These terms and conditions of sale (“Sales Terms”) constitute a binding contract between Buyer and Neuvys Technologies, LLC or its affiliates and subsidiaries (Neuvys). By placing and order with Neuvys or otherwise accepting delivery of any Products from Neuvys, Buyer agrees to be bound by and accepts these Sales Terms, as in effect at the time of order placement.
These Sales Terms constitute the entire agreement between Buyer and Neuvys relating to the Sales Terms of products and services. Buyer consents to receiving electronic records, which may be provided via a Web browser or e-mail application connected to the Internet; individual consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting Neuvys at the address provided below.
Buyer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. Buyer agrees that the Sales Terms contained herein and in Neuvys’ invoice or other documentation will control. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Sales Terms or any purchase order or invoice related thereto.Orders. Orders are not binding upon Neuvys until accepted by Neuvys.
Price. Quoted prices are valid only for the period of time specified in the quote, if any, and to the extent prices have been quoted in other than US Dollars, are subject to change for currency fluctuations. Unless expressly noted on a quote or invoice, prices do not include, and Buyer is responsible for, any and all taxes, handling, shipping, transportation, duties or other charges or fees relating to the sale and delivery of Products. Exemption certificates, valid in the place of delivery, must be presented to Seller prior to shipment if they are to be honored. Seller’s acceptance of Buyer’s order occurs at time of shipment, except for non-standard products.
Payment. Payment terms are specified when Buyer’s account is established and are subject to change from time to time. Neuvys has the right to modify, increase, decrease or terminate Buyer’s credit privileges and terms at any time without prior notice to Buyer. Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice. Neuvys may invoice parts of an order separately. Buyer agrees to pay interest on all past-due sums at the lower of one and one-half percent (1 1/2%) per month or at the highest rate allowed by law. Buyer may not deduct any amounts owing from any invoice. Any sales, use or other applicable tax is based on the location to which the order is shipped. In the event of a payment default, Buyer will be responsible for all of Neuvys’ costs of collection, including court costs, filing fees and attorney’s fees.
Shipment. Shipment and transportation charges will be in accordance with Seller’s shipping policy at the time of shipment. Title and risk of loss transfer to Buyer upon delivery of Products to the carrier. If Buyer directs Seller to bill transportation to a third-party account number or to ship “freight collect,” Buyer is responsible for all transportation and accessorial charges associated with the order and is responsible for product loss and damage in transit claims with the Buyer’s carrier. Seller is not liable for any Buyer requirements not stated in these Sales Terms. Within three days of delivery Buyer must provide detailed notification to Seller of any visible damage. Buyer will notify Seller of any claimed shortages or discrepancies within 30 days of invoice or waives its right to such claim.
Export Sales. Buyer agrees that it will not export, re-export, directly or indirectly, any United States origin commodities, technology/technical data or software acquired from Neuvys, or any direct product of that technical data: (i) in violation of the export laws and regulations of the United States, including but not limited to, the Bureau of Industry and Security Export Administration Regulations and the regulations of the Treasury Department’s Office of Foreign Assets Control or any other relevant national government authority; (ii) to any country for which an export license or other governmental approval is required at the time of export, without first obtaining all necessary export licenses or other approvals; (iii) to any country or national or resident of a country to which trade is embargoed by the United States; (iv) to any person or firm on any government agencies Restricted Party List, including, but not limited to the U.S. Department of Commerce’s Table of Denial Orders or Entities list, or U.S Treasury Department’s list of Specially Designated Nationals; or (v) for use in any sensitive nuclear, chemical or biological weapons, or missile technology end-uses unless authorized by the U.S. Government by regulation or specific license.In addition, manufacturers’ warranties for exported products may vary or may be null and void for products exported outside the United States. Neuvys makes no representations regarding warranty coverage, compatibility or serviceability for Products that are used outside the United States.
