IQ TOTAL SOURCE LLC
TERMS AND CONDITIONS OF USE OF WEBSITE & TERMS AND CONDITIONS OF SALE
Effective Date: January 1st, 2022
The domain https://iqtotalsource.com is owned by IQ Total Source LLC, an Arizona limited liability company (“IQ”). Please read these Terms and Conditions (“Terms”) carefully before using https://iqtotalsource.com and/or its related domains and/or subdomains (the “Site”).
Your access to and use of the Site is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Site (“Users”).
By accessing the Site, you acknowledge and agree that:
- You have read, understood, and accepted these Terms and, if the Terms have materially changed since your last access or use of the Site, the changed Terms;
- You are at least eighteen (18) years of age and have the right, authority, and capacity to enter into these Terms; and
- You consent to receive communications from us electronically, and that such electronic communications, notices, and postings satisfy any legal requirements that such communications be in writing.
1. USERS. IQ does not discriminate on the basis of age, race, national origin, gender, sexual orientation or religion. No person under the age of 18 should use the Site without the consent of their parent or legal guardian. We strongly encourage all parents and guardians to monitor the Internet use by their children.
3. USER CONDUCT. You shall not use the Site to:
- transmit any information, data, text, files, links, software, chat, communication or other materials that is or which IQ considers to be unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, racially or ethnically hateful or otherwise objectionable;
- transmit any virus or other software destruction or disruption method;
- intentionally or unintentionally violate any applicable local, state, national or international law or regulation while using or accessing the Site or in connection with the use of the Site;
- invade the privacy or violate any personal or proprietary right (including intellectual property rights) of any person or entity;
- distribute or otherwise publish any material containing any solicitation of funds, promotion, advertising, or solicitation for goods or services;
- solicit other Users of the Site to join or become members of any online service;
- delete or revise any material posted by any other person or entity; or
- violate or attempt to violate the Site’s security or from using the Site to violate the security of other web sites by any method whatsoever.
Violations of the Terms may result in civil or criminal liability. IQ may investigate violations of these Terms and may involve and cooperate with law enforcement authorities in prosecuting users of the Site who are involved in such violations.
4. MODIFICATIONS. IQ reserves the right to change the nature of this relationship at any time, and to revise these Terms from time to time, in its sole and absolute discretion. You should check these Terms periodically.
5. COPYRIGHTS & TRADEMARKS.All content on the Site is owned by, collected by, or licensed to IQ and is protected by applicable laws. You understand that when using the Site, you will be exposed to content from a variety of sources, and that IQ is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content. The original creators (and assignees and licensors, as applicable) of third party content will retain all proprietary rights associated with such content. IQ is the owner of and will retain ownership of all proprietary rights of every kind and nature however denominated throughout the world, registered or unregistered, associated with all of its trademarks, logos, branding, and any other content on the Site that IQ owns or have created in connection with the Site (collectively, “IQ IP”). Except as expressly and unambiguously provided herein, IQ does not grant you any express or implied rights in the IQ IP, and all rights in and to the IQ IP are retained by IQ.
IQ is not responsible or liable to you or any third-party for the content or accuracy of third party content. IQ does not endorse any third party content made available through the Site or any opinion, recommendation, or advice expressed therein, and IQ expressly disclaims any and all liability in connection with such third party content.
IQ respects the intellectual property rights of others, and IQ asks Users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, in appropriate circumstances and in IQ’s sole discretion, IQ may terminate the rights of any user to use the Site (or any part thereof) who infringes the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or if you are aware of someone so infringing on your rights, please provide the following information to IQ:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
- A description of the copyrighted work that you claim has been infringed upon.
- A description of where the material that you claim is infringing is located on the Site.
- Your address, telephone number, and email address.
- A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, and/or the law.
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
All notices of copyright infringement claims should go to IQ at [email protected] .
6. SOFTWARE. Use of software, if any, provided to you on the Site is subject to the software license terms accompanying such software.
7. LINKS. If there are other websites and resources linked to on the Site, these links are provided only for the convenience of Users. IQ has no control over the contents of those websites or resources, and therefore cannot accept responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Site, you do so entirely at your own risk and subject to the Terms and conditions of use for such websites.
8. NO GUARANTEE OF SERVICE. There may be times when IQ needs to disable the Site either temporarily or permanently. The Site may be modified, updated, interrupted, suspended, or discontinued at any time without notice or liability. Keep this in mind as IQ will not be liable if all or any part of the Site is unavailable at any time and/or for any period of time. Also, from time to time, IQ may restrict access to all or part of the Site.
