Consonant Works Web Site Terms of Use and Conditions of Order

Consonant Works Web Site Terms of Use and Conditions of Order

Consonant Works operates the Web site located at www.consonantworks.com (the "Site") to provide online access to information about products available from Consonant Works (the "Products") and to facilitate transactions for the purchases of Products (the "Service").

By accessing and using the Site, you agree to each of the terms and conditions set forth herein ("Terms of Use"). By ordering Products, you agree to the Terms of Use, as well as the Conditions of Order, set forth below. These Terms of Use, together with the Conditions of Order, are referred to as this "Agreement".

Consonant Works reserves the right to modify this Agreement at any time without giving you prior notice. Your use of the Site following any such modification constitutes your agreement to follow and be bound by the Agreement as modified. The last date this Agreement was revised is set forth below.

1. Access to the Site. Registration is not required to access the Site or to place an online order.

2. Intellectual Property. The Service, the Site and all information and/or content that you see, hear or otherwise experience on the Site (the "Content") are protected by U.S. and international copyright, trademark and other laws and belong to Consonant Works or its parent, partners, affiliates, contributors or third parties.

Consonant Works grants you a personal, non-exclusive, non-transferable license to use the Site, the Service and the Content and to download, print and store portions of the content that you select, provided that you: (1) only use these copies of the content for your own internal business purposes or your personal, non-commercial use; (2) do not copy or post the Content on any network computer or transmit, distribute, publish or broadcast the Content in any media; and (3) do not modify or alter the Content in any way, or delete or change any copyright or trademark notice. No right, title or interest in any downloaded Content or materials is transferred to you as a result of this license. Consonant Works reserves complete title and full intellectual property rights in any Content you download from the Site, subject to this limited license for you to make personal use of the Content as set forth herein.

You may not use any of the marks or logos appearing throughout without express written consent from the trademark owner, except as permitted by applicable law.

You may not mirror, scrape or frame the home page or any other pages of this Site on any other Web site or web page. You may not connect "deep links" to the Site, i.e., create links to this site that bypass the home page or other parts of the Site without written permission.

3. Disclaimer of Warranties: CONSONANT WORKS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY PRODUCT, OR WITH RESPECT TO THE SITE, THE SERVICE OR THE CONTENT. CONSONANT WORKS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT WITH REGARD TO PRODUCTS, THE SITE, THE SERVICE AND THE CONTENT. CONSONANT WORKS DOES NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE SITE OR THE SERVICE WILL BE UNINTERUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE SITE OR THE SERVICE WILL BE CORRECTED. CONSONANT WORKS DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT, OR THAT ANY ERRORS IN THE CONTENT WILL BE CORRECTED. THE SITE, THE SERVICE AND THE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

4. Additional Disclaimers. Without limiting the disclaimers set forth in Section 3: a. Third Party Links. Hypertext links to third party Web sites or information do not constitute or imply an endorsement, sponsorship or recommendation by Consonant Works of the third party, the third party Web site or the information contained therein unless expressly stated on the Site. You acknowledge and agree that Consonant Works does not endorse or warrant and is not responsible or liable for any such Web site or the content thereon. You need to make your own decisions regarding your interactions or communications with any other Web site. b. Geographic Limitations on Use. Like most internet Web sites, this site is accessible worldwide. However, not all Consonant Works products are available to all persons or in all geographic locations. Consonant Works reserves the right to limit the provision of its products to any person, geographic area or jurisdiction and to limit the quantities of any product that it provides.

5. Limitation of Liability. IN NO EVENT SHALL CONSONANT WORKS BE LIABLE TO THE BUYER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OR RELATING TO (I) ANY PRODUCT OR SERVICE PROVIDED OR TO BE PROVIDED BY CONSONANT WORKS, OR THE USE OR INABILITY TO USE THE SAME, (II) THE USE OF OR INABILITY TO USE THE SITE, THE SERVICE OR THE CONTENT, (III) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SITE, (IV) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE SITE, THE SERVICE AND/OR THE CONTENT, (V) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (VI) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR THE SERVICE, OR (VII) ANY OTHER MATTER RELATING TO THE PRODUCTS, THE SITE, THE SERVICE OR THE CONTENT; EVEN IF CONSONANT WORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CONSONANT WORKS SOLE OBLIGATION AND LIABILITY FOR PRODUCT DEFECTS SHALL BE, AT CONSONANT WORKS' OPTION, TO REPLACE SUCH DEFECTIVE PRODUCT OR REFUND TO CUSTOMER THE AMOUNT PAID BY CUSTOMER. THEREFORE, IN NO EVENT SHALL CONSONANT WORKS’ LIABILITY EXCEED THE BUYER'S PURCHASE PRICE.

IF YOU ARE DISSATISFIED WITH THE SITE, THE SERVICE, THE CONTENT OR WITH THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. YOU ACKNOWLEDGE, BY YOUR USE OF THE SITE, THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK.

6. Indemnification. You understand and agree that you are personally responsible for your use or inability to use the Products and your behavior on the Site. You agree to indemnify, defend and hold harmless Consonant Works, its parent companies, subsidiaries, affiliated companies, joint ventures, business partners, licensors, employees, agents and any third party information providers to the Service from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of your use, misuse or inability to use the Products, the Site, the Service, or the Content or any violation by you of this Agreement.