(a) Products. Neuvys is a reseller of information technology products, which includes hardware, software and firmware (“Products”). Buyer understands that Neuvys is not the manufacturer of the Products purchased by Buyer hereunder, and the only warranties offered are those of the manufacturer, not Neuvys. In purchasing the Products, Buyer is relying on the manufacturer’s specifications and services descriptions only and is not relying on any statements, specifications in brochures, photographs or other illustrations representing the Products that may be provided by Neuvys.
(b) Services. With respect to any services provided by Neuvys (“Neuvys Services”), Neuvys represents and warrants that the Neuvys Services will be performed in a professional and workmanlike manner, in accordance with industry standards. Buyer acknowledges and agrees that, in some instances, Neuvys may act as a reseller of certain original equipment manufacturer (“OEM”) services, such as maintenance, support and advanced services (“OEM Services”). Neuvys is not the provider of the OEM Services, and OEM Services are purchased pursuant to the terms and conditions offered by the provider of such services. Upon Buyer’s request, Neuvys will obtain a copy of such terms from the provider. The OEM Services providers are not agents of Neuvys. The third-party service provider is the only party responsible for providing OEM Services to Buyer. Buyer will look solely to the third-party service provider for any loss, claims or damages arising from or relating to the purchase or provision of the OEM Services. Buyer hereby releases Neuvys and affiliates from any and all claims arising from or relating to the purchase or provision of any OEM Services. Services may be subject to tax.
(c) Disclaimer. Neuvys EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY WITH RESPECT TO ANY PRODUCT OR SERVICE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WHATSOEVER. ALL INFORMATION IS PROVIDED TO BUYER “AS IS.”
Indemnification. Neuvys is not responsible for and has no duty to defend, indemnify, or hold harmless Buyer, its affiliates or any other party, from or against any claims for breach of security, loss of data, or infringement of intellectual property rights related to the manufacture, sale or use of the Products or Services by Neuvys or its vendors. Buyer will indemnify, defend and hold harmless Neuvys and its vendors from and against any claim, demand, liability, cost or expense arising from: (a) Buyer’s use, marketing, distribution or sale of products in a manner other than as specified in product/service descriptions or specifications; (b) Neuvys’ or its vendor’s compliance with designs, specifications, or instructions provided by Buyer; or (c) Buyer’s breach of these sales terms.
Software & Licensing. Software Product resold under these Sales Terms, as well as related maintenance or support services, will be governed by either the license agreement between Buyer and the original equipment manufacturer (OEM) or, if no such agreement exists, the OEM’s standard license and support agreements, which Neuvys will forward to Buyer at the time of delivery of the Product, when provided to Neuvys by the OEM. Neuvys acknowledges that all such separate terms and conditions, rights and responsibilities by and between OEM and Buyer will pass to any order placed by Buyer hereunder, provided that Buyer acknowledges that Neuvys is not a party to any such terms between Buyer and OEM and Buyer agrees to look solely to the OEM for satisfaction of any and all license support claims or obligations related to that OEM’s Product, but may request assistance from Neuvys with their claim, which assistance Neuvys shall use commercially reasonable efforts to provide.
Limitation of Liability. Neither Neuvys nor its affiliates will be liable for lost profits, loss of business or other consequential, special, indirect or punitive damages, even if advised of the possibility of such damages, or for any claim by any third party. Neither Neuvys nor its affiliates will be liable for products not being available for use or for lost or corrupted data or software or the provision of OEM services. In no event will Neuvys’ liability with respect to the purchase and sale of products, Neuvys services, OEM services, or otherwise under these sales terms exceed the dollar amount paid by customer for the product(s), Neuvys service(s) or OEM service(s) giving rise to the claim.
Force Majeure. Neuvys will not be responsible for any delays in delivery which result from any circumstances beyond its control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, general insurrection, acts of God or acts of any government or agency.
To request a Return Merchandise Authorization (RMA) number for a return and/or exchange, contact your Neuvys Sales Representative. This will expedite and help ensure the proper action or credit upon processing.
In order to expedite a return, please have the following information on hand when requesting an RMA number: Buyer number, invoice number, serial number, reason for return, action to take (replacement/repair/return/credit) and whether the box has been opened or is manufacturer sealed. Click here to request an RMA online.