9. DISCLAIMER OF WARRANTIES. IQ HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU FURTHER WAIVE AND HOLD HARMLESS IQ FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY IQ DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER IQ OR LAW ENFORCEMENT AUTHORITIES.
IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, THEN THE FOLLOWING APPLIES. FOR EXAMPLE, (1) CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY” AND (2) NEW JERSEY RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF THE TRUTH IN CONSUMER CONTRACT, WARRANTY, AND NOTICE ACT (X) SECTIONS 15, WHICH STATES, AMONG OTHER THINGS, THAT “NO SELLERS…SHALL IN THE COURSE OF HIS BUSINESS OFFER TO ANY CONSUMER OR PROSPECTIVE CONSUMER OR ENTER INTO ANY WRITTEN CONSUMER CONTRACT OR GIVE OR DISPLAY ANY WRITTEN CONSUMER WARRANTY, NOTICE OR SIGN…WHICH INCLUDES ANY PROVISION THAT VIOLATES ANY CLEARLY ESTABLISHED LEGAL RIGHT OF A CONSUMER OR RESPONSIBILITY OF A SELLER…” AND (X) SECTION 16, WHICH STATES, AMONG OTHER THINGS, THAT “…NO CONSUMER CONTRACT, NOTICE OR SIGN SHALL STATE THAT ANY OF ITS PROVISIONS IS OR MAY BE VOID, UNENFORCEABLE OR INAPPLICABLE IN SOME JURISDICTIONS WITHOUT SPECIFYING WHICH PROVISIONS ARE OR ARE NOT VOID, UNENFORCEABLE OR INAPPLICABLE WITHIN THE STATE OF NEW JERSEY…”. YOU HEREBY WAIVE, AS APPLICABLE, THESE SECTIONS OF THE CALIFORNIA CIVIL CODE AND NEW JERSEY TRUTH IN CONSUMER CONTRACT, WARRANTY, AND NOTICE ACT. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISIONS.
10. LIMIT OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL IQ BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE, WHETHER OR NOT IQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICES, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT INCLUDING NEGLIGENCE, OR HOWSOEVER OTHERWISE) ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM THE SITE. IQ’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SITE SHALL IN NO EVENT EXCEED THE GREATER OF $500 OR THE AMOUNT PAID BY YOU TO IQ FOR THE 12 MONTHS PRECEDING THE MATTER IN QUESTION.
11. INDEMNIFICATION. You shall indemnify and hold harmless IQ, its affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) resulting from your violation of these Terms.
12. GOVERNING LAW. This Agreement shall be governed solely and exclusively by the laws of the State of Arizona, without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction of the federal and state courts located in Maricopa County, Arizona.
13. ARBITRATION AND CLASS ACTION WAIVER.
- Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM IQ. For any dispute with IQ, you agree to first contact us at [email protected] and attempt to resolve the dispute with IQ informally. In the event that IQ has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (including any claims for injunctive or other equitable relief) arising out of or in connection with or relating to the Site and/or Terms, or the breach or alleged breach thereof (collectively, “Claims”), by filing a demand for arbitration with the Phoenix regional office of the American Arbitration Association (“AAA”). AAA may require you to pay a fee for the initiation of a proceeding. A single arbitrator shall be appointed in accordance with the then existing Commercial Arbitration Rules of the AAA. The AAA Optional Rules for Emergency Measures of Protection shall also apply to the proceedings. Discovery may be conducted either upon mutual consent of the parties, or by order of the arbitrator upon good cause being shown. In ruling on motions pertaining to discovery, the arbitrator shall consider that the purpose of arbitration is to provide for the efficient and inexpensive resolution of disputes, and the arbitrator shall limit discovery whenever appropriate to insure that this purpose is preserved. The dispute between the parties shall be submitted for determination within sixty (60) days after the arbitrator has been selected. The decision of the arbitrator shall be rendered within thirty (30) days after the conclusion of the arbitration hearing. The decision of the arbitrator shall be in writing and shall specify the factual and legal basis for the decision. Upon stipulation of the parties, or upon a showing of good cause by either party, the arbitrator may lengthen or shorten the time periods set forth herein for conducting the hearing or for rendering a decision. The decision of the arbitrator shall be final and binding upon the parties. In the event a dispute is submitted to arbitration, the prevailing party shall be entitled to the payment of its reasonable attorneys’ fees and costs, as determined by the arbitrator. Notwithstanding the foregoing, nothing in this Section shall be deemed as preventing IQ from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of security, intellectual property rights or other proprietary rights.
- Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SITE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND IQ ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
14. GENERAL. These Terms constitute the sole and entire agreement between you and IQ with respect to the Site and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Site. No waiver of the Terms by IQ shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of IQ to assert a right or provision under the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is held by a court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect. The Terms, and any rights or obligations hereunder, are not assignable, transferable, or sublicensable by you except with IQ’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate the Terms and be void.
TERMS AND CONDITIONS OF SALE
CONTROLLING PROVISIONS: No terms and conditions other than the terms and conditions contained herein shall be binding upon IQ Total Source LLC, an Arizona limited liability company (“Seller”“), unless accepted by in a writing signed by an authorized officer of Seller. All terms and conditions contained in any prior oral or written communication, including, without limitation, Buyer’s purchase order, which are different from or in addition to the terms and conditions herein are hereby rejected and shall not be binding on Seller, whether or not they would materially alter this document, and Seller hereby objects thereto. All prior proposals, negotiations and representations, if any, are merged herein. Buyer will be deemed to have assented to all terms and conditions contained herein if any part of the goods and/or services described herein are shipped or an invoice is presented in connection with the said goods and/or services.
TERMS: Buyer agrees to pay for the products according to the Seller’s payment terms. In the event Buyer fails to make any payment to Seller when due, Buyer’s entire account(s) with Seller shall become immediately due and payable without notice or demand. All past due amounts are subject to 1.5% monthly service, otherwise at the maximum contract rate permitted by law. Buyer does hereby grant Seller a purchase money security interest in the products until such time as Seller is fully paid. Buyer will assist Seller in taking the necessary action to perfect and protect Seller’s security interest. No products furnished by the Seller shall become a fixture by reason of being attached to real estate.
Credit Card Fee: IQ will gladly accept all major credit cards, including Visa, MasterCard, and American Express. All payments made with a credit card will incur a 3.5% fee added to the order total.
Face Masks: IQ Total Source LLC (IQ) is not making, and expressly disclaims, any warranty or claim that the kn95 masks and disposable masks mitigate, treat, cure, or prevent any disease or health condition, including but not limited to covid-19, sars-cov-2, or any virus mutating therefrom.
REMEDIES OF SELLER: Upon default by Buyer, Buyer agrees to reimburse Seller all attorney fees and court costs incurred by Seller in connection therewith. Buyer agrees that any of the following shall constitute an event of default which shall enable Seller, at its option, to cancel any unexecuted portion of this order or to exercise any right or remedy which it may have by law: (a) the failure of Buyer to perform any term or condition contained herein; (b) any failure of Buyer to give required notice; (c) the insolvency of Buyer or its failure to pay debts as they mature, an assignment by Buyer for benefit of its creditors, the appointment of receiver for Buyer or for the materials covered by this order or the filing of any petition to adjudicate Buyer bankrupt; (d) the death, incompetence, dissolution or termination of existence of Buyer; (e) a failure by Buyer to provide adequate assurance of performance within ten (10) days after a justified demand by Seller or (f) if Seller, in good faith, believes that Buyer’s prospect of performance under this Agreement is impaired. All rights and remedies of Seller herein are in addition to, and shall not exclude, any rights or remedies that Seller may have by law. In the event it becomes necessary to incur any expense for collection of any overdue account, reasonable collection charges, including reasonable attorneys’ fees, will be added to the balance due and Buyer shall pay all such charges.
GOVERNING LAW AND JURISDICTION: This transaction shall be governed solely and exclusively under the laws of the State of Arizona without regard to choice of law provisions. All actions, regardless of form, arising out of or related to this transaction or the products sold hereunder must be brought against Seller within the applicable statutory period, but in no event more than ONE (1) YEAR after the date of the invoice at issue. Buyer agrees (i) that any action relating to this Agreement shall be brought exclusively within the state courts located in Maricopa County, Arizona; (ii) to irrevocably and unconditionally submit to personal jurisdiction in Maricopa County, Arizona; and (iii) to waive any right to move or dismiss or transfer any such action brought in such court on the basis of any objection to personal jurisdiction or venue.
DELIVERY: Seller will make a good faith effort to complete delivery of the products as indicated by Seller in writing, but Seller assumes no responsibility or liability and will accept no backcharge for loss or damage due to delay or inability to deliver, whether or not such loss or damage was made known to Seller, including, but not limited to, liability for Seller’s non-performance caused by acts of God, war, labor difficulties, accidents, inability to obtain materials, delays of carriers, contractors or suppliers or any other causes of any kind whatever beyond the control of Seller. Under no circumstances shall Seller be liable for any special, consequential, incidental, indirect, or liquidated damages, losses, or expense (whether or not based on negligence) arising directly or indirectly from delays or failure to give notice of delay.
