The following terms and conditions shall apply to all sales by Supply Chain Services (the “Company”) to the purchaser (“Purchaser”) of any and all products (“Products”) and to all quotations and offers made by and purchase orders accepted by the Company. Any different or additional terms and conditions contained in any other document submitted by the Purchaser are hereby rejected. Neither the Company’s commencement of performance or shipment or delivery of product shall be deemed or construed as acceptance of any additional or different terms and conditions proposed by Purchaser. Purchaser agrees that all purchase orders placed by Purchaser, shall be governed by these terms and conditions, whether or not such terms and conditions accompany the Company’s shipment of products.
PURCHASE PRICE AND TAXES
The purchase prices for Products shall be the amounts set forth in the purchase order. Unless otherwise agreed in writing by the Company, such prices are exclusive of any applicable sales, use, excise, property or other federal, state, county, municipal, local or foreign taxes, value-added or other indirect taxes, customs duties, tariffs or other imposts, and any related penalties and interest (collectively, the “Taxes”). Purchaser shall pay when due any Taxes (other than any tax based solely on the net income of the Company) arising out of the transactions contemplated by this Agreement and shall indemnify and hold harmless the Company from any and all such Taxes. If Purchaser provides the Company with an exemption certificate in the form required by law, then that specific Tax will not be collected from Purchaser. If an exemption applied by the Company at the Purchaser’s request is found not to apply, then the Purchaser shall upon demand pay the Company the uncollected Tax immediately. The Company shall not issue credits for a Tax that is billed prior to the Company’s receipt of evidence of exemption.
TERMS OF PAYMENT AND DELIVERY
Except where otherwise provided herein or specified in writing by the Company (i) the terms of payment hereunder are net cash thirty (30) days from the date of the Company’s invoice, without deduction or setoff of any kind, (ii) all payments shall be made in United States dollars, and (iii) products shall be shipped to Purchaser F.O.B. shipping point, freight prepaid and added. Notwithstanding the foregoing, Purchaser will be charged COD unless the Company’s credit application has been completed and approved. Most major credit cards are accepted. An invoice will be forwarded at the time of shipment, and the Company shall use reasonable efforts to ship Products in accordance with the Company’s shipment schedule; provided, however, that all shipment and delivery dates are approximate. Shipments of Products are in all cases subject to availability, and partial shipments by the Company of quantities of Products requested in the relevant purchase order are permitted.
EXCEPT FOR CUSTOM LABELS, PRINTHEADS AND SOFTWARE, all other unused merchandise may be returned to the Company within 5 business days from date of shipment under the following conditions: 1) A Return Material Authorization (“RMA”) number is first obtained from the Company’s Customer Service Department prior to returning any qualified product, 2) All returned merchandise must be packaged in the original manufacturer’s box(s) and include all manuals, cables, warranty cards, static bags, and any other original documentation, 3) Returned items must be unused, clean and free of damage of any kind, 4) Product packaging must be new without markings or labels of any kind, and 5) Purchaser shall be responsible for any freight charges incurred in returning merchandise to the Company. A minimum restocking and recertification fee of 25% will be charged by the Company for any item returned. All merchandise is non-returnable to CORIDIAN after 15 days from date of shipment. ALL CUSTOM LABELS ARE SUBJECT TO OVER / UNDER RUNS OF 10%. EXACT QUANTITY RUNS MUST BE SPECIFIED AT TIME OF ORDER AND WILL INCUR AN ADDITION CHARGE; SALES OF CUSTOM LABELS, PRINTHEADS AND SOFTWARE ARE FINAL.
RISK OF LOSS
Anything herein or under applicable law to the contrary notwithstanding, Purchaser shall bear the risk of loss, deterioration or damage to the Products from the time they are placed by the Company in the possession of a carrier.
RESERVATION OF SECURITY INTEREST
The Company reserves and retains a security interest in the Products and the proceeds thereof until payment therefore in full has been made by Purchaser. These terms and conditions constitute a security agreement between Purchaser, as debtor, and the Company, as secured party, under the Uniform Commercial Code, and the Company has the rights and remedies of a secured party thereunder. Purchaser authorizes the Company to file financing statements and to do any other act or thing necessary or useful in perfecting the Company’s security interest in the Products and shall cooperate fully with the Company in this regard.
SERVICE FEE AND COLLECTION COSTS
Purchaser shall pay a delinquency and service fee of ten percent (10%) per annum on amounts due the Company, computed for each twenty-four (24) hour period during which payment remains in arrears.
