Unless otherwise expressly provided in writing with respect to a particular sale, all sales orders with INTERCOMP USA, INC. a Florida Corporation, are made in accordance with and subject to the following Terms and Conditions:
I. ORDERS
Orders shall be presented by the Buyer issuing a Purchase Order in writing or otherwise placing an order by electronic means suitable to Seller. Orders must identify the product, quantity, part numbers, descriptions, manufacturers, requested delivery dates and prices as quoted by the Seller.
II. PRICES
All prices shall be as specified by the Seller or by his representatives They may be changed at any time without notice. Written quotations are automatically valid for 30 days from the date quoted and are subject to change or termination with verbal notice during that period. All verbal quotations are good for 30 days and all quotations and prices are subject to adjustment with regards to specifications, quantities, shipment methods or other terms and conditions which are not part of the original price quotation. Due to fluctuating market conditions or circumstances beyond the Seller’s reasonable control prices and availability may not always be guaranteed. Prices are ORIGIN or EX-WORKS (Seller) and do not include city, state, and federal taxes, freight, handling and other similar charges, payment of which shall be the sole responsibility of the Purchaser. If INTERCOMP USA, INC. incurs any such tax or charge, Customer will promptly reimburse the same. The Purchaser is responsible for obtaining and providing to INTERCOMP USA, INC. any certificate of exemption or similar document required to exempt any sale from sales, use or similar tax liability.
III. DELIVERY
Unless otherwise specified, all sales are ORIGIN or EX-WORKS shipping point and the time of delivery shall be the time when the product is agreed to or requested for delivery at that location by the Purchaser or by a carrier for delivery to the Purchaser. Without in any way limiting the generality of paragraph X, we shall not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond our control, including, without limitation, acts of nature, unavailability of supplies or sources or energy, riots, wars, fires, floods, epidemics, lockouts, strikes and slowdown, delays in delivery by our suppliers, or acts or omissions of the Purchaser. Products on which delivery is delayed due to any cause within the Purchaser’s control may be placed in storage by us at the Purchaser’s risk and for its account. The Purchaser shall be liable for all costs and expenses incurred by us in holding or storing products for the Purchaser or at the Purchaser’s request.
IV. PAYMENT TERMS
Buyer shall pay for the goods in full, without offset or deduction within the time frame and in the manner specified on the invoice or the face of this contract. Unless otherwise expressly stated in writing, terms are “Net 30” subject to pre-qualifying approval by the INTERCOMP USA, INC. accounting department. Invoices are due and payable net 30 days from date of invoice. We reserve the right at any time to require full or partial payment in advance of shipment, or to revoke any credit previously extended, if, in our sole judgment, the purchaser’s financial condition does not warrant proceeding on the terms specified. Overdue payments shall be subject to finance charges computed at a periodic rate (to the extent permitted by law) of 2% per month (24% per annum)or the maximum rate permitted by law, whichever is greater.
V. PRODUCT ACCEPTANCE AND RETURNS
Orders which have been accepted by INTERCOMP USA, INC. may be canceled only with our prior written consent and upon terms that will fully indemnify us against loss. Inspection and acceptance of the Products shall be Buyer’s responsibility. Buyer is deemed to have accepted the Products unless written notice of rejection is received by Seller within 10 days after delivery of the Products specifying in detail the reason for non-acceptance. Buyer waives any right to rejection thereafter. Buyer shall report any discrepancy in quantities or damage within 10 days after delivery. No return of Product shall be accepted by Seller without a Return Material Authorization (RMA) number, which shall be issued by Seller at his sole discretion. Returned Products must be in original manufacturer’s shipping cartons complete with all packaging materials. All Products for return shall be returned freight prepaid in the manner specified in the “RMA”. If returned Products are claimed to be defective, a complete description of the defect must be included with the returned Products. Products are not, in any event, to be returned to INTERCOMP USA, INC. without our prior written authorization. Orders which are classified as a “Special Order”, “Non-Cancelable, “NCNR” or “Non-Returnable” are generally never permitted to be returned, with the exception of electrical or mechanical failure. A “special order” is classified as “non-stocking component or device not readily available”. We do reserve the right to charge a 20% restocking fee when applicable.
