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Sharp and User agree as follows:
I. ELECTRONIC TRANSACTIONS
1.1 User hereby agrees to place and Sharp agrees to accept inquiries for a variety of technical and administrative purposes and purchase orders for the parts, supplies and accessories stocked by the Sharp National Parts Center for the Sharp brand products for which User is authorized by Sharp to provide maintenance and or repair services using Sharp's computer software (the "Software"). (Such inquiries and purchase orders are hereinafter referred to as "Transactions.") User agrees not to order parts for products which it is not authorized to provide maintenance or repair services.
1.2 User agrees to obtain the Software from Sharp and install it on appropriate computer hardware. User agrees to bear all expenses of purchasing the hardware and use of the Software. User agrees to pay to Sharp User Fees in accordance with Sharp's User Fee rates as published from time to time.
1.3 User agrees to be bound by the Software Sub-License Agreement attached hereto as Exhibit A.
1.4 Each party agrees that all Information received by it as part of any Transaction will be kept Confidential, and the receiving party shall limit disclosure of such Information only to its employees having the need to know and shall take all reasonable steps to prevent any inadvertent or wrongful disclosure by such employees.
The parties hereto agree that information shall not be deemed Confidential and the receiving party shall have no obligation with respect to any such information which:
(i) is already known without restriction to the receiving party; or
(ii) is or becomes publicly known through no wrongful act of the receiving party; or
(iii) is received from a third party without restriction and without breach of this Agreement; or
(iv) is independently developed by the receiving party.
1.5 Each party shall properly use the security procedures provided by Sharp to ensure that all Transactions are authorized and to protect the business records and data of both parties from improper access.
II. TRANSACTION TERMS
2.1 User may, at its discretion, initiate Transactions with Sharp by electronically transmitting an inquiry or Purchase Order to Sharp in accordance with the procedures under the Parts Channel on-line software guide.
2.2 The terms and conditions of sale set forth in Exhibit B, will apply to all parts Purchase Orders electronically transmitted by User to Sharp.
2.3 Pricing terms (including without limitation discounts, rebates, reductions or allowances) on all orders are governed solely by applicable Sharp prices and pricing programs contained in the Sharp Price listing which is published from time to time.
2.4 User agrees to provide to Sharp a State Sales Tax Resale Certificate in its name for each state to which User will request shipment of goods, at least thirty (30) days prior to requesting any shipment into that state.
2.5 Purchase Orders, when indicated as accepted by Sharp in displays generated by the Software, will be non-cancelable by either party unless agreed to by both parties in writing.
2.6 User agrees to pay all invoices relating to Transactions according to the terms of the invoices.
2.7 Validity; Enforceability
(a) This Agreement has been executed by the parties to evidence their mutual intent to create binding purchase and sale obligations pursuant to the electronic transmission and receipt of certain of the applicable terms.
(b) Any purchase order transmitted pursuant to this Agreement shall be considered, in connection with any Transaction, to be a "writing" or "in writing"; and shall be deemed for all purposes to have been "signed" and to constitute an "original" when printed from electronic files or records established and maintained in the normal course of business ("Print Outs"). The parties agree not to contest the validity or enforceability of purchase order Transactions under the provisions of any applicable law relating to whether certain agreements be in writing and signed by the party to be bound thereby. Print Outs, if introduced as evidence on paper in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the admissibility of copies of Print Outs under either the business records exception to the hearsay rule or the best evidence rule on the basis that the Print Outs were not originated or maintained in documentary form.
III. TERMINATION
3.1 Sharp may terminate this Agreement by giving User 30 days written notice in the event User shall have failed to fulfill or perform any one or more of the duties, obligations or responsibilities undertaken by it pursuant to Articles I and II hereof.
3.2 Sharp may terminate this Agreement by giving User written notice, effective immediately, in any one of the following events:
(i) if User shall continue in default of any duty, obligation or responsibility imposed on it by this Agreement, other than as provided for in paragraph 3.1 of this Agreement, for 30 days after written notice to User of such default;
(ii) any assignment or attempted assignment by User of any interest in this Agreement without Sharp's prior written consent;
(iii) any sale, transfer or relinquishment, voluntary or involuntary by operation of law or otherwise, of any substantial interest in the direct or indirect ownership of User;
(iv) if User becomes insolvent, files or has filed against it a case in bankruptcy, makes a general assignment for the benefit of its creditors or has a receiver or trustee appointed for its business or properties.