Neuvys will not accept any return without a valid RMA number and will be refused at the sender’s expense.
Requests for RMA numbers must be made within 30 days of the invoice date.
Please return all products 100% complete including all original manufacturer boxes with the UPC code and packing materials, all manuals, blank warranty cards, accessories and any other documentation included with the original shipment. RMA approval is contingent upon, among other things, the products being 100% complete. All opened products are subject to denial.
All opened yet authorized returns, are subject to a 15% restocking fee.
Buyer is responsible for shipping charges to Neuvys’ distribution center for all products being shipped for return, exchange or replacement. Products exchanged or replaced will be shipped by Neuvys to Buyer, at Neuvys’ expense, using the same shipping method as was used by Buyer to ship the original products back to Neuvys.
Buyer is responsible for all risk of loss and damage to products being shipped for return, exchange or replacement. Please fully insure return shipment in case of loss or damage. Please use a carrier that is able to provide you with proof of delivery such as UPS, Federal Express or Airborne Express. This is for your protection as well as to ensure quick action on your return.
Return privileges vary by manufacturer. Please contact Neuvys Sales Representative for details.
Failure to return a product within the applicable return period will be deemed to be an acceptance of the product.
Damaged Product. If Buyer receives damaged products, please refuse the products upon original delivery attempt. If damaged products are accepted from the carrier, such damage should be noted on the carrier delivery record. Please save the product and the original box and packaging and notify Neuvys immediately to arrange for a carrier inspection and a pick-up of damaged products.
Please notify Neuvys’ Support Department at +1 (510) 926-6526, ext. 3 (Monday through Friday 8:30AM – 5:30PM Pacific Time) WITHIN THE FIRST 10 DAYS of receipt and identify the damaged products. Timely receipt of this information is necessary for Neuvys to file a damage claim.
Restrictions. Buyer may not alter or modify the Products in any way or combine the Products with any other product or material not authorized by Seller and the applicable Product Vendor. All Products delivered to Buyer may have additional restrictions on their distribution or use. Buyer is solely responsible for ensuring its adherence to any and all such restrictions.
Relationship. Buyer and Seller are independent contractors. Nothing stated in these Sales Terms will be construed as creating the relationship of employer/employee, franchisor/franchisee, partners or principal/agent between the parties. Neither party will make any warranty, guarantee or representation, whether written or oral, on the other party’s behalf.
Governing Law. These Sales Terms (and any agreement into which they are incorporated) will be governed by and construed in accordance with the laws of the State of California, United States of America. The United Nations Convention of the International Sale of Products will not apply. Any suit hereunder will be brought solely in the federal or state courts in the Northern District of California, and Buyer hereby submits to the personal jurisdiction thereof.
Notices. All notices, requests, demands, and other communications must be in writing and may be given by (i) personal delivery, (ii) registered or certified mail, return receipt requested, or via nationally recognized courier services to the party at the address of the party, at its official corporate address, or (iii) email to [seller] subsequently to be confirmed in writing (including by email). Notices to Seller will be sent to: Seller, [address] Attn: Legal Department.
Publicity. Except for any announcement intended solely for internal distribution by either party or any disclosure required by legal, accounting, or regulatory requirements, all media releases, public announcements, or public disclosures by either party or its employees or agents relating to these Sales Terms, the relationship between Seller and Buyer, or including the marks of the other party or any affiliate of that party, must be approved in writing by the other party prior to release.
Assignment. Buyer may not assign or delegate its rights or duties under these Sales Terms, by operation of law or otherwise, in whole or in part, without the prior written consent of Seller. Any change of control of Buyer will be deemed an assignment. Any attempted assignment without that consent will be null and void without any force or effect.
Validity. If any provision of these Sales Terms is held to be unenforceable, the enforceability of the remaining provisions will not in any way be affected. Failure or delay of either party to exercise a right under these Sales Terms will not operate as a waiver, nor will any single or partial exercise of a right preclude any other future exercise of that right. The parties agree to use electronic signatures and that their respective electronic signatures will be legally enforceable.