VI. TITLE
We reserve and the Purchaser grants to us, as their attorney in fact, a purchase money security interest in all products sold by INTERCOMP USA, INC. to Customer, and to all Products now or hereafter acquired by Customer and to any proceeds thereof, until purchase price and any other charges due us shall have been paid in full. Upon any default by Customer hereunder, INTERCOMP USA, INC. shall have all rights and remedies of a secured party under the Uniform Commercial Code, which rights and remedies shall be cumulative and not exclusive.
VII. LIABILITY TO RISK OR LOSS
Subject to paragraph V and to our right to stop delivery of products in transit, title to and risk of loss for products shall pass to the Purchaser upon the time of delivery to the Purchaser or to a carrier for shipment to the Purchaser.
VIII. INSTALLATION
Unless otherwise specified, INTERCOMP USA, INC. has no obligation to install any products sold or to place them in working order at the Purchaser’s premises.
IX. SPECIFICATIONS
All products are subject to manufacturers standard tolerances and specifications. We reserve the right to make substitutions and modifications in the specifications of any products provided that such substitutions or modifications do not materially affect the performance of the products or the purposes for which they can be used.
X. CLAIMS
All claims for nonconforming or defective products must be made in writing, stating specifically the nature of the defect within 30 days from delivery to the Purchaser. Any claims not made within that period shall be deemed waived and released. Our sole responsibility with respect to such claims shall be at our option, to repair or replace any product or component which we determine to be defective. In no event shall we be liable for any incidental or consequential damages due to any cause whatsoever. No suit or action shall be brought against INTERCOMP USA, INC. more than 60 days after the related cause of action has occurred.
The Foregoing constitutes our sole liability and the Purchaser’s sole remedy with respect to products sold by INTERCOMP USA, INC.. Except as thus provided, we disclaim all warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose.
XI. PATENTS
We assume no obligation or liability of any kind with respect to infringements or alleged infringements of United States or foreign patents, copyrights, trademarks or other proprietary rights arising out of the purchaser’s purchase, use, possession, sale or delivery of any products sold hereunder. The purchaser shall indemnify and hold us harmless from any and all claims, liabilities, damages, or expenses resulting from infringements or alleged infringements or United States or foreign patents, copyrights, trademarks or other proprietary specifications provided by the purchaser. No sale of any product shall be construed as granting to the purchaser any license or other right in or to any patent, copyright, trademark or other proprietary right applicable to the product.
XII. LIFE SUPPORT, HAZARDOUS AND CERTAIN OTHER APPLICATIONS
Products sold by INTERCOMP USA, INC. are not designed for use in safety, hazardous, nuclear, life support equipment and certain other devices or systems where malfunctions of such products can reasonably be expected to result in a personal injury. The Purchaser using Products sold by INTERCOMP USA, INC. in such applications does so at its own risk and agrees to fully indemnify us for any damages resulting in such improper use or sale.
XIII. EXPORT CONTROL
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 of the export and/or import control laws and regulations of other countries.
XIV. INTELLECTUAL PROPERTY
If an order includes software or other intellectual property, such Products are provided by Seller to Buyer subject to the copyright and user license, the terms and conditions of which are set forth in the license agreement accompanying such Products. 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 other than permitted by such license agreement.
XV. INDEPENDENT OBLIGATIONS
If any provision of this agreement is held invalid or unenforceable by a court of law or any agency of competent jurisdiction, the remaining provisions shall nevertheless remain valid.
XVI. LEGAL FEES
INTERCOMP USA, INC. has the right to collect from purchasers all reasonable costs and expenses incurred for breach of this agreement in the collection of any sums owed to us by Customer and we shall not be obligated to make any further deliveries to Customer. Such reasonable costs and expenses shall include, but not be limited to, reasonable legal fees.
XVII. BUYER’S TERMS
This is the only agreement between the parties. Any changes to this Agreement must be in writing approved by INTERCOMP USA, INC.
XVIII. GENERAL
If any provisions of this Agreement shall be deemed invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.