Last Updated: 2020/05/22
These terms and conditions of sale which appear on all invoices are the terms and conditions upon which XLsoft make all sales. XLsoft will not accept any other terms and conditions of sale, unless Buyer and XLsoft have executed a written agreement which specifically modifies, supersedes and/or replaces these terms and conditions. Acceptance of all purchase orders is expressly made conditional upon Buyer's assent, expressed or implied, to the terms and conditions set forth herein without modification or addition.
Acceptance of Orders
All orders will be fulfilled under XLsoft Terms and Conditions and the Publisher's software product End User License Agreement (EULA) which will take precedence over any other terms (unless exceptionally agreed otherwise in writing prior to order acceptance).
License or Subscription Fees
Individual Software license or subscription fees quoted by XLsoft, unless otherwise stated, do not include installation charges, or any value added, sales, use or other taxes levied or based on license fees or on the licensing or use of Software, if applicable. XLsoft will include any applicable taxes (excluding taxes based on XLsoft's net income) or other agreed charges in its invoice to you as a separate item, and you agree to pay them or, if applicable in the case of educational, charitable or other approved use classes or under local law in the country of use, to supply appropriate tax exemption certificates in a form satisfactory to XLsoft.
You agree that XLsoft may require you to submit a written purchase order for each Software limited license, including an invoice-to address. If XLsoft has approved your use of an indirect payment method for your order, you agree that you will provide XLsoft with all reasonably requested information including, as applicable, payment card, credit card, personal identification or other similar information. You certify that all information you provide will be accurate, complete and current, and that you will pay all charges incurred by XLsoft in connection with XLsoft's use of your account, credit card or other payment mechanism. For purchases on account you agree to make payment in full within thirty (30) days of the invoice date.
If a sale is to occur, or the Product is to be shipped, outside of the United States, Buyer acknowledges and agrees that the amount due XLsoft is contracted in U.S. Dollars and that payment in U.S. Dollars is of the essence.
Any return of the Products purchased hereunder, whether for stock balancing purposes or because such Products are claimed to be defective, shall be governed by XLsoft's Product Return policies, parallel to the manufacturers polices, in effect on the date of the invoice, or as otherwise provided by XLsoft to Buyer in writing. XLsoft's Product Return policies should be requested before or at the time of ordering the product. XLsoft reserves the right to modify or eliminate such policies at any time. Although XLsoft's policies may permit Buyer to return Products claimed to be defective under certain circumstances, XLsoft makes no representations or warranties of any kind with respect to the Products. XLsoft HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. XLsoft WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST OR EXPENSE FOR BREACH OF WARRANTY.
Limitation of Liability
XLsoft shall not be liable under any circumstances for any special, consequential, incidental, punitive or exemplary damages arising out of or in any way connected with the agreement to sell product to buyer or the product, including, but not limited to, damages for lost profits, loss of use, lost data or for any damages or sums paid by buyer to third parties, even if XLsoft has been advised of the possibility of such damages. The foregoing limitation of liability shall apply whether any claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise.
These terms and conditions shall constitute the final, complete and exclusive agreement of the parties with respect to all sales by XLsoft to Buyer and shall supersede all prior offers, negotiations, understandings and agreements. Unless Buyer and XLsoft have executed a written agreement which specifically modifies, supersedes and/or replaces these terms and conditions, it is expressly agreed that no prior or contemporaneous agreement or understanding, whether written or oral, shall contradict, modify, supplement or explain these terms and conditions. No additional or different terms or conditions, whether material or immaterial, shall become a part of any sales agreement unless expressly accepted in writing by an authorized officer of XLsoft in the United States. Any waiver by XLsoft of one or more of these terms and conditions or any defaults hereunder shall not constitute a waiver of the remaining terms and conditions or of any future defaults. No failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of its rights. Any provision of these terms and conditions that is prohibited or unenforceable under the laws of the State of California shall be ineffective to the extent of such prohibition or unenforceability, without impairing or invalidating the remaining provisions of these terms and conditions. All sales agreements shall be deemed made in, and shall be governed by, the laws of the State of California. The venue for any disputes arising out of any sales agreement shall be, at XLsoft's sole and exclusive option, Orange County, California or the courts with proper jurisdiction at Buyer's location.
Changes to this Statement
XLsoft.com will occasionally update this Term of Conditions. When we do, we will also revise the "last updated" date at the top of the Term of Conditions.