3.3 This Agreement shall terminate immediately with respect to any Parts for products as to which User is an authorized Sharp Dealer, upon termination of all dealer or Service Agreements relating to those products or any other relationship whereby Sharp sold those products to User.
3.4 In the event of termination of this Agreement: User shall promptly return to Sharp all documents, materials and tangible property supplied by Sharp and shall maintain confidential any confidential information received from Sharp which is incapable of return.
3.5 Any termination of this Agreement shall be without prejudice to any right which shall have accrued to either party hereunder prior to such termination.
IV. MISCELLANEOUS
4.1 Conformity With Local Law
The rights and obligations of the parties hereto under this Agreement shall be subject to all applicable laws, orders, regulations, directions, restrictions, and limitations of the governments having jurisdiction over the parties hereto. In the event, however, that any such laws, orders, regulations, directions, restrictions or limitations or interpretation thereof, shall in the judgment of Sharp substantially alter the relationship between the parties under this Agreement, or the advantages derived from such relationship, either party may request the other party hereto to modify this Agreement, and, if within 30 days subsequent to the making of such request, the parties hereto are unable to agree upon a mutually satisfactory modification hereof, then the party giving notice may terminate this Agreement on 30 days notice to the other party, following the end of such 30-day period.
4.2 Force Majeure
Sharp shall not be liable under the provisions of this Agreement for damages on account of strikes, lockouts, accidents, fires, delays in manufacturing, delays of carriers, acts of God, governmental actions, state of war or any other causes beyond the control of Sharp, whether or not similar to those enumerated.
4.3 Assignment
Neither this Agreement nor any right hereunder or interest hereto may be assigned by either party without the prior written consent of the other party.
4.4 Notices
Unless otherwise specified herein, all notices required or permitted to be given hereunder shall be in writing and sent by mail to the principal office of the other party indicated herein or at such other address as the parties may designate in writing.
4.5 Governing Law and Arbitration
This Agreement and performance hereunder shall in all respects be governed by the laws of the State of New York. Any controversy or claim arising out of or relating to this Agreement or a breach thereof, shall be settled by arbitration in New York City, New York, in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
4.6 Entire Agreement
This Agreement supersedes and cancels any and all prior agreements between the parties hereto, express or implied, with respect to electronic transactions. This Agreement sets forth the entire agreement between the parties hereto; it may not be changed, altered or amended except in writing signed by both parties hereto.
4.7 Non-Waiver
The failure or refusal by Sharp either to insist upon the strict performance of any provision of this Agreement or to exercise any right in any one or more instances or circumstances shall not be construed as a waiver or relinquishment of such provision or right, nor shall such failure or refusal be deemed a custom or practice contrary to such provision or right.
4.8 Exclusion of Damages
Neither party shall be liable to the other for any specific, incidental, exemplary or consequential damages resulting from or as a result of any delay, omission or error in the electronic transmission or receipt of any Transactions pursuant to this Agreement, even if either party has been advised of the possibility of such damages.
EXHIBIT A — SOFTWARE SUB-LICENSE AGREEMENT
READ BEFORE OPENING THE SOFTWARE PACKAGE. THE SOFTWARE CONTAINED THEREIN IS LICENSED IN ACCORDANCE WITH THE FOLLOWING TERMS AND CONDITIONS. OPENING THE PACKAGE INDICATES YOUR AGREEMENT TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ANY OF THEM, IMMEDIATELY RETURN THE PACKAGE UNOPENED FOR A REFUND.
LICENSE
Sharp Electronics Corporation ("Sharp") grants you a non-exclusive, non-transferable sub-license to use the software programs, and accompanying documentation, on one computer machine. You assume the entire responsibility for the selection and installation of the enclosed software programs in order to achieve desired results.
NON-PERMITTED USES
a) You may not sub-license, assign or transfer your rights under the agreement without the prior written permission of Sharp.
b) You may not use, copy, alter or transfer, electronically or otherwise, the software programs or documentation except as expressly allowed in this agreement.
c) You may not translate, reverse program, disassemble or decompile the software programs.
TERMS
a) This sub-license agreement is effective from the date of the agreement and shall remain in force until terminated.