Fees: IQ charges $19.95 flat rate freight for all orders under $100. In addition, for products that we must ship from outside our regional delivery zones, there will be a $19.95 shipping fee. “Outside of their regional delivery zone” is currently described as the following
- An item drop-shipping to a customer that is NOT coming from the 5-8 closest facilities from the delivery address
- Example: Phoenix customer will be shipped an item from Dallas for no additional shipping fee
- Example: Phoenix customer will be shipped an item from New York for a $19.95 shipping fee
Here are the steps you can expect from IQ to perform when filling orders so that we ensure you are provided the best service possible:
- Attempt to fill the ordered item from the local/default facility network (ADOT / Sprinter)
- Attempt to fill a substitute item from the local/default facility network (ADOT / Sprinter)
- Attempt to drop ship the ordered item from a further facility that is inside the RDZ.
- Attempt to drop ship a substitute item from a further facility that is inside the RDZ.
- Offer the customer to drop ship the original item from a facility outside of the RDZ for a $19.95 shipping fee
- Offer the customer to drop ship a substitute item from a facility outside of the RDZ for a $19.95 shipping fee
WARRANTY: THE BUYER’S SOLE AND EXCLUSIVE WARRANTY, IF ANY, IS THAT PROVIDED BY THE PRODUCT’S MANUFACTURER. SELLER MAKES NO EXPRESSED OR IMPLIED WARRANTIES. SELLER HEREBY DISCLAIMS ALL EXPRESSED OR IMPLIED WARRANTIES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS OR FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES, AND IN NO EVENT, WILL SELLER BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE OR ANY OTHER LOSS, DAMAGE, COST OF REPAIRS OR INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR LIQUIDATED DAMAGES OF ANY KIND, WHETHER BASED UPON WARRANTY, CONTRACT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION ARISING IN CONNECTION WITH THE DESIGN, MANUFACTURE, SALE, TRANSPORTATION, INSTALLATION, USE OR REPAIR OF THE PRODUCTS SOLD BY SELLER. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES, AND IN NO EVENT, SHALL SELLER’S LIABILITY, IF ANY, EXCEED THE NET SALES PRICE OF THE DEFECTIVE PRODUCT(S). NO ADDITIONAL ALLOWANCE SHALL BE MADE FOR THE LABOR OR EXPENSE OF REPAIRING OR REPLACING DEFECTIVE PRODUCTS OR WORKMANSHIP OR DAMAGE RESULTING FROM THE SAME. EXCEPT AS EXPRESSLY SET FORTH IN THIS PARAGRAPH, ALL PRODUCTS AND/OR SERVICES PROVIDED BY SELLER AND ITS EMPLOYEES AND AGENTS ARE PROVIDED “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.”
RECOMMENDATIONS BY SELLER: Buyer acknowledges that Seller does not make and specifically negates, renounces and disclaims any representations, warranties and/or guaranties of any kind or character, expressed or implied, with respect to (i) the products sold, their use, design, application or operation, their merchantability, their physical condition or their fitness for a particular purpose, (ii) the maintenance or other expenses to be incurred in connection with the products, (iii) the engineering, design, fabrication work or any other work or service (whether gratuitous or for payment) supplied by Seller and/or its agents, suppliers and employees or (iv) the accuracy or reliability of any information, designs or documents furnished to Buyer. Seller neither assumes, nor authorizes any person to assume for it, any other obligation in connection with the sale of its products and/or rendering of its services. Any recommendations made by Seller concerning the use, design, application or operation of the products shall not be construed as representations or warranties, expressed or implied. Failure by Seller to make recommendations or give advice to Buyer shall not impose any liability upon Seller.
INDEMNIFICATION: The Buyer shall at its own expense apply for and obtain any permits and inspections required for the installation and/or use of the products. Seller makes no promise or representation that the products or services will conform to any federal, state or local laws ordinances, regulations, codes or standards, except as particularly specified and agreed upon in writing by an authorized representative of Seller. Seller shall not be responsible for any losses or damages sustained by the Buyer or any other person as a result of improper installation or misapplication of the products. Buyer shall defend, indemnify and hold harmless Seller and its agents and employees against any loss, damage, claim, suit, liability, judgment or expense (including, without limitation, attorney’s fees) arising out of or in connection with any injury, disease or death of persons (including, without limitation, Buyer’s employees and agents) or damage to or loss of any property or the environment, or violation of any applicable laws or regulations resulting from or in connection with the sale, transportation, installation, use, or repair of the products by Buyer or of the information, designs, services or other work supplied to Buyer, whether caused by the concurrent and/or contributory negligence of Buyer, Seller, or any of their agents, employees or suppliers. The obligations, indemnities and covenants contained in this paragraph shall survive the consummation or termination of this transaction.