7. User Conduct. You agree not to take any action that might compromise the security of the Site, render the Site inaccessible to others or otherwise cause damage to the Site or the Content. You agree not to add to, subtract from or otherwise modify the Content. You agree not to use the Site in any manner that might interfere with the rights of third parties.

8. General Provisions. This agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. No waiver by Consonant Works of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of the agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, it will not impact any other provision of the agreement, all of which will remain in full force and effect. Any and all disputes relating to the Agreement, Consonant Works' Privacy Statement, or your use of the Site, the Service, or the Content (collectively, "Disputes") are governed by, and will be interpreted in accordance with, the laws of the State of Minnesota, without regard to any conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any dispute will be venued in a state or federal court situated in Minneapolis, Minnesota, and you hereby irrevocably submit to the personal jurisdiction of such courts for that purpose.

Conditions of Order

All orders placed via the Site are subject to the terms of this agreement, including the following Conditions of Order. No change, alteration, deletion or modification of any of this Agreement is permitted without written permission by an authorized Consonant Works' representative. Any purported change submitted by a purchaser in any additional documentation is hereby expressly rejected. Orders placed on forms deviating from these terms and conditions may be accepted, but solely on the basis that the terms of this Agreement will prevail.

1. Order Validation & Acceptance. When you place an order, we may verify your method of payment, shipping address and/or tax exempt identification number, if any, before processing your order. Your placement of an order via the Site is an offer to purchase our Products. Consonant Works may, for any reason, decline to accept your order or any part of your order. No order shall be considered to be accepted by Consonant Works until the Product has been shipped. If we decline to accept your order, we will attempt to notify you using the e-mail address or other contact information that you have provided with your order.

2. Quantity Limitations. Consonant Works may limit or cancel quantities available for purchase on any order on any basis, and to alter the availability or duration of any special offers at any time. Consonant Works may reject any order or any part of an order.

3. Electronic Communication. When you place an order via the Site, you are required to provide a valid e-mail address we may use to communicate with you regarding the status of your order, advise you regarding shipment of products and to provide you with any other notices, disclosures or other communications relating to your order. You agree that Consonant Works will not be responsible for any damage you incur or information you do not receive as a result of your failure to provide a valid e-mail address.

4. Pricing Information. Consonant Works makes every effort to provide current and accurate information relating to the Products and prices, but does not guarantee the currency or accuracy of any such information. Information relating to Products is subject to change without notice. Prices are subject to change at any time prior to Consonant Works acceptance of your order. In the event we discover a material error in the description or availability of a Product that affects your outstanding order with Consonant Works, or an error in pricing, we will notify you of the correct version, and you may choose to accept the correct version or cancel your order. If you choose to cancel the order and you credit card has already been charged for a purchase, Consonant Works will issue a credit to your credit card in the amount of the charge. All prices are in U.S. dollars.

5. Payment. Consonant Works accepts the following credit cards for payment: MasterCard, VISA, American Express and Discover. All payments are processed for Consonant Works by Digi-Key Corporation and billed to your credit card as Digi-Key Corporation.

6. Shipping Charges. Shipping charges will be paid by the customer. All sales are made FOB point in Thief River Falls, MN, USA. Shipping charges from Digi-Key Corporation's warehouse in Thief River Falls, MN are prepaid and added to the invoice. All orders are processed for Consonant Works by Digi-Key Corporation. Shipping Cost Estimator

7. Sales Tax. Sales tax is charged on shipments in most U.S. states that have a sales tax unless you have tax exempt status or Consonant Works has your resale certificate. If you have tax-exempt status, you must provide a valid tax exemption number evidencing your status at time of purchase. Consonant Works will not refund tax amounts collected in the event a valid number is not provided. If you provide a number that is not accepted for any reason by any government or regulatory authority and Consonant Works or Digi-Key is required to pay tax on your purchase, you will reimburse Consonant Works or Digi-Key for the amount of such tax and reasonable expenses incurred in connection with the payment and collection of such tax. Fax your resale certificate to 218-681-3380, Attention: Consonant Works

8. Distributor or Reseller Sales. Call Consonant Works to inquire about quantity price discounts at 1-800-858-3749 or 218-681-7855 or send an e-mail to orders@consonantworks.com.

9. Out of Stock. On orders paid by credit card, items not available for immediate shipment will be shipped as they become available. Items not available at the end of 30 days will be cancelled and credited in the case of prepayment. The number of days may be extended beyond 30 days at the customer's request.

10. International Orders. In addition to the United States and its territories, Consonant Works accepts international orders. All orders of international origin are exported from the U.S. in accordance with the Export Administration Regulations. Diversion contrary to U.S. law is prohibited. All duties and taxes will be the responsibility of the customer.

11. Freight Damage. If you receive merchandise that has been damaged in transit, it is important to keep the shipping carton, packing material and part intact. Please contact a Consonant Works representative immediately at 1-800-858-3749 or 218-681-7855 or send an e-mail to orders@consonantworks.com.

12. Returns Policy. Consonant Works accepts merchandise returns subject to the terms outlined below and will replace the product or refund your money at your option.

To facilitate processing of returned merchandise:

*Please contact a Consonant Works representative to obtain an RMA (Returned Merchandise Authorization) number prior to returning product.

*All returns should be made within 30 days of date of invoice and be accompanied by the original invoice number and a brief explanation of the reason for the return.

*Defective merchandise may be returned within 90 days of the original invoice date.

DATE OF LAST MODIFICATION November 20, 2007