Survival. No termination of these Sales Terms will affect any rights or obligations of either party: (i) which are vested pursuant to these Sales Terms as of the effective date of such termination; or (ii) which, by their sense and context are intended to survive completion of performance or termination of these Sales Terms, including, without limitation, Confidentiality, Warranties / Indemnities, and Limitation of Liability, all of which will survive.
Entire Agreement; Amendment. These Sales Terms are intended to be the sole and complete statement of the obligations and rights of the parties as to all matters covered hereunder, and supersede all previous understandings, agreements, negotiations and proposals relating thereto. These Sales Terms may only be amended by written agreement of Buyer and Seller.
Purchase Order Terms and Conditions
Terms and Conditions. The party furnishing the products or supplies under this order (the “Seller”) and Neuvys Technologies, LLC (“Buyer”) hereby agree to these terms and conditions, which will be incorporated by reference into any purchase order (“PO”) or contract for acquisition of product and/or service (collectively the “Product”) by Neuvys. Seller hereby appoints Buyer as a non-exclusive reseller of its products and/or services, and grants to Buyer and its affiliates the right to resell the products and services to end-user(s).
Acknowledgement of Delivery. Seller shall promptly process POs and forward complete information with respect to delivery and/or installation of Product to Buyer. If such is not received by Buyer within 30 days from the date of the PO, Buyer shall have the right to cancel the PO. No liability hereunder shall result to either party from delay in performance, non-performance, or non-acceptance of delivery caused by circumstances beyond the control of the party affected including, without limitation, acts of God, fire, flood, war, government regulations, directions or requests, accidents or labor strikes or interruption.
Price, Payment, and Taxes. The total price of Product, including, without limitation, such items as transportation charges, taxes to be paid by Buyer and all other costs applicable in such transaction shall be as set forth in the PO. The prices granted by Seller to Buyer are comparable to or better than the prices offered by Seller to similar Buyers. If Seller shall enter into an arrangement with any other buyers that provides lower discounts or prices, Seller shall immediately offer the same to Buyer and agrees to enter into any requisite contract, amendment or other document to effectuate the same. Seller acknowledges that it shall bear all risk of loss with respect to such Product until such acceptance. Payment shall be made upon invoicing Buyer 45 days after Buyer’s receipt of such notice of acceptance. Buyer may also elect to remit the invoice by credit card. Seller agrees to report and pay to the appropriate taxing authority any and all taxes (including penalty and interest. if any) assessed against the manufacture and/or sale of Product
Shipment, Delivery, and Inspection. Time is of the essence. Seller shall immediately notify Buyer in the event that Seller’s timely performance under the PO is or is likely to be delayed. Such notice shall not constitute a waiver by Buyer of any of Seller’s obligations hereunder. All Product delivered to Buyer shall be F. O. B. Buyer’s ship-to address set forth in the PO without charge to Buyer for crating or storage; otherwise, Seller will drop ship Product to the address specified on Buyer’s PO. End user license agreements, if applicable, shall be shipped by Seller with the Product and Buyer will not alter or remove such end user license agreement. All customs, duties, costs, taxes, insurance premiums, and other expenses relating to such transportation and delivery shall be paid solely by Seller. Buyer may reject any portion or all of any shipment of non-conforming products within 60 days of receipt and may return such rejected products to Seller for, at Buyer’s sole option, replacement, refund, or credit. Payment to Seller for Product prior to timely rejection shall not be deemed as acceptance by Buyer and shall be subject to adjustment for errors, shortages, defects, or other failure of Seller. Buyer may cancel PO at any time prior to shipment. No Product(s) received by the end user shall be deemed accepted until the end user has had a reasonable opportunity to inspect the Product, which shall be no less than 30 days. Buyer may revoke acceptance if (1) acceptance was reasonably induced by the difficulty of discovering the non-conformity or by Seller’s assurances of conformity or cure and (2) acceptance is timely revoked.
