Syntaur Productions
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Terms & Conditions

Syntaur sells repair parts with the understanding that the customer is qualified to install them. Working on the inside of a keyboard or other electronic unit can expose you to dangerous and potentially lethal voltages, as well as void any warranty on your equipment. If you are not comfortable doing such work, we strongly recommend taking your gear to a qualified technician for repair.


BINDING TERMS AND CONDITIONS OF SALE

The following are the terms and conditions ("Terms and Conditions") for the sale of products ("Products") by Syntaur Productions ("Syntaur") to Syntaur's customers ("Customers").

1. ACCEPTANCE AND CANCELLATION OF ORDERS
All orders are subject to acceptance in writing by Syntaur or a duly authorized agent of Syntaur. Any written acknowledgement of receipt of an order shall not, in and of itself, constitute such acceptance. Orders accepted by Syntaur may be cancelled by Customer upon written consent of Syntaur provided such order is not for a product that is deemed as a "Special Order" on our website. Special Order products are non-cancelable and non-refundable. In the event of cancellation or other withdrawal of an order for any reason, and without limiting any other remedy which Syntaur may have as a result of such cancellation or other withdrawal, reasonable cancellation or restocking charges shall include all expenses incurred and commitments made by Syntaur, and shall be paid by Customer to Syntaur. Customer requests to reschedule are subject to acceptance by Syntaur at its sole discretion. Orders may not be canceled or rescheduled after the order has been submitted by Syntaur to the shipment carrier. Syntaur reserves the right to allocate sales and limit quantities of selected Products among its customers at its sole discretion. Product specifications and availability are subject to change without prior notice.
1a. Returns
Customer must notify Syntaur within 90 days from date of shipment of any defective product. If Syntaur agrees to accept a return, return freight charges must be prepaid by customer. Syntaur will not accept COD shipments. Customer should contact a sales representative for a Return Authorization number and addressing instructions prior to returning product. The foregoing statements concerning Returns do not apply to NON-CANCELABLE/NON-RETURNABLE PRODUCTS. (See the NON-CANCELABLE/NON-RETURNABLE PRODUCTS section in these terms.) By a Customer returning products to Syntaur, the Customer certifies that the products were purchased from Syntaur and that there has been no substitution in whole or part of same product from another supplier, distributor or other such source of the product. The return should be in the original packaging (manufacturer or Syntaur), in unused condition (except defective).

2. PRICES
Orders are billed at the prices in effect at the time of shipment. Prices will be as specified by Syntaur. Prices shown are subject to change without notice. Prices are subject to increase in the event of an increase in Syntaur's costs or other circumstances beyond Syntaur's reasonable control. Prices are exclusive of taxes, impositions and other charges, including sales, use, excise, value-added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent's and broker's fees, bank fees, consular fees, and document fees.

3. TERMS OF PAYMENT
All payments must be made in the currency billed on the original invoice. Payment cards accepted include major credit cards and major bank debit cards including MasterCard, VISA, Discover, and American Express. Credit Card billing information must be verified prior to shipment of order. Payment via net thirty (30) days is available to schools.
Customer agrees to pay the entire net amount of each invoice from Syntaur pursuant to the terms of each such invoice, without offset or deduction. If Syntaur reasonably believes that the Customer's ability to make payments may be impaired or if Customer fails to pay any invoice when due, Syntaur may suspend delivery of any order or any remaining balance thereof until such payment is made, or cancel any order or any remaining balance thereof. Customer will remain liable to pay for any Products already shipped. Checks are accepted subject to collection and the date of collection will be deemed the date of payment. Any check received from Customer may be applied by Syntaur against any obligation owing by Customer to Syntaur under this or any other contract, regardless of any statement appearing on or referring to such check, without discharging Customer's liability for any additional amounts owing by Customer to Syntaur. The acceptance by Syntaur of such check will not constitute a waiver of Syntaur's right to pursue the collection of any remaining balance. Invoices not paid when due will bear interest to date of payment at the annual rate of eighteen (18%) percent or such lower rate as may be the maximum permitted by law. If Customer fails to make payment when due, Syntaur may pursue any legal or equitable remedies, in which event Syntaur will be entitled to reimbursement of costs for collection and reasonable attorneys' fees. There is a $25 (USD) service charge on all returned checks.

4. SALES TAX
US Shipments
When required by law Syntaur will collect Federal, State and/or Local sale, use, excise, and other taxes that apply to a Customer's shipment. These taxes are in addition to the purchase price of the Products subject to an order. Customer will remit the correct tax unless customer is tax exempt and Syntaur has a valid signed tax exemption certificate on file.
INTERNATIONAL Shipments
All applicable VAT, PST, HST, and/or GST charges along with brokerage fees will be the responsibility of the Customer and due at the time of delivery.

5. DELIVERY AND TITLE
All shipments by Syntaur are F.O.B. point of shipment from Syntaur's facility and the amount of all transportation charges will be paid to Syntaur by the Customer in addition to the purchase price of the Products. Subject to Syntaur's right of stoppage in transit, delivery of the Products to the carrier will constitute delivery to Customer and title and risk of loss will pass to Customer. Syntaur will make reasonable efforts to initiate shipment and schedule delivery as close as possible to Customer's requested delivery date(s). Customer acknowledges that delivery dates provided by Syntaur are estimates only and that Syntaur will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by Syntaur unless specifically designated by Customer. Syntaur reserves the right to make deliveries in installments. Delay in delivery of one installment will not entitle Customer to cancel any other installment(s). Delivery of any installment of Products within thirty (30) days after the date requested will constitute a timely delivery. Delivery of a quantity that varies from the quantity specified shall not relieve Customer of the obligation to accept delivery and pay for the Products delivered.

