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The following are the terms and conditions ("Terms
and Conditions") for the sale of products
("Products") by
Allied Enterprises
. ("Allied
Enterprises")
to
Allied Enterprises
customers ("Customers").
1. ACCEPTANCE AND CANCELLATION OF ORDERS
All orders are subject to acceptance by Allied
Enterprises in writing by a duly authorized agent of
Allied Enterprises;
any written acknowledgement of receipt of an order
shall not, in and of itself, constitute such
acceptance. Orders accepted by
Allied Enterprises
may be cancelled by Customer upon written consent of
Allied Enterprises
and provided such order is not "NC/NR" or
"Non-Cancelable/Non-Returnable" ("Non-Standard
Products") or governed by a Purchase Agreement
Letter. Non-Standard Products are defined as
Products which are special orders, custom orders,
orders for non-standard products, products not
customarily in stock or orders for value-added
products. Non-standard products are non-cancelable
and non-refundable. In the event of cancellation or
other withdrawal in 30 days of an order for any
reason and without limiting any other remedy which
Allied Enterprises
may have as a result of such cancellation or other
withdrawal, reasonable cancellation or restocking
charges, which shall include all expenses than
incurred and commitments made by
Allied Enterprises
shall be paid by Customer to
Allied Enterprises
Customer requests to reschedule are subject to
acceptance by
Allied Enterprises
in its sole discretion. Orders may not be canceled
or rescheduled after the order has been submitted by
Allied Enterprises
to the shipment carrier.
Allied Enterprises
reserves the right to allocate sales and limit
quantities of selected Products among its customers
in its sole discretion. Product specifications and
availability are subject to change without prior
notice.
1a. Returns
Customer must notify
Allied Enterprises
within 10 days from date of shipment of any
defective product. (See
Allied Enterprises
LIMITED WARRANTEE for further information.) Returns
are normally accepted when completed within 30 days
of the ship date. If
Allied Enterprises
agrees to accept a return, return freight charges
must be prepaid by customer. We will not accept COD
shipments. Some products may require that they be
returned directly to the manufacturer. Contact a
sales representative for a return authorization
number and addressing instructions prior to
returning product. The forgoing statements
concerning Returns do not apply to
Special Order,
NON-CANCELABLE/NON-RETURNABLE PRODUCTS. (See the
NON-CANCELABLE/NON-RETURNABLE PRODUCTS section in
these terms.)
2. PRICES
Orders are billed at the prices (in US dollars) in
effect at the time of shipment. Prices will be as
specified by
Allied Enterprises
and will be applicable for the period specified in
Allied Enterprises
quote. If no period is specified, quoted prices will
be applicable for thirty (30) days. The catalog and
web sites reflects the latest pricing information
available at the time of printing. Prices shown in
the catalog and web sites are subject to change
without notice. Prices are subject to increase in
the event of an increase in
Allied Enterprises
costs or other circumstances beyond
Allied Enterprises
reasonable control. If Customer does not purchase
the quantity upon which quantity prices are based,
Customer will pay the non-discounted price for the
quantity actually purchased and/or a cancellation or
restocking fee. 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,
document fees and import duties.
3. TERMS OF PAYMENT
All payments must be in US Dollars.
For Domestic Orders
Credit cards accepted are major credit cards,
purchase cards and major bank debit cards. Payment
via net thirty (30) days is available to qualified
businesses, schools and agencies or as otherwise
specified by
Allied Enterprises
For International Orders
Credit Card billing information must be verified on
new customers prior to shipping the order. Outside
of North America there is a $10 banking fee charged
on orders less than $200. Prepaid Wire Transfer: You
can wire the funds to our bank listed at the
beginning of the Terms and Conditions. We will
contact you with the total amount which will include
shipping charges and a $30 wire transfer fee. We
will reserve stock for your order for 48 hours on
orders awaiting funds. Orders will be canceled after
20 business days if funds have not been received.
Customer is responsible for duties and taxes.
