Terms and Conditions
These terms and conditions of sales are the terms and conditions upon which Total Tec Systems (Seller) makes all sales. Unless Buyer and Seller have executed a signed written agreement which specifically supersedes, modifies or replaces the terms and conditions set forth below, all purchase orders shall be governed by the terms and conditions set forth herein.
1. ACCEPTANCE
Sellers acceptance of purchase order is expressly limited to the terms and conditions hereof in their entirety without addition, modification or exception, and any term, condition or proposals hereafter submitted by Buyer which is inconsistent with or in addition to the terms and conditions set forth hereon shall be deemed of non force and effect. Sellers FOB terms are Ship Point. Sellers silence or failure to respond to any such subsequent of different term, condition or proposal shall not be deemed to be Sellers acceptance or approval thereof.
2. NOTICE OF REJECTION
Buyer shall promptly notify Seller, and in no event later than seven business days after delivery of any claimed shortages or rejections as to any delivery. Such notice shall be in writing and shall be reasonably detailed, stating the grounds for any such rejection. Failure to give any such notice within such time shall be deemed an acceptance in full of any such delivery. Seller shall not be liable for any shipment delays beyond the reasonable control of Seller which affect Seller or any of Sellers suppliers, including but not limited to delays caused by unavailability or shortages of products from Seller suppliers: natural disasters; acts of war; acts or omissions of Buyer; fire, strike, riot, or government interference; unavailability or shortage of materials, labor, fuel or power through normal commercial channels at customary and reasonable rates; failure or destruction of plant or equipment arising from any cause whatsoever; or transport failures.
3. PRICE AND PAYMENT
Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes), as well as import or customs duties, license fees and similar charges, however designated or levied on the sale or the products (or the delivery thereof) or measured by the purchase price hereunder (Seller price set forth on the front side of the invoice does not include such taxes, fees and charges). Exemption certificates must be presented prior to shipment if they are to be honored, otherwise appropriate taxes will be added to the invoices. Unless otherwise specified, payment and terms are Net 30 days from date of shipment. Only one invoice will be issued for each shipment at the time of shipment and Buyer will be responsible for payment within the stipulated payment terms of Net 30 days from the date of invoice regardless of any third party finance agreements that may exist now or may arise in the future. Shipping, handling, insurance and or taxes will be added to each invoice unless alternate terms have been accepted in advanced written consent by Seller. These charges are independent of all product and or software charges as provided in any quotation. Seller, at its discretion, may require reasonable advance assurances of payment through irrevocable bank letters of credit, or otherwise. All unpaid invoices shall bear interest at an amount equal to 1.5% of the outstanding balance per month (or the maximum rate of interest allowed to be contracted for by law, whichever is less), commencing upon the date payment is due. Buyer's failure to make timely payment may result in such action as commencement of proceedings for collection, revocation of credit, stoppage of shipment, delay or cessation of future deliveries, repossession of unpaid delivered goods and termination of any one or more sales or service agreements notwithstanding any net payment provisions specified on the invoice. Seller shall have no continuing obligation to deliver products on credit, and any credit approval may be withdrawn by Seller at any time and without prior notice. Seller retains (and Buyer grants to Seller by submitting a purchase order) a security interest in the products to secure payment in full and compliance with all sales agreements; Buyer agrees to execute any additional documents necessary to protect such security interest. In the event the sales invoice shall be placed by Seller in the hands of an attorney for the purpose of collection, with or without litigation, or for the purpose of enforcing Seller security interest in the products, the Buyer agrees to pay any and all reasonable costs incurred prior to, during, or subsequent to trial, and including, without limitation, collection, bankruptcy, or other creditor's rights proceedings. If a sale is to occur, or the product is to be shipped, outside of the United States, Buyer acknowledges and agrees that the amount due Seller is contracted in U.S. Dollars and that payment in U.S. Dollars is of the essence. Any payment by Buyer in local currency or the receipt by Seller of local currency as a consequence of enforcement procedures against Buyer will be deemed an authorization for Seller to use that local currency to purchase U.S. Dollars or, if such purchase is prohibited by local law, an authorization to purchase appropriate bonds or other instruments and export them from Buyer's country in order to convert the currency into U.S. Dollars and apply the proceeds to the payment of any amounts owed to Seller by Buyer. Any deficiency as a result of conversion of payment into U.S. Dollars shall by the responsibility of Buyer.