6. SYNTAUR'S LIMITED WARRANTY
Syntaur agrees to transfer to Customer whatever transferable warranties Syntaur receives from the manufacturer of Products sold to Customer. Syntaur makes no other warranty, express or implied, with respect to the Products. IN PARTICULAR, SYNTAUR MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT. Syntaur's liability arising out of any sale of products to Customer is expressly limited to either (1) Refund of the purchase price paid by Customer for such Products (without interest), or (2) Repair and/or replacement of such Products, at Syntaur's election, with such remedies exclusive and in lieu of all others. Customer must notify Syntaur within 90 days from date of shipment of any defective product. This warranty is in lieu of any and all other warranties, whether oral, written, expressed, implied or statutory. Implied warranties of fitness for a particular purpose and merchantability are specifically excluded and shall not apply. Customer's obligations and Syntaur's remedies with respect to defective or nonconforming products, are solely and exclusively as stated herein. Furthermore, no warranty will apply if the Product has been subject to misuse, static discharge, neglect, accident, modification, or has been soldered or altered in any way.

7. LIMITATION OF LIABILITIES
IN NO EVENT SHALL SYNTAUR BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE including, but not limited to, damages resulting from loss of profit or revenue, recall costs, claims for service interruptions or failure to supply downtime, testing, installation or removal costs, costs of substitute products, property damage, personal injury, death or legal expenses. Customer's recovery from Syntaur for any claim shall not exceed the purchase price paid by Customer for the goods, irrespective of the nature of the claim, whether in warrant, contract or otherwise. CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD SYNTAUR HARMLESS FROM ANY CLAIMS BROUGHT BY ANY PARTY REGARDING PRODUCTS SUPPLIED BY SYNTAUR AND INCORPORATED INTO THE CUSTOMER'S PRODUCT.

8. STATEMENTS AND ADVICE
If statements or advice, technical or otherwise, are offered or given to Customer, such statements or advice will be deemed to be given as an accommodation to Customer and without charge. Syntaur shall have no responsibility or liability for the content or use of such statements or advice. Syntaur technical support is provided by telephone and, therefore, extremely limited in scope.

9. NON-CANCELABLE/NON-RETURNABLE PRODUCTS
Syntaur lists certain products as "Special Order" and/or "Non-Returnable". Buyer understands that "Special Order" products are obtained by Syntaur from the manufacturer specifically for the buyer. Irrespective of circumstances, the buyer agrees that "Special Order" and "Non-Returnable" products may not be cancelled, returned or rescheduled by the buyer without the agreement of both Syntaur's supplier and the written consent of Syntaur.

10. INTELLECTUAL PROPERTY
If an order includes software or other intellectual property, such software or other intellectual property is provided by Syntaur to Customer subject to the copyright and user license, the terms and conditions of which are set forth in the license agreement accompanying such software or other intellectual property. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement. Software may not be returned unless defective.

11. FORCE MAJEURE
Syntaur will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots or war. Syntaur's time for delivery or performance will be extended by the period of such delay or Syntaur may, at its option, cancel any order or remaining part thereof, without liability by giving notice to Customer.

12. EXPORT CONTROL
Syntaur is committed to compliance with all U.S. Export Regulations and Laws. Syntaur will not sell or ship to countries embargoed by the U.S. Treasury Office of Foreign Asset Control (OFAC). Syntaur will not sell or ship to individuals or organizations identified by the U.S. Treasury as Specially Designated Nationals and Blocked Persons. Syntaur will not sell or ship products prohibited under Export Administration Regulations to individuals or organizations identified by the U.S. Department of Commerce, Bureau of Industry and Security (BIS). Furthermore, Syntaur prohibits the re-export, brokering or transshipment of its products to any individual, organization or country prohibited by the OFAC or BIS. The sale, resale or other disposition of Products, and any related technology or documentation, are subject to the export control laws, regulations and orders of the United States and may be subject to the export and/or import control laws and regulations of other countries. Customer agrees to comply with all such laws, regulations and orders. Customer further acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Customer acknowledges its responsibility to obtain any license to export, re-export or import as may be required.

13. GENERAL
The Terms and Conditions may not be modified or cancelled without Syntaur's written agreement. Accordingly, goods furnished and services rendered by Syntaur are sold only on the terms and conditions stated herein. The sale of Products hereunder will be governed by the Terms and Conditions, notwithstanding contrary or additional terms and conditions in any order, purchase order, planning schedule, acknowledgment, confirmation or any other form or document issued by either party affecting the purchase and/or sale of Products. Syntaur's performance of any contract is expressly made conditional on Customer's agreement to Syntaur's Terms and Conditions of Sale, unless otherwise specifically agreed upon in writing by Syntaur. In the absence of such agreement, commencement of performance and/or delivery shall be for Customer's convenience only and shall not be deemed or construed to be acceptance of Customer's terms and conditions or any of them. If a contract is not earlier formed by mutual agreement in writing, acceptance by Customer of any goods or services shall be deemed acceptance by Customer of the terms and conditions stated herein. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by operation of law, merger or otherwise, without the prior written consent of Syntaur. The obligations, rights, terms and conditions hereof will be binding on the parties hereto and their respective successors and assigns. The waiver or breach of any term, condition or covenant hereof, or default under any provision hereof, will not be deemed to constitute a waiver of any other term, condition, or covenant contained herein, or of any subsequent breach or default of any kind or nature. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction, or affecting the validity or enforceability of such provision in any other jurisdiction. The Terms and Conditions will be governed by and construed in accordance with the laws of the state of Texas and the applicable laws of the United States.