EXHIBIT B — SHARP ELECTRONICS CORPORATION TERMS AND CONDITIONS OF SALE
ACCEPTANCE
THE TERMS AND CONDITIONS OF SALE CONTAINED HEREIN APPLY TO ALL QUOTATIONS MADE AND PURCHASE ORDERS ACCEPTED BY SHARP FOR THE PURCHASE AND SALE OF PARTS. SOME OF THE TERMS AND CONDITIONS SET OUT HERE MAY DIFFER FROM THOSE IN USER'S PURCHASE ORDER AND SOME MAY BE NEW. THIS ACCEPTANCE IS CONDITIONAL ON USER'S ASSENT TO THE TERMS SET OUT THERE IN LIEU OF THOSE IN USER'S PURCHASE ORDER. SHARP'S FAILURE TO OBJECT TO PROVISIONS CONTAINED IN ANY COMMUNICATION FROM USER SHALL NOT BE DEEMED A WAIVER OF THE PROVISIONS OF THIS ACCEPTANCE. ANY CHANGES IN THE TERMS CONTAINED HEREIN MUST SPECIFICALLY BE AGREED TO IN WRITING BY AN AUTHORIZED OFFICIAL OF SHARP BEFORE BECOMING BINDING ON EITHER SHARP OR USER. All orders must be approved and accepted by Sharp at its headquarters office in Mahwah, New Jersey.
PAYMENT
Unless otherwise set forth on the face hereof payment terms are net 30 days from date of invoice with interest on all unpaid amounts at the rate of 1.5% per month or the highest lawful rate, whichever is less. Sharp reserves a purchase money security interest in the Parts delivered until all of Sharp's claims have been paid. Sharp may change these credit terms if User's financial condition changes. Each shipment shall be considered a separate and independent transaction.
DELIVERY
Delivery will be f.o.b. Sharp's location and will occur when the Parts are ready for pickup by the carrier. Sharp will select a carrier. Sharp does not assume any liability for the shipment. Delivery dates set forth in confirmations are estimates only. Sharp will use its best efforts to deliver in accordance with these dates but will not be responsible for failure to deliver as estimated.
INSPECTION
Within 10 days after delivery User will inspect the order and give written notice of rejection to Sharp detailing the reason for rejection. Prior to returning parts a written Return Authorization (RA) must be obtained from Sharp. Shipments received without an RA will be returned. All requests will be reviewed on a case by case basis. Return Authorizations will be issued at Sharp's discretion. A restocking charge will be applied to all returns not resulting from a Sharp error.
PATENTS AND COPYRIGHTS
If notified promptly in writing of any action (and all prior related claims) brought against User alleging that User's use of the Parts infringes a United States patent or copyright, Sharp will defend that action at its expense and will pay the costs and damages awarded against User in the action, provided that Sharp shall have sole control of the defense and all negotiations for settlement or compromise.
CANCELLATION AND RESCHEDULING
Sharp may cancel this order or any portion in the event of User's default or a material adverse change in User's financial condition without affecting Sharp's rights and remedies.
CONTINGENCIES
Sharp shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond Sharp's reasonable control, including acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
LIMITATION OF LIABILITY
Liability of Sharp to User, if any, under this contract for breach of contract or warranty, negligence or otherwise shall in no event exceed the total contract price specified herein less the purchase price of any items delivered and accepted hereunder. In no event shall Sharp be liable to User or others for special, incidental or consequential damages.
Message Center Communications Guidelines
A. Violations — Amendment to the Electronic Transaction Agreement
Sharp Electronics Corporation reserves the right, but does not assume the responsibility, to restrict communication which Sharp Electronics Corporation deems in its discretion to be harmful to users or in violation of Sharp Electronics Corporation's or any third-party rights. Any conduct by you that in Sharp Electronics Corporation's discretion restricts or inhibits any other user from using SharpNet will not be permitted and may result in your account being denied access to the Message Center. You agree to use SharpNet only for lawful purposes.
You may not post or use SharpNet to: (1) harass, threaten, embarrass or cause distress, unwanted attention or discomfort upon another user of SharpNet; (2) post content which is deemed by Sharp Electronics Corporation to be offensive; (3) transmit any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, or otherwise objectionable content; (4) impersonate any person; (5) disrupt the normal flow of dialogue; (6) post or transmit chain letters or pyramid schemes; (7) post or transmit any unsolicited advertising or promotional materials; (8) solicit employees of other Dealerships / Service centers; or (9) intentionally violate any applicable law.
B. Disclaimers — Amendment to the Electronic Transaction Agreement
INTELLECTUAL PROPERTY: You agree that you will not transmit any Content to SharpNet that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party.
DISCLAIMER OF WARRANTIES: YOU UNDERSTAND AND AGREE THAT ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF SHARPNET IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH CONTENT.
