TERMS AND
CONDITIONS OF SALE
Last Updated: 6-15-98
These terms and conditions of sales which will apply to all invoices
are the terms and conditions upon which Tecord, Inc. (TECORD)
makes all sales. TECORD will not accept any other terms and conditions
of sale. Unless Buyer and TECORD have executed a master contract
which
Specifically supersedes and replaces these terms and conditions,
acceptance of all purchase orders is expressly made conditional
upon Buyer's assent expressed or implied to the terms and conditions
set forth herein without modification or addition.
1.
ACCEPTANCE
Buyer's acceptance
of these terms and conditions shall be indicated by any of the
following, whichever first occurs: (a) Buyer's making of
an offer to purchase Product from TECORD; (b) Buyer's written
acknowledgment hereof; (c) Buyer's acceptance of any shipment
of any
part of the items specified for delivery (the "Products");
or (d) any other act or expression of acceptance by Buyer. TECORD
acceptance 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 (whether oral or in
writing) which is inconsistent with or in addition to the terms
and conditions
set forth hereon is objected to and is hereby rejected by TECORD.
TECORD silence or failure to respond to any such subsequent or
different term, condition or proposal shall not be deemed to be
TECORD acceptance or approval thereof.
2.
DELIVERY
Unless otherwise
agreed in writing, delivery shall be made in accordance with TECORD
shipping policy in effect on the date of shipment.
All risk of loss or damage with respect to the Products shall
pass to Buyer upon delivery by TECORD to the carrier or Buyer's
representative at TECORD warehouse or plant. Delivery is subject
to the payment provisions set forth herein and to TECORD receipt
from Buyer of
all necessary information and documentation from Buyer including
all import certificates, exemption and/or resale certificates,
licenses
and other documents as may be required from Buyer for export of
the Product. Buyer shall promptly notify TECORD, in no event later
than five
(5) business days after delivery, of any claimed shortages or
rejection 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. TECORD shall not be liable
for any shipment delays beyond the reasonable control of TECORD
which affect TECORD or any of TECORD suppliers, including, but
not limited to, delays caused by unavailability or shortages of
Products from TECORD suppliers; natural disasters, acts of war;
acts or omissions of Buyer; fire, strike, riot, or governmental
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.
Title of products is not transferred to the customer until they
are paid
in full. Any failure to pay for product will result in the customer
shipping the products back to TECORD and restocking, damage, and
shipping
charge will be paid by the customer.
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 of the Products (or the delivery
thereof) or measured by the purchase price paid for the Products.
(TECORD prices set forth on the front side of the invoice do not
include
such taxes, fees and charges.) Exemption certificates must be
presented prior to shipment if they are to be honored. Unless
otherwise
specified, payment terms are COD. TECORD, 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 1-1/2% 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
agreements. Notwithstanding any "net" payment provisions
specified on the invoice, TECORD shall have no continuing obligation
to deliver Products on credit, and any credit approval may be
withdrawn by TECORD at any time and without prior notice. TECORD
retains (and Buyer grants to TECORD by submitting a purchase order)
a security interest in the Products to secure payment in full
and compliance herewith, and Buyer agrees to execute any additional
documents necessary to perfect such security interest. In the
event the sales invoice shall be placed by TECORD in the hands
of an attorney for the purpose of collection, with or without
litigation, or for the purpose of enforcing TECORD security
interest in the Products, the Buyer agrees to pay any and all
costs associated with such placement, including, without limitation,
attorney's fees and 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 TECORD 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 TECORD of
local currency as a consequence of enforcement procedures against
Buyer
will be deemed an authorization for TECORD 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 the 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 TECORD by Buyer. Any deficiency as a result
of
conversion of payment into U.S. Dollars shall be the responsibility
of Buyer.
4.
PRODUCT RETURNS
a) Claim for
any discrepancy or defective merchandise must be made within 5
days from the time of shipment from Tecord, Inc. No return
will be accepted without prior authorization. After 5 days all
sales are final.
b) If you need
to make a return, simply call or fax our Customer Support Department
between 9am and 5pm Monday through Friday and ask
for a Return Material authorization (RMA). No merchandise may
be returned without an RMA number and must be received within
10 days.
c) To process
your return, you MUST have the following information included
with the return. Copy of the Invoice the item was purchased
on, Quantity for Return, Serial Number, and Reason for Return
(include the exact nature of any problem). No repair will be performed
on merchandise not accompanied by an RMA number.
d) Any product
returned without an RMA or not in proper condition will be refused
or shipped back to your company and you will be charged for
all shipping/handling cost. Therefore, it is very important that
the return is inspected by someone with appropriate product knowledge
to
ensure that the product is complete and the exact problem is determined.
Any RMA shipped to Tecord That is deemed "No Problem Found"
will be charged a fee of $30.
e) All merchandise
returned for credit must be returned in it original manufacturer's
box, sealed with ALL manuals and Spare Parts, and in
"resellable condition". (See J)
f) We cannot
accept credit returns on Special Orders, Software, Memory or CPU's.
g) All merchandise
ready for shipping or release from RMA department must be picked
up or shipped within 45 days of reception of ready notice.
After this time it becomes the property of Tecord, Inc.
h) All RMA
MUST be released from Tecord by the accounting department before
shipment/pick-up will be permitted.
i) ALL notebooks
MUST be shipped with a battery and the power cord. Any notebook
received without these items will be shipped back to you and the
shipping charges billed to you.
j) Due to changes
in Compaq's own return policies as of May, 15 1998 TECORD standard
Return Polices do not apply to any Compaq items.
We will not except Dead On Arrival (DOA) returns on any Compaq
item. In addition, we will not except cancellation or changes
on any Compaq
items. There will be no refunds on any order for Compaq items.
k) Return of
Products purchased hereunder, whether for stock balancing purposes
or because such Products are claimed to be defective, shall
be governed by TECORD Product Return policies as set forth above
thereto in effect on the date of the invoice, or as otherwise
provided
by TECORD to Buyer in writing. TECORD reserves the right to modify
or eliminate such policies at any time.
Although TECORD policies may permit Buyer to return Products claimed
to be defective under certain circumstances, TECORD makes no
representations or warranties of any kind with respect to the
Products. TECORD 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. TECORD 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
TECORD 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 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. In the event TECORD issues a return authorization
to Buyer allowing Buyer to return Product to TECORD,
Buyer will deliver the Product to TECORD address in the United
States, if so required by TECORD, 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 designated or levied
on any replacement Product to be shipped by TECORD to Buyer.
5.
LIMITATION OF LIABILITY
TECORD 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 BUYER
OR THE 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 TECORD 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.
6.
GENERAL
These terms
and conditions shall constitute the final, complete and exclusive
agreement of the parties with respect to all sales
by TECORD to Buyer and shall supersede all prior offers, negotiations,
understanding and agreements. Unless Buyer and
TECORD have executed a master contract which specifically supersedes
and replaces the terms and conditions herein, it is
expressly agreed that no prior or contemporaneous 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 TECORD in the United States. Any waiver by TECORD 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 Florida 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 laws of the State of Florida. The venue for any disputes
arising out of any sales agreement shall be, at TECORD sole and
exclusive option, Dade County, Florida or the courts with
proper jurisdiction at Buyer's location. ALL SALES TRANSACTIONS
EXCLUDE THE APPLICATION OF THE 1980 UNITED
NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF
GOODS, IF OTHERWISE APPLICABLE.
Product and
manufacturer names are manufacturer and publisher trademarks,
registered trademarks and copyrights, and are used
only for purposes of identification.