3.1 TERMS OF PAYMENT
For All Orders
Customer agrees to pay the entire net amount of each
invoice from
Allied Enterprises
pursuant to the terms of each such invoice without
offset or deduction. Orders are subject to credit
approval by
Allied Enterprises,
which may in its sole discretion at any time change
the terms of Customer's credit, require payment in
cash, bank wire transfer or by official bank check
and/or require payment of any or all amounts due or
to become due for Customer's order before shipment
of any or all of the Products. If
Allied Enterprises
reasonably believes that the Customer's ability to
make payments may be impaired or if Customer fails
to pay any invoice when due,
Allied Enterprises
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, and
Customer will remain liable to pay for any Products
already shipped and all Non-Standard Products
ordered by Customer. Customer agrees to submit such
financial information as
Allied Enterprises
may reasonably require for determination of credit
terms and/or continuation of credit terms. 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
Allied Enterprises
against any obligation owing by Customer to
Allied Enterprises
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
Allied Enterprises
The acceptance by
Allied Enterprises
of such check will not constitute a waiver of
Allied Enterprises
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
twenty four (24%) percent or such lower rate as may
be the maximum permitted by law. If Customer fails
to make payment when due,
Allied Enterprises
may pursue any legal or equitable remedies, in which
event
Allied Enterprises
will be entitled to reimbursement for costs of
collection and reasonable attorneys' fees. There is
a $25.00 service charge on all returned checks.
4. SALES TAX
When required by law
Allied Enterprises
will collect Federal, State and/or Local sale, use,
excise and other taxes which 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 they are
tax exempt and
Allied Enterprises
has a valid signed tax exemption certificate on
file.
5. DELIVERY AND TITLE
All shipments by
Allied Enterprises
are F.O.B. point of shipment from
Allied Enterprises
facility and the amount of all transportation
charges will be paid to
Allied Enterprises
by
the Customer in addition to the purchase price of
the Products. Subject to
Allied Enterprises
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.
Allied Enterprises
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
Allied Enterprises
are estimates only and that
Allied Enterprises
will not be liable for failure to deliver on such
dates. Selection of the carrier and delivery route
will be made by
Allied Enterprises
unless specifically designated by Customer.
Allied Enterprises
reserves the right to make deliveries in
installments. Delay in delivery of one installment
will not entitle Customer to cancel any other
installment(s). International deliveries or special
orders can not be canceled. Delivery of any
installment of Products within thirty (30) days
after the date requested will constitute a timely
delivery. Delivery of a quantity which varies from
the quantity specified shall not relieve Customer of
the obligation to accept delivery and pay for the
Products delivered.
6.
Allied
Enterprises
LIMITED WARRANTY
Allied Enterprises
agrees to transfer to Customer whatever transferable
warranties,
Allied Enterprises
receives from the manufacturer of products sold to
Customer.
Allied Enterprises
makes no other warranty, express or implied, with
respect to the Products. IN PARTICULAR,
Allied Enterprises
MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF
THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE OR USE OR RESPECTING
INFRINGEMENT.
Allied Enterprises
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
Allied Enterprises
election, and such remedies shall be exclusive and
in lieu of all others. Customer must notify
Allied Enterprises
within 10 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
Allied Enterprises
remedies, with respect to defective or nonconforming
products, are solely and exclusively as stated
herein. Further, no warranty will apply if the
Product has been subject to misuse, static
discharge, neglect, accident or modification, or has
been soldered or altered in any way.
7b. PRODUCT COUNTRY OF ORIGIN
Allied Enterprises
maintains Country of Origin information on all
products in our inventory. This information is
provided to customers on product labels and on
product shipping documents. This information is
based on manufacturer-provided information according
to US Treasury, US Customs Regulations. Our
manufacturers do not provide
Allied Enterprises
with the country of origin of each raw material or
sub-component that is incorporated into the
Manufacturer's final product.
8. LIMITATION OF LIABILITIES
IN NO EVENT SHALL
Allied Enterprises
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, installations or removal costs, costs of
substitute products, property damage, personal
injury, death or legal expenses. Customer's recovery
from
Allied Enterprises
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
Allied Enterprises
HARMLESS FROM ANY CLAIMS BROUGHT BY ANY PARTY
REGARDING PRODUCTS SUPPLIED BY
Allied Enterprises
AND INCORPORATED INTO THE CUSTOMER'S PRODUCT.
9. PRODUCT SAFETY NOTICE AND RESTRICTIONS
Products are intended for commercial use only.
Products are traceable at the manufacturer's level
only. There is no lot level traceability.
Allied Enterprises
does not determine the specifications; conduct any
performance or safety testing of any products that
it sells. Specification sheets provided to customers
are produced by the manufacturer or transcribed from
information provided by the manufacturer.
Allied Enterprises
does not participate in any product safety
engineering, product safety review or product safety
testing.