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Sharp and User agree as follows:
I. ELECTRONIC TRANSACTIONS
1.1 User hereby agrees to place and Sharp agrees to accept inquiries for a variety of technical and administrative purposes and purchase orders for the parts, supplies and accessories stocked by the Sharp National Parts Center for the Sharp brand products for which User is authorized by Sharp to provide maintenance and or repair services using Sharp's computer software (the "Software"). (Such inquiries and purchase orders are hereinafter referred to as "Transactions.") User agrees not to order parts for products which it is not authorized to provide maintenance or repair services.
1.2 User agrees to obtain the Software from Sharp and install it on appropriate computer hardware. User agrees to bear all expenses of purchasing the hardware and use of the Software. User agrees to pay to Sharp User Fees in accordance with Sharp's User Fee rates as published from time to time.
1.3 User agrees to be bound by the Software Sub-License Agreement attached hereto as Exhibit A.
1.4 Each party agrees that all Information received by it as part of any Transaction will be kept Confidential, and the receiving party shall limit disclosure of such Information only to its employees having the need to know and shall take all reasonable steps to prevent any inadvertent or wrongful disclosure by such employees.
The parties hereto agree that information shall not be deemed Confidential and the receiving party shall have no obligation with respect to any such information which:
(i) is already known without restriction to the receiving party; or
(ii) is or becomes publicly known through no wrongful act of the receiving party; or
(iii) is received from a third party without restriction and without breach of this Agreement; or
(iv) is independently developed by the receiving party.
1.5 Each party shall properly use the security procedures provided by Sharp to ensure that all Transactions are authorized and to protect the business records and data of both parties from improper access.
II. TRANSACTION TERMS
2.1 User may, at its discretion, initiate Transactions with Sharp by electronically transmitting an inquiry or Purchase Order to Sharp in accordance with the procedures under the Parts Channel on-line software guide.
2.2 The terms and conditions of sale set forth in Exhibit B, will apply to all parts Purchase Orders electronically transmitted by User to Sharp.
2.3 Pricing terms (including without limitation discounts, rebates, reductions or allowances) on all orders are governed solely by applicable Sharp prices and pricing programs contained in the Sharp Price listing which is published from time to time.
2.4 User agrees to provide to Sharp a State Sales Tax Resale Certificate in its name for each state to which User will request shipment of goods, at least thirty (30) days prior to requesting any shipment into that state.
2.5 Purchase Orders, when indicated as accepted by Sharp in displays generated by the Software, will be non-cancelable by either party unless agreed to by both parties in writing.
2.6 User agrees to pay all invoices relating to Transactions according to the terms of the invoices.
2.7 Validity; Enforceability
(a) This Agreement has been executed by the parties to evidence their mutual intent to create binding purchase and sale obligations pursuant to the electronic transmission and receipt of certain of the applicable terms.
(b) Any purchase order transmitted pursuant to this Agreement shall be considered, in connection with any Transaction, to be a "writing" or "in writing"; and shall be deemed for all purposes to have been "signed" and to constitute an "original" when printed from electronic files or records established and maintained in the normal course of business ("Print Outs"). The parties agree not to contest the validity or enforceability of purchase order Transactions under the provisions of any applicable law relating to whether certain agreements be in writing and signed by the party to be bound thereby. Print Outs, if introduced as evidence on paper in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the admissibility of copies of Print Outs under either the business records exception to the hearsay rule or the best evidence rule on the basis that the Print Outs were not originated or maintained in documentary form.
III. TERMINATION
3.1 Sharp may terminate this Agreement by giving User 30 days written notice in the event User shall have failed to fulfill or perform any one or more of the duties, obligations or responsibilities undertaken by it pursuant to Articles I and II hereof.
3.2 Sharp may terminate this Agreement by giving User written notice, effective immediately, in any one of the following events:
(i) if User shall continue in default of any duty, obligation or responsibility imposed on it by this Agreement, other than as provided for in paragraph 3.1 of this Agreement, for 30 days after written notice to User of such default;
(ii) any assignment or attempted assignment by User of any interest in this Agreement without Sharp's prior written consent;
(iii) any sale, transfer or relinquishment, voluntary or involuntary by operation of law or otherwise, of any substantial interest in the direct or indirect ownership of User;
(iv) if User becomes insolvent, files or has filed against it a case in bankruptcy, makes a general assignment for the benefit of its creditors or has a receiver or trustee appointed for its business or properties.