The Company may demand immediate payment of any and all amounts owed by Purchaser to the Company hereunder or under another contract of sale between Purchaser and the Company, and cancel any previously accepted purchase order, by written notice to Purchaser, upon any material breach by Purchaser of this Agreement.
WARRANTIES AND PURCHASER’S REMEDIES
The Company transfers to Purchaser all warranties, if any, that the Company has received from the manufacturer only to the extent provided by the manufacturer and subject to all conditions of such manufacturer’s warranty. Should any Products be found not to conform with the manufacturer's warranty during the warranty period, Purchaser shall promptly notify the Company, and the Company shall, at its sole option, (i) contact the manufacturer and request that it provide to the Purchaser the remedy available from the manufacturer, if any; (ii) repair or replace the defective Product; or (iii) refund to Purchaser or issue a credit to Purchaser for the purchase price of the defective Product, to the extent the repair or replacement is an applicable remedy from the underlying manufacturer. The Purchaser must contact the Company for a Return Material Authorization (“RMA”) number before returning any Product for warranty repair.
DISCLAIMER OF WARRANTIES
THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE. EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, THE COMPANY DOES NOT MAKE ANY (AND EXPRESSLY DISCLAIMS) ALL WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ARISING BY USAGE OF TRADE OR COURSE OF DEALING, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND WARRANTY AGAINST INFRINGEMENT.
LIMITATION OF LIABILITY
THE COMPANY’S LIABILITY TO PURCHASER FOR DEFECTIVE OR NON-CONFORMING PRODUCTS, FOR DELAY IN SHIPMENT OR DELIVERY, OR FOR ANY OTHER BREACH OF THIS AGREEMENT, SHALL BE LIMITED TO ITS OBLIGATIONS AS STATED IN THIS AGREEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PURCHASER EXPRESSLY AGREES THAT THE COMPANY SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS OR LOSS OF GOOD WILL, WHETHER CLAIMED UNDER CONTRACT, TORT, INDEMNITY OR ANY OTHER LEGAL THEORY.
PURCHASER EXPRESSLY AGREES THAT UNDER NO CIRCUMSTANCES SHALL THE COMPANY’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR ANY SALE HEREUNDER (INCLUDING BUT NOT LIMITED TO ANY WARRANTY CLAIMS HEREUNDER) EXCEED THE TOTAL AMOUNT THAT PURCHASER PAYS TO THE COMPANY HEREUNDER FOR THE PURCHASE OF THE PRODUCT THAT IS THE SUBJECT OF SUCH LIABILITY.
Any action for breach herein or any other action otherwise arising hereunder must be commenced within twelve (12) months after the cause of action accrues, or such action shall be deemed barred.
PURCHASER’S REMEDIES EXCLUSIVE
The Purchaser’s remedies set forth herein shall be the sole and exclusive remedies of purchaser and the Company’s sole and exclusive liability.
Purchaser shall hold the Company harmless against any expense or liability from claims of unfair competition or infringement or contributory infringement of any patents, trademarks or copyrights related to Products sold hereunder or to Purchaser’s use of any Product in combination with products not supplied by the Company.
The Company shall be excused from liability for unusual delays or failure to deliver or fill any Purchase Order where caused by acts of God, fires, floods, strikes, work stoppages, pandemics, accidents, allocations or other controls, or regulations, including export or import regulations of any foreign or U.S. federal, state or local government, shortage of trucks or any other means of transportation, fuels, materials or labor, or any other cause beyond the Company’s reasonable control, whether or not similar in kind or class to those mentioned.
Any dispute or difference between the parties pertaining to these terms and conditions may be referred to arbitration and shall upon and after such reference be finally settled by arbitration to be held at Minneapolis, Minnesota in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The terms and conditions shall be construed and enforced pursuant to laws of the State of Minnesota, U.S.A., exclusive of the laws relating to conflict of laws. In the event of any arbitration, litigation or other dispute arising as a result of or by reason of these terms and conditions, the prevailing party in any such dispute shall be entitled, in addition to any other damages assessed, to its reasonable attorneys’ fees and all other costs and expenses incurred in connection with settling or resolving such dispute. A waiver by either party hereto of any term or condition hereof shall not be construed as a waiver or modification of any other term or condition hereunder or any other contract governing this contract. No rights or remedies are waived or modified by the Company unless expressly waived in writing by the Company. If any part of this Agreement is held void or unenforceable, such part shall be treated as severable, leaving valid the remainder. The Company’s remedies herein provided shall be cumulative and in addition to any other or further remedies provided by law or equity.