Terms and Conditions

Definitions

“FrontPanel License Agreement” means the FrontPanel License Agreement provided to Purchaser by Opal Kelly with shipment of Product. A copy of the FrontPanel License Agreement may be obtained at any time by emailing support@opalkelly.com.

“Opal Kelly” means Opal Kelly Incorporated.

“Product” means any item sold through Opal Kelly. Products can be found on our Products Page

“Purchaser” means any individual or entity that purchases or licenses any Products from Opal Kelly.

FrontPanel

All Products including FrontPanel are subject to the FrontPanel License Agreement, which is hereby incorporated in these Terms and Conditions.

Copyright and Trademark

Opal Kelly, the Opal Kelly Logo, and FrontPanel are trademarks of Opal Kelly Incorporated. Such marks may not be used under any circumstances without the prior written authorization of Opal Kelly.

Linux is a registered trademark of Linus Torvalds. Microsoft and Windows are registered trademarks of Microsoft Corporation. All other trademarks referenced are the property of their respective owners and no trademark rights to the same are claimed.

All content contained on this website, other than content posted by users, is the property of Opal Kelly or is duly licensed to Opal Kelly or used with the permission of the copyright owner.

Orders

All small orders (under USD $4,000) are accepted through our online store, accepting Visa, MasterCard, American Express, PayPal, pre-paid Wire Transfer, and pre-paid Check. We ship using FedEx and routinely ship internationally. Orders over $10,000 (USD) require 40% prepayment.

Most orders are shipped within 1-2 business days. Credit cards are processed nightly for orders placed before 4:00pm USA Mountain Standard Time. These orders are typically shipped the following day.

Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order nor does it constitute confirmation of our offer to sell. After the receipt of your order, Opal Kelly reserves the right to accept or decline your order for any reason (including, but not limited to, typographical errors).

Purchase Orders
Purchase orders are accepted from approved customers only. All purchase orders under $4,000 (USD) must include a processing fee. A processing fee of $50 is associated with Net-15 orders. A processing fee of $100 is associated with Net-30 orders. All purchase orders must include acknowledgment of the terms and conditions on this page. Online pricing reflects a 10% discount from our standard pricing. A signed Borrower Agreement must be on file for purchases on credit to qualify for this same discount.

Invoices
All invoices are due according to terms (due-on-receipt, Net 15) specified by Opal Kelly at the time of order. In the case of credit invoices (Net 15), the invoice is due no later than 15 days after the invoice date. Payments received after the due date are subject to 1.5%/month interest from the invoice date. Opal Kelly does not accept purchase orders with terms.

Shipping / Delivery
We currently use FedEx for all of our order shipments. Costs vary depending on delivery service and location and will be computed during checkout. If you have special shipping needs, please email us directly. All deliveries shall be F.O.B. origin with all shipping and handling charges paid for by Purchaser. Responsibility for loss or damage shall remain with Purchaser.

Inspections
Products furnished under these Terms and Conditions may be inspected by Purchaser. If Purchaser determines any Product to be defective, Purchaser may return the Products as described below.

Returns
All Products purchased within this store are fully refundable within the first thirty days after purchase as long as complete packaging is included and the Product is in its original condition. Contact us at support@opalkelly.com for return information prior to returning any merchandise. We do not refund shipping costs. A 15% restocking fee will apply.

Certificate of Compliance
Opal Kelly does not provide a Certificate of Compliance with any off-the-shelf product. Each product does include a certificate of test that indicates successful adherence to our test protocol.

Warranty
We warrant our products to be free of material defects for 30 days of normal use within specification as provided by Opal Kelly and its suppliers. Because our Products are used in conjunction with customer designs, we have to assess each situation on a case-by-case basis. Within the 30-day use period, however, if the failure is found to be strictly with our product from normal use within specification of the components on-board, we will repair or replace (at our option) the product if returned to us in its original condition. We do not refund shipping costs.

Firmware Updates
With the exception of devices still within the warranty period, all firmware updates are provided as a courtesy and may or may not be provided free of charge. Firmware updates are applied at the user’s own risk and may, in rare cases, cause the device not to boot (“bricked”). Opal Kelly charges $25 plus any shipping fees to reprogram a device that has been bricked.

Sales Tax
Each customer shall be solely responsible for all sales, use, or other taxes on orders shipped.

Disclosure
Opal Kelly retains the option to disclose its vendor relationship with each customer through press releases, in direct/email announcements, and on its website. We may also request that a particular customer participate in marketing and business development activities such as success stores, references, etc. Each customer will have the opportunity to review and provide input to all such marketing and business development activities before release, distribution, or publication.

Exports

All Products sold for export or to foreign nationals are subject to the following Destination Control Statement: “These commodities, technology or software are controlled by the United States in accordance with the Export Administration Regulations. Diversion contrary to U.S. law is prohibited.”

General Legal

Disclaimer of Representations and Warranties
The information and materials on Opal Kelly’s web site may include technical inaccuracies or typographical errors. Changes are periodically made to the information contained herein.

OPAL KELLY, TO THE EXTENT ALLOWED BY APPLICABLE LAW, EXPRESSLY DISCLAIMS ALL IMPLIED AND EXPRESS WARRANTIES WITH REGARD TO ANY INFORMATION, MATERIALS, GRAPHICS ON THE WEB SITE, AND WITH REGARDS TO ANY PRODUCTS OR SERVICES SOLD ON OR THOUGH THIS WEBSITE, DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ALL PRODUCTS ARE SOLD “AS IS”, AND ARE SUBJECT ONLY TO THE RETURN POLICY SET FORTH IN THESE TERMS AND CONDITIONS.

