The Terms and Conditions contained herein shall apply to all quotations and offers made by and purchase orders accepted by Company.
Payment may be made by cash, check or ACH and is due and payable upon placing the order. As a convenience, payments received within fifteen (15) days of the date of invoice will be considered as cash payment. After fifteen (15) days, unpaid invoices shall be converted to a credit sale and will be assessed an additional 20% of the original invoice amount. Payment is then due NET30 from the original invoice date. Late charges shall be imposed from the invoice date at the rate of 3% per month or $50, whichever is greater, on any unpaid balance including charges and fees. Customer’s obligation to pay outstanding invoices and all other amounts is absolute and unconditional and is not subject to any abatement, reduction, set-off, defense, counterclaim, interruption, deferment or recoupment for any reason whatsoever. Unless otherwise agreed in writing, all payments are to be in United States dollars. In the event that Company is required to bring legal action to collect delinquent accounts, Customer agrees to pay reasonable attorneys’ fees and costs of suit.
All prices are exclusive of any freight, handling and shipping insurance charges, taxes, fees and duties or other similar amounts, however designated, including without limitation value added, sales and withholding taxes which are levied or based upon the prices, charges or upon this Agreement. Customer shall pay any taxes related to Products and Services provided pursuant to this Agreement (except for taxes based on Company’s revenue income) or shall present an exemption certificate acceptable to all relevant taxing authorities. Applicable taxes shall, to the extent practical, be billed as a separate item on the invoice.
Prices are F.O.B. shipping point. Freight charges will be prepaid for Customer’s account and added as a separate item on the invoice. Company may deliver products in one or more consignment and invoice each consignment separately. Company reserves the right to ship product that is not subject to cancellation in advance of the agreed shipping date. Unless otherwise agreed in writing, delivery time is not of the essence. When expedited delivery, specialized service, or alternate transportation modes are requested, or if requests are inconsistent with efficient distribution practices, an additional charge to cover the premium expense will be added to the invoice. Inside deliveries or multiple deliveries are subject to additional charges based on current common carrier rates or hourly rates.
All goods supplied shall be supplied to normal industry standards. COMPANY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE. COMPANY EXPRESSLY LIMITS ITS LIABILITIES TO ANY GUARANTEES EXTENDED BY THE MANUFACTURER, WHICH GUARANTEES COMPANY WILL PASS THROUGH TO CUSTOMER. FURTHER, COMPANY WILL, AT ITS OPTION, EITHER REPLACE THE DEFECTIVE GOODS SOLD OR REFUND THE PURCHASE PRICE FOR THE 60 DAYS FOLLOWING THE DATE INVOICED. NO WARRANTIES WILL APPLY IF THE GOODS ARE IN ANY WAY ALTERED OR MODIFIED AFTER DELIVERY BY COMPANY.
Title and Risk of Loss
Title and risk of loss passes to the Customer upon delivery of the goods by Company to the carrier at the shipping point.
Company reserves and Customer grants to Company a purchase money security interest in all products sold and any cash receivables thereof to secure the full payment and performance by Customer of its liabilities and obligations to Company. Customer acknowledges that this document may be filed with the appropriate authorities as a financing statement and agrees to execute and deliver such documents as Company may request in order to perfect its security interest.
Resale and Export Regulations
Customer shall purchase the products for its own use only, and shall not resell the products to any other Party. Customer agrees to comply fully with all laws and regulations concerning the purchase and sale of products. In particular, Customer agrees to comply with the Export Administration Regulations of the United States in so far as they apply to the sale of products. The products are licensed by the United States for delivery to the ultimate destination as shown on the shipment/invoice address and any contrary diversion is prohibited.
Purchase of software grants Customer a non-exclusive, non-transferable license to “Use”, in object code form, the Version or Release of the Software delivered from an accepted order. For purposes of this Agreement, “Use” means to install, store, load, execute, and display one copy of the Software on one device at a time for Customer’s internal business purposes. Customer’s Use of such Software is subject to these license terms, the applicable Use restrictions and authorizations, and applicable licensed locations for the Software specified in the manufacturers Software License Agreement(s). This License Grant confers no title or ownership and is not a sale of any rights in the Software.
Manufacturers License Agreements
All sales are final. Except as provided in a Purchase Agreement, Company does not accept returns unless (i) Company shipped a product other than as specified in the Purchase Agreement, (ii) such Product is unopened, and (iii) the Product is returned in accordance with Company’s then current RMA policy and procedures.