4. PRODUCT WARRANTY
All equipment from Seller will carry the Manufacturer's full warranty from the date shipped to the buyer. Equipment is integrated from new components, or equivalent to new components, and manufacturer standard warranty terms apply, unless the equipment is specifically identified by Seller as "used" or "refurbished". In addition, Seller will provide a replacement (subject to availability) for the product found to be defective within the first thirty days of shipment.
5. PRODUCT RETURNS
Return of products purchased hereunder, whether for stock balancing purposes, or because such products are claimed to be defective, shall be governed by the policies in Paragraph 5a below. Seller reserves the right to modify or eliminate such policies at any time. Although Seller policies may permit Buyer to return products claimed to be defective under certain circumstances, Seller makes no representations or warranties of any kind with respect to the products other than granted by Manufacturer as determined in Paragraph 4. SELLER HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST OR EXPENSE FOR BREACH OF WARRANTY. The right to return defective products, as previously described, shall constitute Sellers sole liability and Buyer's exclusive remedy in connection with any claim of any kind relating to the quality, condition, or performance of any product, whether such claim is based upon principle of contract, warranty, negligence of other tort, breach of any statutory duty, principle of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise. In the event Seller issues a return authorization to Buyer allowing Buyer to return product to Seller, Buyer will deliver the product to Seller address in the United States, if so required by Seller, and Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes) as well as import or customs duties, license fees and similar charges, however designed or levied on any replacement product to be shipped by Seller to Buyer. Buyer will be responsible for all freight and insurance costs to return product, unless agreed to otherwise in writing by Seller.
5a. PRODUCT RETURN POLICIES
Time frame for all return requests is seven working days from receipt of material. Non-integrated product must be in an unopened carton with the Seller or original Manufacturer's seal, or carton. Equipment that has been opened, used, or damaged in any way will not be eligible for return. Integrated product will be eligible for return if it does not meet the configuration specifications of the Buyer. Approval that the product does not meet the Buyer's specifications will be at the discretion of Total Tec Engineering Services.
DOA product is eligible for return only after it has determined that the product is defective. Used equipment is sold as isand will only be eligible for return if the product does not function as per the manufacturer's warranty or is DOA. Buyer will be responsible for all freight and insurance costs to return product, unless agreed to otherwise in writing by Seller.
6. LIMITATION OF LIABILITY
Seller SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE AGREEMENT TO SELL PRODUCT TO THE BUYER; OR PRODUCT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR FOR ANY DAMAGES OR SUMS PAID BY BUYER TO THIRD PARTIES, EVEN IF TOTAL TEC SYSTEMS, INC. HAS BEEN ADVISED OF POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE. NOTWITHSTANDING THE ABOVE, IF IT IS DETERMINED BY COURT ORDER OR BY ARBITRATION DECREE, THAT SELLER IS LIABLE TO PAY DAMAGES. SAID DAMAGES ARE LIMITED TO THE AMOUNT OF PURCHASE PRICE OF PRODUCT.
7. TRADE-INS
All trade-in hardware must be complete and fully functional at de-installation. Buyer has sixty days to return hardware unless an alternative time frame has been negotiated and made part of said purchase. De-installation charges and return charges are not included in this policy. Non-return charges for upgradeable products may be invoiced if such product is not returned in accordance with these terms and conditions of sale.
8. CANCELLATION OF EQUIPMENT OR SOFTWARE
Before Shipment:
HEWLETT PACKARD EQUIPMENT: Hardware and software orders may be cancelled within seven working days of placement of order without charge provided the product was unopened. If product has been opened for use in Integration or testing, there will be a minimum restocking charge of 15% charged to the Buyer.