3.3 This Agreement shall terminate immediately with respect to any Parts for products as to which User is an authorized Sharp Dealer, upon termination of all dealer or Service Agreements relating to those products or any other relationship whereby Sharp sold those products to User.
3.4 In the event of termination of this Agreement: User shall promptly return to Sharp all documents, materials and tangible property supplied by Sharp and shall maintain confidential any confidential information received from Sharp which is incapable of return.
3.5 Any termination of this Agreement shall be without prejudice to any right which shall have accrued to either party hereunder prior to such termination.
IV. MISCELLANEOUS
4.1 Conformity With Local Law
The rights and obligations of the parties hereto under this Agreement shall be subject to all applicable laws, orders, regulations, directions, restrictions, and limitations of the governments having jurisdiction over the parties hereto. In the event, however, that any such laws, orders, regulations, directions, restrictions or limitations or interpretation thereof, shall in the judgment of Sharp substantially alter the relationship between the parties under this Agreement, or the advantages derived from such relationship, either party may request the other party hereto to modify this Agreement, and, if within 30 days subsequent to the making of such request, the parties hereto are unable to agree upon a mutually satisfactory modification hereof, then the party giving notice may terminate this Agreement on 30 days notice to the other party, following the end of such 30-day period.
4.2 Force Majeure
Sharp shall not be liable under the provisions of this Agreement for damages on account of strikes, lockouts, accidents, fires, delays in manufacturing, delays of carriers, acts of God, governmental actions, state of war or any other causes beyond the control of Sharp, whether or not similar to those enumerated.
4.3 Assignment
Neither this Agreement nor any right hereunder or interest hereto may be assigned by either party without the prior written consent of the other party.
4.4 Notices
Unless otherwise specified herein, all notices required or permitted to be given hereunder shall be in writing and sent by mail to the principal office of the other party indicated herein or at such other address as the parties may designate in writing.
4.5 Governing Law and Arbitration
This Agreement and performance hereunder shall in all respects be governed by the laws of the State of New York. Any controversy or claim arising out of or relating to this Agreement or a breach thereof, shall be settled by arbitration in New York City, New York, in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
4.6 Entire Agreement
This Agreement supersedes and cancels any and all prior agreements between the parties hereto, express or implied, with respect to electronic transactions. This Agreement sets forth the entire agreement between the parties hereto; it may not be changed, altered or amended except in writing signed by both parties hereto.
4.7 Non-Waiver
The failure or refusal by Sharp either to insist upon the strict performance of any provision of this Agreement or to exercise any right in any one or more instances or circumstances shall not be construed as a waiver or relinquishment of such provision or right, nor shall such failure or refusal be deemed a custom or practice contrary to such provision or right.
4.8 Exclusion of Damages
Neither party shall be liable to the other for any specific, incidental, exemplary or consequential damages resulting from or as a result of any delay, omission or error in the electronic transmission or receipt of any Transactions pursuant to this Agreement, even if either party has been advised of the possibility of such damages.
EXHIBIT A — SOFTWARE SUB-LICENSE AGREEMENT
READ BEFORE OPENING THE SOFTWARE PACKAGE. THE SOFTWARE CONTAINED THEREIN IS LICENSED IN ACCORDANCE WITH THE FOLLOWING TERMS AND CONDITIONS. OPENING THE PACKAGE INDICATES YOUR AGREEMENT TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ANY OF THEM, IMMEDIATELY RETURN THE PACKAGE UNOPENED FOR A REFUND.
LICENSE
Sharp Electronics Corporation ("Sharp") grants you a non-exclusive, non-transferable sub-license to use the software programs, and accompanying documentation, on one computer machine. You assume the entire responsibility for the selection and installation of the enclosed software programs in order to achieve desired results.
NON-PERMITTED USES
a) You may not sub-license, assign or transfer your rights under the agreement without the prior written permission of Sharp.
b) You may not use, copy, alter or transfer, electronically or otherwise, the software programs or documentation except as expressly allowed in this agreement.
c) You may not translate, reverse program, disassemble or decompile the software programs.
TERMS
a) This sub-license agreement is effective from the date of the agreement and shall remain in force until terminated.