Allied Enterprises
cannot provide any safety testing, safety evaluation
or safety engineering services. Products sold by
Allied Enterprises
are not designed, intended or authorized for use in
life support, life sustaining, human implantable,
nuclear facilities, flight control systems, or other
applications in which the failure of such Products
could result in personal injury, loss of life or
catastrophic property damage. If Customer uses or
sells the Products for use in any such applications:
(1) Customer acknowledges that such use or sale is
at Customer's sole risk; (2) Customer agrees that
Allied Enterprises
and the manufacturer of the Products are not liable,
in whole or in part, for any claim or damage arising
from such use; and (3) CUSTOMER AGREES TO
INDEMNIFY, DEFEND AND HOLD
Allied
Enterprises
AND THE MANUFACTURER OF THE PRODUCTS HARMLESS FROM
AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES,
COSTS, EXPENSES AND LIABILITIES ARISING OUT OF OR IN
CONNECTION WITH SUCH USE OR SALE.
10. 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 and
Allied Enterprises
shall have no responsibility or liability for the
content or use of such statements or advice.
Allied Enterprises
Technical support is provided by telephone and
therefore extremely limited in scope which prevents
us from the direct participation in the design of
any customer products. We do not conduct product
suitability studies or engineering reviews of
products that we sell nor for the final product that
a customer produces.
11. NON-CANCELABLE/NON-RETURNABLE PRODUCTS
From time to time, Seller will notify Buyer of a
product that is
Special Order
"NC/NR",
(Non-Cancelable/Non-Returnable) upon determining
that an order requires such conditions of sale.
Buyer understands that "NC/NR" products are obtained
by
Allied Enterprises
from the manufacturer specifically for the buyer.
Irrespective of circumstances the buyer agrees that
"NC/NR" products may not be cancelled, returned or
re-scheduled by the buyer without the agreement of
the
Allied Enterprises
supplier and the written consent of
Allied Enterprises
12. INTELLECTUAL PROPERTY
If an order includes software or other intellectual
property, such software or other intellectual
property is provided by
Allied Enterprises
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.
Unopened software maybe returned for credit. Opened
software may not be returned unless defective
13. FORCE MAJEURE
Allied Enterprises
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, fire,
strikes, floods, severe weather conditions, computer
interruptions, terrorism, epidemics, quarantine
restrictions, riots, or war.
Allied Enterprises
time for delivery or performance will be extended by
the period of such delay or
Allied Enterprises
may, at its option, cancel any order or remaining
part thereof without liability by giving notice to
Customer.
14. EXPORT CONTROL
Allied Enterprises
is committed to compliance with all U.S. Export
Regulations and Laws.
Allied Enterprises
will not sell or ship to countries embargoed by the
U.S. Treasury Office of Foreign Asset Control (OFAC).
Allied Enterprises
will not sell or ship to individuals or
organizations identified by the U.S. Treasury as
Specially Designated Nationals and Blocked Persons.
Allied Enterprises
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).
Allied Enterprises
will not seek export licenses pursuant to Export
Administration Regulations.
Allied Enterprises
participates in the BIS Export Enforcement and OFAC
transaction reporting. Further,
Allied Enterprises
prohibits the re-export, brokering or transshipment
of it's 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 and 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.
15. GENERAL
The Terms and Conditions may not be modified or
cancelled without
Allied Enterprises
written agreement. Accordingly goods furnished and
services rendered by
Allied Enterprises
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 effecting
the purchase and/or sale of Products.
Notwithstanding any terms and conditions on
Customer's order, the information and conditions on
the Credit Application are controlling over Customer
and
Allied Enterprises.
Any conflicting statements or terms listed on the
Customer purchase orders, invoice, confirmations or
other Customer generated documents ("Customer
Documents") whether heretofore or hereafter
submitted are negated by submission of the Credit
Application and the issuance of credit by
Allied Enterprises,
and all different or additional terms and conditions
contained in any Customer Documents are hereby
objected to by
Allied Enterprises.
Allied Enterprises
performance of any contract is expressly made
conditional on Customer's agreement to
Allied Enterprises
Terms and Conditions of Sale, unless otherwise
specifically agreed in writing by
Allied Enterprises.
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
Allied Enterprises.
The obligations, rights, terms and conditions hereof
will be binding on the parties hereto and their
respective successors and assigns. The waiver of any
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 Florida and
the applicable laws of the United States.
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