Returns. When a nonconforming Product is discovered by Buyer’s end-user, Buyer shall have 30 days from notice by end-user to, at Buyer’s discretion, obtain a replacement, refund or credit. If the Seller fails, neglects or refuses to do provide a replacement where so elected, the Buyer or end user shall then have the right to procure a corresponding quantity of such Product(s), and deduct from any monies due or that may thereafter become due to the Seller, the difference between the price stated in the PO and the actual cost thereof to the end user.
Warranty. Seller warrants and guarantees that the Product sold to Buyer hereunder shall be fit for the purpose and use intended, and shall operate and function satisfactorily and reliably. Seller further warrants that title to the Product is fee and clear of all liens and encumbrances, and, unless noted in the PO, the Product is newly manufactured tangible personal property eligible for depreciation deductions available under the Internal Revenue Code of 1986, as amended. Seller further warrants and agrees that Product shall in all respects comply with any warranties and representations as to kind, quality, and description made by Seller. Seller agrees to provide and maintain adequate service on Product sold hereunder in accordance with Seller’s published terms or any representations made by Seller. If any Product is found to be defective in material or workmanship, or otherwise not in conformity with Seller’s published specifications, warranties and/or representations, Seller agrees on receipt of such notice from Buyer to promptly cure such defect or non-conformity. Should Seller fail promptly to cure such defect or non-conformity, Buyer shall have the right in addition to any other rights which it may have hereunder or by law, to reject or to revoke acceptance and return such Product at Seller’s expense. Seller shall bear all risks after notice of rejection or revocation. In the event that Buyer is named or joined in a lawsuit by any third party alleging any claims relating to the Product, Seller agrees to defend, protect and save Buyer harmless, on an after tax basis, from all damages, claims and demands resulting therefrom, and covenants that Seller shall, upon request, defend or assist in the defense, at Seller’s expense, of any such lawsuit. Seller waives any security interest it may have in the Product, agrees that Buyer has not granted and shall not grant any security interest in the Product to Seller.
Indemnity. Seller guarantees that the Product sold hereunder, and the sale to Buyer shall not infringe any U.S. or foreign patents or copyrights, and Seller agrees to defend, protect and save harmless Buyer against all suits and from all damages, claims and demands resulting from such alleged infringements, and covenants that Seller shall, upon request, defend or assist in the defense, at Sellers expense, of any such suit. Seller agrees to indemnify Buyer against all loss on account of claims of injury to persons (including death) or damage to property which may result in any way from malfunction of Product or otherwise from any act or omission of Seller, its agents or employees. Seller represents and warrants that there are not claims or liabilities for royalties, license of any other encumbrances on the products supplied hereunder, and Seller shall indemnify, defend and hold Buyer and its affiliates, officers, directors, agents, employees, successors and customers harmless against any such claims and liabilities. Seller shall indemnify, hold harmless, and defend Buyer against any alleged or actual defect in any products; all loss liability and damages arising from acts or omissions of Seller’s agents, employees or subcontractors; and all claims of infringement of any patent, trademark, copyright or misappropriation of any trade secret or infringement of any other intellectual property right. Seller shall maintain such public liability, property damage and employer’s liability and compensation insurance as will protect Seller and Buyer from said risks and from any claims under any applicable Worker’s Compensation or Occupational Disease Acts.
BUYER LIABILITY TO SELLER IS LIMITED TO DIRECT DAMAGES, WHICH WILL NOT EXCEED THE AMOUNT PAID BY BUYER TO SELLER FOR THE PRODUCT. IN NO EVENT SHALL BUYER BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS AND CONDITIONS OR ANY PO, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOST DATA OR FOR ANY DAMAGES OR SUMS PAID BY SELLER TO THIRD PARTIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT; AND SHALL APPLY WHETHER BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE.