OTHER EQUIPMENT:
Hardware and software orders may be cancelled within seven working days of placement of order. Unopened product will carry the restocking charge of supplier passed through to the Buyer. Opened product will be subject to the restocking charge of the supplier, PLUS a Handling fee of $100.
After Shipment:
No order may be cancelled after shipment for any reason. All such requests would have to be considered as a return for credit and governed by Total Tec Return for Credit Policy in place at time of purchase.
9. COMPLIANCE WITH U.S. EXPORT LAWS
The products are sold to Buyer for resale in the United States only. In the event Buyer delivers the products to a customer who may use the products outside the United States, Buyer acknowledges and shall advise it's customer that the products are controlled for export by the U.S. Department of Commerce and that the products may require authorization prior to export from the United States or re-export. Buyer agrees that it will not export, re-export, or otherwise distribute products, or direct products thereof, in violation of any export control laws or regulations of the United States. Buyer warrants that it will not export or re- export any products with knowledge that they will be used in the design, development, production, or use of chemical, biological, nuclear, or ballistic weapons, or in a facility engaged in such activities, unless Buyer has obtained prior approval from the U.S. Department of Commerce. Buyer further warrants that it will not export or re-export, directly or indirectly, any products to embargoed countries, including but not limited to: Cuba, Libya, North Korea, Iran, Iraq, Sudan, and Syria. Diversion of products contrary to U.S. law is prohibited.
Manufacturer's Restrictions: All products delivered to Buyer hereunder may have additional restrictions on their use required by Manufacturer. Buyer is solely responsible for ensuring its adherence to any and all such requirements.
10. SOFTWARE MANUFACTURER LICENSING TERMS
All products delivered to Buyer hereunder may have additional restrictions on their use required by the Manufacturer. Additionally the products may contain third party software, software meaning software programs and any accompanying instructions, documentation, technical data, images, recordings and other related materials. Use of this software is subject to the Manufacturers Software License Terms and Warranty Statement. Buyer should read all the terms of those agreements carefully. Software license means the Software license grant and general license terms and conditions of the Manufacturer. By use and acceptance of the product you agree to those Terms and Conditions and Software License Agreement.
11. GENERAL
These terms and conditions shall constitute the final, complete and exclusive agreement of the parties with respect to all sales by Seller to Buyer and shall supersede all prior offers, negotiations, understanding, and agreements. It is expressly agreed that no prior agreement or understanding, whether written or oral, shall contradict, modify, supplement, or explain the terms and conditions contained herein.
No additional or different terms or conditions, whether material or immaterial, shall become a part of any sales agreement unless expressly accepted in writing by an authorized officer of Seller. Any waiver by Seller of one or more of these terms and conditions or any defaults hereunder shall not constitute a waiver of the remaining terms and conditions or of any future defaults hereunder. No failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of rights hereunder. Any provision of these terms and conditions that is prohibited or unenforceable under the laws of the State of New Jersey shall be ineffective to the extent of such prohibition or unenforceability, without impairing or invalidating the remaining provisions of these terms and conditions. All sales agreements shall be deemed made in, and shall be governed by, the law of the State of New Jersey. The venue for any dispute arising out of any of these terms and conditions shall be the Superior Court, Middlesex County, New Jersey, U.S.A., or at Sellers option the court with the proper jurisdiction at the Buyer's location. Buyer agrees that it is subject to the jurisdiction of the Superior Court of Middlesex County, New Jersey, U.S.A. and agrees to accept service of process by certified mail return receipt required.
ALL SALES TRANSACTIONS EXCLUDE THE APPLICATION OF THE 1980 UNITED NATIONS CONVENTION ON CONTACTS FOR THE INTERNATIONAL SALES OF GOODS, IF OTHERWISE APPLICABLE.
Product and manufacturer names are manufacturer and publisher trademarks; registered trademarks and copyrights are used only for purposes of identification.
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