Terms and Conditions
Price & Payment Unless otherwise specified, the payment terms are COD. Envoy Data, at its sole discretion, extends NET 30 credit terms to qualified accounts. Credit card payments will not be accepted on quotes and/or invoices where Net Terms have been extended without prior written approval from Envoy Data Corporation.
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 any other similar charges, however designated or levied on the sale or delivery of the Products or measured by the purchase price paid for the Products. Envoy Data Corporation's prices set forth on the front side of the invoice do not include such taxes, fees and charges. Exemption certificates must be presented to Envoy Data Corporation prior to shipment if they are to be honored.
Product Returns
1) Defective Product Returns VAR may return to Distributor any defective product within 30 days of Customer’s purchase date. A defective Product is one that has been determined to be defective by our vendor and/or internal support specialists and the VAR must have a return authorization number (RMA) issued by the Distributor.
2) Money Back Guarantee Returns Distributor will honor a 30 Day Money Back Guarantee, which entitles a Customer to return a Product for any reason in it’s original packaging. Return authorization is subject to Distributor approval. Non-cancelable and non-returnable products are a not eligible for return. All returns not defective result in a 15% restocking fee.
Freight VAR will pay for freight for all Product shipments from Distributor to VAR and all Product return shipments to Distributor from VAR. In all cases VAR will be responsible for freight charges for defective product return shipments. The Party responsible for freight charges on any shipment will also assume the risk of loss on those goods once they are placed within the possession of a common carrier by the sender. In instances where product is drop shipped directly from the manufacturer to a ship to location provided by the VAR, the VAR is responsible for all shipping and handling charges as well as insurance.
Warranties OEM warrants that all Products are new and all Products and OEM-supplied promotional materials and copy comply in all respects with all applicable laws, rules, and regulations. Furthermore, OEM warrants that all Products are Year 2000 compliant meaning that they properly perform all date-related functions and neither performance nor functionality of the Products is or will be affected by dates prior to, during and after the Year 2000.
Disclaimer of Implied Warranties. Any warranty given by the manufacturer of a Product will be provided to VAR. Except for the express warranties set forth in this Agreement, Distributor provides no warranty relating to any Product, express or implied. DISTRIBUTOR DISCLAIMS ANY IMPLIED WARRANTY RELATING TO ANY PRODUCT, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Term and Termination This Agreement will remain in effect until terminated. Either Party may terminate this Agreement at any time, with or without cause, upon 60 days written notice. Neither Party shall be responsible to the other for any costs or damages resulting from termination.
Limitation of Liability Neither Distributor or VAR will be responsible for damages or other loss, including, but not limited to, indirect, special or consequential damages, arising out of, or related to, the furnishing, performance or use of the Product(s) provided under this agreement. In no event shall either Party’s liability for damages to the other for any cause whatsoever arising out of this agreement, regardless of the form of action, exceed the sum of all payments actually made to Distributor by VAR for the specific Product(s) that caused the damages or that are the subject matter of or are directly related to the cause of action.
Resale
a) Buyer acknowledges, represents and warrants that it currently complies with, and at all times shall comply with, and shall not act to contravene, relevant laws, codes, and regulations applicable to the purchase and sale of Products under these terms and conditions. Buyer further acknowledges and agrees that the goods, software, and technology subject to these terms and conditions are subject to the export control laws and regulations of the United States, including, but not limited to, the Export Administration Regulations ("EAR"), and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Asset Controls. Buyer shall not, without prior U.S. government authorization, export, re-export, or transfer any goods, software, or technology subject to these terms and conditions, either directly or indirectly, to any country subject to a U.S. trade embargo or to any resident or national of any such country, or to any person or entity listed on the "Entity List" or "Denied Persons List" maintained by the U.S. Department of Commerce or the list of "Specifically Designated Nationals and Blocked Persons" maintained by the U.S. Department of Treasury. In addition, any goods, software or technology subject to these terms and conditions may not be exported, re-exported, or transferred to an end-user engaged in activities related to weapons of mass destruction. Such activities include, but are not necessarily limited to, activities related to: (1) the design, development, production, or use of nuclear materials, nuclear facilities, or nuclear weapons; (2) the design, development, production, or use of missiles or support of missiles projects; and (3) the design, development, production, or use of chemical or biological weapons.
b) Buyer recognizes that some Product sales are limited to a specified territory and shall not sell Products outside that territory. Such sales may constitute copyright or trademark infringement. Products purchased by Buyer may also be subject to additional usage restrictions or authorizations imposed by the Product manufacturer or publisher. Buyer is responsible for ensuring compliance with any such restrictions or authorization.
Attorney’s Fees. In the event that suit is brought, or an attorney is retained by any party to this Agreement to enforce the terms of this Agreement or to collect any money due under this Agreement or to collect money damages for breach of this Agreement, the prevailing party shall be entitled to recover, in addition to any other remedy, reimbursement for reasonable attorneys fees, court costs, costs of investigation, and other related expenses incurred in connection with bringing such action.
Forum Selection. For purposes of any proceeding involving this Agreement or any obligation of either Distributor or VAR arising out of or in connection with this Agreement, VAR submits to the non-exclusive jurisdiction of the courts of the State of Arizona and of the United States having jurisdiction in Maricopa County, Arizona and agrees not to raise and waives any objection to or defense based upon the venue of any such court and any objection or defense based upon forum non conveniens. VAR agrees not to bring any action or other proceeding with respect to this Agreement or any obligation of either Distributor or VAR arising out of or in connection with this Agreement in any other court unless such courts of the State of Arizona and of the United States for the District of Arizona determine that they do not have jurisdiction in the matter.
Indemnification Each Party shall indemnify, defend and hold the other Party harmless from and against any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable attorneys fees, resulting directly or indirectly from any breach of this agreement by such Party and from any acts, omissions or misrepresentations by such Party in connection with the sale, installation or use of the Product(s).
General Terms Nothing in this Agreement shall be deemed to create an agency, partnership or joint venture between the Parties. This Agreement constitutes the entire agreement between the Parties and supersedes any prior communications, representations or agreements of any kind. This Agreement may not be modified except in a writing signed by both Parties. Inconsistent terms on purchase orders, invoices or other documents shall have no effect and are expressly rejected by Envoy Data. This Agreement shall be governed in accordance with the laws of the State of Arizona without regard to conflicts of laws principles. Failure to enforce or delay in enforcing any rights under this Agreement shall not be deemed to be a waiver or modification of such rights.