EXHIBIT B — SHARP ELECTRONICS CORPORATION TERMS AND CONDITIONS OF SALE
ACCEPTANCE
THE TERMS AND CONDITIONS OF SALE CONTAINED HEREIN APPLY TO ALL QUOTATIONS MADE AND PURCHASE ORDERS ACCEPTED BY SHARP FOR THE PURCHASE AND SALE OF PARTS. SOME OF THE TERMS AND CONDITIONS SET OUT HERE MAY DIFFER FROM THOSE IN USER'S PURCHASE ORDER AND SOME MAY BE NEW. THIS ACCEPTANCE IS CONDITIONAL ON USER'S ASSENT TO THE TERMS SET OUT THERE IN LIEU OF THOSE IN USER'S PURCHASE ORDER. SHARP'S FAILURE TO OBJECT TO PROVISIONS CONTAINED IN ANY COMMUNICATION FROM USER SHALL NOT BE DEEMED A WAIVER OF THE PROVISIONS OF THIS ACCEPTANCE. ANY CHANGES IN THE TERMS CONTAINED HEREIN MUST SPECIFICALLY BE AGREED TO IN WRITING BY AN AUTHORIZED OFFICIAL OF SHARP BEFORE BECOMING BINDING ON EITHER SHARP OR USER. All orders must be approved and accepted by Sharp at its headquarters office in Mahwah, New Jersey.
PAYMENT
Unless otherwise set forth on the face hereof payment terms are net 30 days from date of invoice with interest on all unpaid amounts at the rate of 1.5% per month or the highest lawful rate, whichever is less. Sharp reserves a purchase money security interest in the Parts delivered until all of Sharp's claims have been paid. Sharp may change these credit terms if User's financial condition changes. Each shipment shall be considered a separate and independent transaction.
DELIVERY
Delivery will be f.o.b. Sharp's location and will occur when the Parts are ready for pickup by the carrier. Sharp will select a carrier. Sharp does not assume any liability for the shipment. Delivery dates set forth in confirmations are estimates only. Sharp will use its best efforts to deliver in accordance with these dates but will not be responsible for failure to deliver as estimated.
INSPECTION
Within 10 days after delivery User will inspect the order and give written notice of rejection to Sharp detailing the reason for rejection. Prior to returning parts a written Return Authorization (RA) must be obtained from Sharp. Shipments received without an RA will be returned. All requests will be reviewed on a case by case basis. Return Authorizations will be issued at Sharp's discretion. A restocking charge will be applied to all returns not resulting from a Sharp error.
PATENTS AND COPYRIGHTS
If notified promptly in writing of any action (and all prior related claims) brought against User alleging that User's use of the Parts infringes a United States patent or copyright, Sharp will defend that action at its expense and will pay the costs and damages awarded against User in the action, provided that Sharp shall have sole control of the defense and all negotiations for settlement or compromise.
CANCELLATION AND RESCHEDULING
Sharp may cancel this order or any portion in the event of User's default or a material adverse change in User's financial condition without affecting Sharp's rights and remedies.
CONTINGENCIES
Sharp shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond Sharp's reasonable control, including acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
LIMITATION OF LIABILITY
Liability of Sharp to User, if any, under this contract for breach of contract or warranty, negligence or otherwise shall in no event exceed the total contract price specified herein less the purchase price of any items delivered and accepted hereunder. In no event shall Sharp be liable to User or others for special, incidental or consequential damages.
Message Center Communications Guidelines
A. Violations — Amendment to the Electronic Transaction Agreement
Sharp Electronics Corporation reserves the right, but does not assume the responsibility, to restrict communication which Sharp Electronics Corporation deems in its discretion to be harmful to users or in violation of Sharp Electronics Corporation's or any third-party rights. Any conduct by you that in Sharp Electronics Corporation's discretion restricts or inhibits any other user from using SharpNet will not be permitted and may result in your account being denied access to the Message Center. You agree to use SharpNet only for lawful purposes.
You may not post or use SharpNet to: (1) harass, threaten, embarrass or cause distress, unwanted attention or discomfort upon another user of SharpNet; (2) post content which is deemed by Sharp Electronics Corporation to be offensive; (3) transmit any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, or otherwise objectionable content; (4) impersonate any person; (5) disrupt the normal flow of dialogue; (6) post or transmit chain letters or pyramid schemes; (7) post or transmit any unsolicited advertising or promotional materials; (8) solicit employees of other Dealerships / Service centers; or (9) intentionally violate any applicable law.
B. Disclaimers — Amendment to the Electronic Transaction Agreement
INTELLECTUAL PROPERTY: You agree that you will not transmit any Content to SharpNet that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party.
DISCLAIMER OF WARRANTIES: YOU UNDERSTAND AND AGREE THAT ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF SHARPNET IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH CONTENT.