party Materials are to be found in or via our website http://www.shoptta.com/terms-of-service. Buyer hereby agrees that the submission of any order implies that he has read and accepted the terms and conditions for any Third Party Materials included in the Products ordered.
10) OTHER RESTRICTIONS
Renting, lending, public presentation, performance or broadcasting or any other kind of distribution of the Products is prohibited. Other than as permitted by applicable legislation, Buyer will not, and will not allow any person, to modify the Products or any part thereof, to analyze it by means of reverse engineering, to decompile or disassemble the Products, or to break or circumvent encryption or to allow or enable third parties to do so.
11) LIMITED WARRANTY
a) TTA, Inc. does not warrant that the Products operate in a manner that is completely error-free nor that any information provided is always accurate. Calculation errors may occur when using measure systems such as those caused by local environmental conditions and/or incomplete or incorrect data.
b) TTA, Inc. offers a limited warranty the terms and conditions of which can be found at www.shoptta.com/terms-and-conditions/. EXCEPT FOR THE LIMITED WARRANTY, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TTA, Inc. AND ITS SUPPLIERS PROVIDE THE PRODUCTS “AS IS AND WITH ALL FAULTS”, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, QUIET ENJOYMENT, SYSTEM INTEGRATION, TITLE, SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF REASONABLE CARE AND SKILL, ALL WITH REGARD TO THE PRODUCTS; AS WELL AS THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE PRODUCTS OR OTHERWISE ARISING OUT OF THE USE OF THE PRODUCTS. ALSO, THERE IS NO WARRANTY OR CONDITION OF QUIET ENJOYMENT, QUIET POSSESSION, OR NON-INFRINGEMENT WITH REGARD TO THE PRODUCTS.
c) This Limited Warranty does not cover damage caused by normal wear and tear or as a result of the Hardware being opened or repaired by someone not authorized by TTA, Inc., and does not cover damage caused by: misuse, moisture, liquids, proximity or exposure to heat and accident, abuse, non-compliance with the instructions supplied with the Hardware, neglect or misapplication. The Limited Warranty does not cover physical damage to the surface of the Hardware.
d) In order to make a claim under the Limited Warranty of a Defect, Buyer must contact TTA, Inc. by email during the Warranty Period or via www.shoptta.com to explain the Defect and to obtain a Return Materials Authorization number if necessary. The Hardware must be returned to TTA, Inc. as soon as possible following his notification of the Defect, along with an explanation of the Defect, to the address provided by TTA, Inc.. Buyer must comply with any other return procedures stipulated by TTA, Inc., if any.
e) This Limited Warranty is the only express warranty made to the Buyer and is provided in place of any other express warranties or similar obligations (if any) created by any advertising, documentation, packaging, or other communications.
f) If applicable law requires any implied warranties with respect to the Hardware, all such warranties are limited in duration to ninety (90) days. Some states and/or jurisdictions do not allow limitations on how long an implied warranty lasts, so the above may not apply to the Buyer.
12) LIMITATION OF LIABILITY
a) NEITHER TTA, Inc. NOR ITS SUPPLIERS SHALL BE LIABLE TO BUYER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING IN EACH CASE, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE OR ACCESS THE PRODUCTS, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCTS, EVEN IF TTA, Inc. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b) NOTWITHSTANDING ANY DAMAGES THAT BUYER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE), THE ENTIRE LIABILITY OF TTA, Inc. AND ANY OF ITS SUPPLIERS ARISING FROM OR RELATED TO THE USE OF THE PRODUCTS SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY BUYER FOR THE PRODUCTS CONCERNED.
c) Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to the Buyer.
13) EXPORT CONTROLS
Buyer will comply with all applicable laws and regulations, including without limitation the U.S. Export Administration Act, regarding the export of technology with respect to the Products.
14) FORCE MAJEURE
Force majeure means circumstances that impede the fulfillment of TTA, Inc.’s obligations under these Terms and Conditions which are not within TTA, Inc.’s reasonable control, including late and/or delayed deliveries and incomplete deliveries by TTA, Inc. caused by circumstances beyond TTA, Inc.’s reasonable control. In a force majeure situation all of TTA, Inc.’s obligations shall be suspended. Should the period in which TTA, Inc. cannot fulfill its obligations as a result of force majeure continue for longer than ninety (90) calendar days, both parties shall be entitled to dissolve the purchase agreement in writing without there being an obligation to pay any compensation whatsoever arising out of or in connection with that dissolution.
16) LINKS TO THIRD PARTY WEBSITES
TTA, Inc. is not responsible for the content of any third-party websites or services, any links contained in third-party websites or services, or any changes or updates to third-party websites or services. Where TTA, Inc. provides links and/or access to third-party websites and/or services it is only as a Buyer’s convenience, and the inclusion of any link or access does not imply an endorsement by TTA, Inc. of the third-party site or service.
17) THIRD PARTY RIGHTS
Third parties have no rights under applicable legislation in relation to the rights of third parties to rely upon or to enforce any term of these Terms and Conditions but that does not affect any right or remedy of a third party which exists or is available apart from such applicable legislation.
Any provisions in these Terms and Conditions which by their nature extend beyond the termination or expiration of any sale or license of the Products will remain in effect.
If any provision of these Terms and Conditions is deemed to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. The Buyer and TTA, Inc. are deemed to have agreed to new terms and conditions in substitution for such invalid provisions. These new terms and conditions shall be interpreted, as regards their contents and effect, as closely as possible to the original text as written but in such a way that rights can indeed be derived from them. Anyway here the Buyer agrees to sign financing statements and other notices to establish the security interest held by Seller in accordance with the Uniform Commercial Code or such other requirements for the perfection of a security interest in all such goods. The Buyer hereby agrees that this order may be filed as a financing statement pursuant to the Uniform Commercial Code.
20) GOVERNING LAW
These Terms and Conditions and any disputes related to these Terms and Conditions or to the purchase and use of the Products or otherwise are subject to the laws of Maryland. All disputes arising out of these Terms and Conditions shall be settled by the state or federal courts in Baltimore, Maryland, which will have exclusive jurisdiction in respect of any such disputes.
This English version of these Terms and Conditions is the version that governs Buyer’s purchase, of Products from TTA, Inc. if Buyer is located in the Unites States of America. Should Buyer have any questions, suggestions or complaints concerning his order, his purchase, these Terms and Conditions, or if Buyer desires to contact TTA, Inc. for any reason, please do so by email by visiting TTA, Inc.’s website at www.shoptta.com
Version (USA) January 2016