These terms and conditions of Sale will apply to all sales for goods, equipments and services by ABDIMS (ABD International Marketing & Services);(Seller) as well as by third party vendors and/or service providers of Seller. These terms and conditions take precedence over Buyer’s supplemental or conflicting terms and conditions to which notice of objection is hereby given. Neither Seller’s commencement of performance or delivery shall be deemed or construed as acceptance of Buyer’s supplemental or conflicting terms and conditions. ABDIMS’ failure to object to conflicting or additional terms will not change or add to the terms of this agreement. Buyer’s acceptance of the Products and/or Services from Seller shall be deemed to constitute acceptance of the terms and conditions contained herein. Seller objects to and rejects any provision additional to or different from the terms and conditions that may appear in Buyer’s purchase order, confirmation, writing, or later communication from Buyer to Seller, unless such provision is expressly agreed to by Seller in a writing signed by Seller.
Orders shall be initiated by Buyer issuing a Purchase Order or otherwise placing an order by electronics means acceptable to Seller. All purchase orders issued to Seller by Buyer shall be governed only by these terms and conditions notwithstanding any preprinted terms and conditions on Buyer’s purchase order. Orders may not be cancelled or rescheduled without Seller’s written consent. All orders must identify the products, part number, unit quantities & applicable prices. Seller may designate certain Products and Services as non-cancelable, non-returnable (“NCNR”) and the sale of such Products shall be subject to the special terms and conditions contained in Seller’s Customer Acknowledgement or NCNR Product Form, which shall prevail and supersede any inconsistent terms and conditions contained herein or elsewhere. All orders are subject to acceptance by Seller and shall be subject to these terms and conditions.
Price Quotations and Taxes
Price quotations shall automatically expire in thirty (30) days from the date issued, or unless otherwise stated in the quotation. Quotations contain proprietary information of Seller and are provided to Buyer solely for Buyer’s internal purposes. Buyer agrees to pay all applicable taxes.
Payment may be made by check, credit card or wire transfer (all fees are borne by the Buyer). If Buyer fails to make each payment when it is due, Seller reserves the right to change or withdraw credit and thereby suspend or cancel performance under any or all purchase orders or agreements in which Seller has extended credit to Buyer. Seller may invoice each shipment separately and each shipment shall be considered an individual and separate contract. Buyer shall be liable for costs of collection, including but not limited to recovery of attorney fees, court costs and in any action to collect past due amounts.
Credit Card Fee
Credit Card payments will incur a 3.5% credit card fee.
Delivery and Title
All deliveries will be made EXW (EX-WORKS) place of shipment. Title and risk of loss pass to the Buyer upon delivery of the Product to the carrier. Selection of the carrier and delivery route shall be made by Seller unless specified by Buyer. Buyer acknowledges that delivery dates provided by Seller are estimates only and Seller is not liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of the Seller, nor shall the carrier be deemed an agent of the Seller. A delayed delivery of any part of an Order does not entitle Buyer to cancel other deliveries. Buyer uses or sells the Products for use in any such applications: Buyer agrees that Seller and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use; Buyer acknowledges that such use or sale is at Buyer’s sole risk; and Buyer agrees to indemnify, defend and hold Seller and the manufacturer of the Products harmless from and against any and all claims, costs, damages, expenses, losses and liabilities arising out of or in connection with such use or sale.
Return of Product & Warranty for Defects
Return shipments will be accepted only if a “Return Material Authorization” is first obtained from Seller. Buyer may return products to Seller only with a return material authorization “RMA”. Buyer must notify Seller in writing of any damage to the outer packaging or the products, shortage, or other discrepancy (Visual Defect) within 30 days after receipt of the goods; otherwise, Buyer is deemed to have accepted the products and may not revoke acceptance. Defective or nonconforming goods may be returned to Seller only Seller is given an opportunity to conduct fully inspection and investigation of the goods. Merchandise must be returned in the original packaging and must conform to the instructions of the office that issued the aforementioned “RMA”. Seller provides no warranty whatsoever for merchandise sold to the purchaser or any assurances of its suitability for particular purposes, so far legally permissible. It agrees to transfer to the purchaser any transferable warranties that Seller has received from the manufacturer of the merchandise sold to the purchaser. To the extent the merchandise has a defect, Seller is entitled to correct the defect or provide a replacement. Buyer’s claim shall not exceed the purchase price paid by Buyer for the goods. Goods are warranted for a period of one year from the date of delivery.
This document (Terms & Conditions) constitutes the entire and final agreement between ABDIMS and Buyer with regard to subject matter herein and supersedes all other communications, representations and proposals.