INSPECTION AND ACCEPTANCE: Claims for damage, shortage or errors in shipping must be reported within one (1) day following delivery to Buyer. Buyer shall have seven (7) days from the date Buyer receives any products to inspect such products and services for defects and nonconformance which are not due to damage, shortage or errors in shipping and notify Seller, in writing, of any defects, nonconformance or rejection of such products. After such seven (7) day period, Buyer shall be deemed to have irrevocably accepted the products, if not previously accepted. After such acceptance, Buyer shall have no right to reject the products for any reason or to revoke acceptance. Buyer hereby agrees that such seven (7) day period is a reasonable amount of time for such inspection and revocation. Buyer shall have no right to order any change or modification to any product or service previously ordered by Buyer or its representatives or cancel any order without Seller’s written consent and payment to Seller of all charges, expenses, commissions and reasonable profits owed to or incurred by Seller. Specially fabricated or ordered items may not be canceled or returned, and no refund will be made. The sole and exclusive remedy for merchandise alleged to be defective in workmanship or material will be the replacement of the merchandise subject to the manufacturer’s inspection and warranty.
RETURNS: Buyer may return any product which Seller stocks, except for assembled furniture and print services, with no restocking charge for the lifetime of the account provided such product: (i) is in new condition, suitable for resale in its undamaged original packaging and with all its original parts; (ii) has not been used, installed, modified, rebuilt, reconditioned, repaired, altered or damaged; (iii) meets all Local, State and Federal laws governing the type of product that can be sold or put into transit in the State in which the product is being returned; and (iv) the account is current and up to date with all outstanding balances. Special orders or non-stock items may be returned if the manufacturer will accept the return. Except for items Seller stocks which meet (i), (ii) and (iii), above, credit memoranda issued for authorized returns shall be subject to the following deductions: (a) cost of putting items in salable condition; (b) transportation charges, if not prepaid; and (c) handling and restocking charges.
SHIPMENTS: All products are shipped F.O.B., point of shipment. Risk of loss shall transfer to the Buyer upon tender of goods to Buyer, Buyer’s representative, or common carrier. The cost of any special packing or special handling caused by Buyer’s requirements or requests shall be added to the amount of the order. If Buyer causes or requests a shipment delay, or if Seller ships or delivers the products erroneously as a result of inaccurate, incomplete or misleading information supplied by Buyer or its agents or employees, storage and all other additional costs and risks shall be borne solely by Buyer. Claims for products damaged or lost in transit should be made by Buyer to the carrier, as Seller’s responsibility ceases upon tender of goods to Buyer, Buyer’s representative or common carrier.
TAXES: The amount of any sales, excise or other taxes, if any, applicable to the products shall be added to the purchase price and shall be paid by Buyer unless Buyer provides Seller with an exemption certificate acceptable to the taxing authorities. Any taxes which Seller may be required to pay or collect under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use or consumption of any of the products, including taxes upon or measured by the receipts from the sale thereof, shall be for the account of the Buyer, who shall promptly pay the amount thereof to Seller upon demand.
SEVERABILITY: These terms and conditions of sale shall not be construed against the party preparing them, but shall be construed as if all parties jointly prepared these terms and conditions of sale and any uncertainty or ambiguity shall not be interpreted against any one party. If any provision hereof is held to be illegal, invalid or unenforceable under any present or future laws, such provision shall be fully severable and the terms and conditions herein shall be construed and enforced as if such illegal, invalid or unenforceable provision had never been made a part hereof. The remaining provisions herein shall remain in full force and effect and shall not be affected by such illegal, invalid or unenforceable provisions or by their severance herefrom.
SET-OFF: Buyer shall not be entitled to set-off any amounts due Buyer against any amount due Seller in connection with this transaction.
NON-WAIVER: Seller’s failure to insist upon the strict performance of any term or condition herein shall not be deemed a waiver of any of Seller’s rights or remedies hereunder, nor of its right to insist upon the strict performance of the same or any other term herein in the future. No waiver of any term or condition hereunder shall be valid unless in writing and signed by Seller’s authorized representative .
ENTIRE AGREEMENT: This document constitutes the entire, complete, and exclusive agreement between the parties with respect to the subject matter hereof and contains all the agreements and conditions of sale; no course of dealing or usage of the trade shall be applicable unless expressly incorporated herein. The terms and conditions contained herein may not be added to, modified, superseded or otherwise altered except by a written modification signed by an authorized officer of the Seller. All transactions shall be governed solely by the terms and conditions contained herein.