Confidentiality. “Confidential Information” means these terms and conditions and any related documents delivered hereunder, together with all data, reports, compilations, pricing and evaluation of all or any portion of the transactions contemplated hereunder, except for information that (1) becomes publicly available other than through a breach of these terms and conditions; (2) is lawfully received by the receiving party from a third party without breach of these terms and conditions, provided that the receiving party is not obligated under separate agreement to hold such information in confidence; or (3) is independently developed by or for the receiving party without access to Confidential Information. The parties agree, for a period of three (3) years after the expiration or termination of these terms and conditions, to protect each other’s Confidential Information from unauthorized disclosure to any third party. Confidential Information must be in writing or other tangible form, marked with an appropriate legend. If not in written or tangible form, it must be identified as confidential at the time of disclosure and summarized and delivered to the other party within a reasonable time following disclosure.
Compliance with laws. Seller agrees to comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority, and not to export or re-export the Product in violation of any such restrictions, laws or regulations, or without all necessary approvals. In addition to the other legal and regulatory compliance requirements, and not in limitation thereof, Seller represents and warrants that it is knowledgeable about and agree to comply with the economic and trade sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, including all implementing Executive Orders and regulations, and will maintain compliance with such laws, Executive Orders and regulations. Seller agrees and warrants that all Product sold hereunder shall be produced and sold in full compliance with all applicable Federal, State, and local laws and regulations including, without in any way limiting the generality of the foregoing, the requirements of the Federal Fair Labor Standards Act of 1938, as amended.
Termination. If Seller ceases to conduct its operations in the normal course of business (including inability to meet its obligations as they mature) or if any proceeding under the bankruptcy or insolvency laws is brought by or against Seller, or a receiver for Seller is appointed or applied for, or an assignment for the benefit of creditors is made by Seller, Buyer may terminate any PO by written notice to Seller, without liability except for Product previously delivered and/or installed (as applicable) and accepted by Buyer.
Equal Employment Opportunity. During the term of this PO, Seller will not discriminate against any employee or applicant for employment because of race, color, appearance, religion, sex or national origin. Seller will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex or national origin.
Records. Seller shall, at no cost to Buyer, maintain records sufficient to substantiate the accuracy of invoices, deliverables and Services performed hereunder (collectively “Records”). Upon prior written notice, Seller will provide to Buyer, its agent, or authorized representative access to such Records, so that it may verify compliance of Seller in performance under this Agreement, or to enable Buyer to meet applicable prime contract, legal or regulatory requirements. Seller shall, at no cost to Buyer, maintain and make available to Buyer all Records for a period of at least three (3) years after the date of final payment by Buyer to Seller or longer if required by law. Buyer shall have the right to audit any and all records of Seller relating to this Agreement and any PO hereunder. Seller agrees that such records will be available for audit by Buyer or its agents during normal business hours upon reasonable notice. If discrepancies from these terms and conditions are found, Seller shall reimburse Buyer for (i) discrepancies and (ii) audit costs if discrepancies are greater than five (5) percent of the PO amount. Reimbursements will be made within thirty (30) days after completion of the audit.
Complete Agreement. These terms and conditions incorporate all representations, promises and statements made in connection with this purchase of Product and the negotiation thereof and no such representation, promise or statement not contained herein shall be binding on the parties. These terms and conditions may not be varied or altered nor the provisions waived, except by agreement in writing executed by duly authorized agents of both parties. Any conditions of sale appearing on Seller’s order acknowledgement or invoice which may conflict with the conditions of these terms and conditions shall be deemed omitted, modified or altered to conform hereto, unless such conditions, modifications or alternations are agreed to in writing by both parties as aforesaid. Conditions of this PO and/or terms and conditions shall also be binding upon and inure to the benefit of Seller’s and Buyer’s respective executors, successors, legal representatives and assigns.
Governing Law. These terms and conditions (and any agreement into which they are incorporated) will be governed by and construed in accordance with the laws of the State of California, United States of America. The United Nations Convention of the International Sale of Products will not apply. Any suit hereunder will be brought solely in the federal or state courts in the Northern District of California, and Buyer hereby submits to the personal jurisdiction thereof.