Limitations on Liability
UNDER NO CIRCUMSTANCES SHALL OPAL KELLY (OR ANY OF ITS RESPECTIVE OFFICERS, OWNERS, EMPLOYEES, AGENTS, AFFILIATED ENTITIES, OR SUCCESSOR IN INTERESTS) BE LIABLE UNDER ANY THEORY OF RECOVERY, AT LAW OR IN EQUITY, FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, SPECIAL, DIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO LOSS OF USE OR LOST PROFITS), ARISING OUT OF, OR IN ANY MANNER CONNECTED WITH, THE PRODUCTS OR SERVICES SOLD ON OR THOUGH THIS WEBSITE OR THROUGH OPAL KELLY, OR THE FAILURE TO PROVIDE INFORMATION OR SERVICES FROM THE WEB SITE, IN AN AMOUNT IN EXCESS OF THE AMOUNT OF VALUE OF PAYMENT(S) FOR PRODUCTS AND/OR SERVICES (IF ANY) PROVIDED BY OPAL KELLY.

Severability and Waiver
The invalidity of any term or provision of these Terms and Conditions will not affect the validity of any other provision. Waiver by either party of strict performance of any provision of these Terms and Conditions will not be a waiver of its right to require strict performance of the same provision in the future or of any other provision of these Terms and Conditions.

Entire Agreement
These Terms and Conditions constitute the entire agreement between each user and Opal Kelly as to their subject matter. No modification of these Terms and Conditions will be binding unless in writing and signed by both parties.

Governing Law / Venue
THESE TERMS AND CONDITIONS SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OREGON WITHOUT REGARD TO ITS RULES OF CONFLICT OF LAWS. ANY CLAIM OR ACTION OR SUIT BETWEEN OPAL KELLY ANY PURCHASER THAT ARISES OUT OF OR RELATES TO THE PERFORMANCE OF THESE TERMS AND CONDITIONS SHALL BE BROUGHT AND CONDUCTED SOLELY AND EXCLUSIVELY WITHIN THE CIRCUIT COURT FOR WASHINGTON COUNTY, OREGON. PROVIDED, HOWEVER, THAT IF ANY SUCH CLAIM OR ACTION OR SUIT MAY BE BROUGHT ONLY IN A FEDERAL FORUM, IT SHALL BE BROUGHT AND CONDUCTED SOLELY AND EXCLUSIVELY WITHIN THE UNITED STATES DISTRICT COURT OF OREGON. PURCHASER, BY ACCEPTING THESE TERMS AND CONDITIONS, HEREBY CONSENTS TO THE IN PERSONAL JURISDICTION OF SAID COURTS.

Dispute Resolution; Attorney’s Fees
If any controversy, claim or dispute (“dispute”) arises under or related to these Terms and Conditions, the parties agree to negotiate in good faith to reach a mutually agreeable resolution of such dispute within a reasonable period of time. If good faith negotiations are unsuccessful, then such dispute will be mediated by a mutually acceptable mediator to be chosen by the parties within fifteen business days after written notice by one of the parties demanding mediation. Neither party may unreasonably withhold consent to the selection of the mediator. The parties agree to share the cost of the mediation equally. Such mediation will take place in Portland, Oregon. If the dispute cannot be resolved by the parties through negotiation or mediation within forty-five days of the date of the initial demand for mediation by one of the parties, then either party may seek resolution of the dispute as otherwise provided in these Terms and Conditions and by law. Each party shall pay their own attorneys fees associated with any dispute resolution proceeding. In the event of any litigation or dispute between Opal Kelly and Purchaser arising out of or in connection with these Terms and Conditions, each party shall pay the attorneys’ fees associated with any such proceeding.

Changes to These Terms of Use
Opal Kelly reserves the right to change these Terms and Conditions at any time by posting new Terms and Conditions at this location. Your continued use of this website will constitute assent to any revised changes to these Terms and Conditions.

Conflicting Provisions
BY PAYING OPAL KELLY AND BY AGREEING TO THESE TERMS AND CONDITIONS, PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES THAT ALL PURCHASES FROM OR LICENSES GRANTED BY OPAL KELLY ARE CONDITIONED UPON

(1) PURCHASER’S ACCEPTANCE OF THESE TERMS AND CONDITIONS;

(2) PURCHASER’S AGREEMENT THAT THESE TERMS AND CONDITIONS CONTROL THE TRANSACTION;

(3) PURCHASER’S AGREEMENT THAT THESE TERMS AND CONDITIONS SUPERCEDE ANY AND ALL OTHER TERMS AND CONDITIONS THAT MAY BE ATTACHED, INCLUDING ANY TERMS AND CONDITIONS, PURCHASE ORDER TERMS OR CONTRACTS PUT FORTH BY PURCHASER.

Notices and Representatives
All notices or other communications given hereunder shall be in writing, shall be signed by an authorized representative of the party sending such notice or other communication, and shall be delivered by hand, by overnight courier, OR by electronic mail with all delivery charges prepaid and addressed to the respective parties:

Purchaser: at the address provided to Opal Kelly either in the order or to sales@opalkelly.com

Opal Kelly:

	Opal Kelly Incorporated
	13500 SW 72nd Ave., Suite 100
	Portland, OR 97223
	support@opalkelly.com

Notice shall be considered given and effective (i) upon delivery if personally delivered, or (ii) if sent by registered or certified mail or overnight courier as described above, upon the date the return receipt or courier documentation shows the notice or communication was accepted, refused or returned undeliverable, or (iii) if sent via electronic mail, as of the date stamp of that notice or communication.

Changes to These Terms of Use

Opal Kelly reserves the right to change these Terms and Conditions at any time by posting new Terms and Conditions at this location. Your continued use of this website will constitute assent to any revised changes to these Terms and Conditions.