Allied Inventory Systems, Inc.
Terms and Conditions of Sale
These Terms and Conditions of Sale apply to all sales made by Allied Inventory Systems, Inc.
1. Acceptance
BY REQUESTING A QUOTE FROM SELLER OR PRESENTING AN ORDER OR OFFER TO PURCHASE TO SELLER, BUYER CONFIRMS THAT THESE TERMS AND CONDITIONS SHALL GOVERN ALL PURCHASE OF GOODS AND SERVICES, AND THAT NO CHANGES OR ADDITIONAL OR DIFFERENT TERMS - EVEN IF STATED ON BUYER’S RFQ OR PURCHASE ORDER - SHALL APPLY UNLESS SIGNED IN WRITING BY SELLER’S GENERAL COUNSEL. SELLER OBJECTS TO AND REJECTS ANY TERMS BETWEEN BUYER AND ANY THIRD PARTY (INCLUDING BUYER’S CUSTOMER) AND NO SUCH TERMS, INCLUDING GOVERNMENT REGULATIONS OR “FLOWDOWN” CLAUSES SHALL BE INCORPORATED INTO ANY ORDER FROM BUYER TO SELLER, UNLESS AGREED TO IN WRITING BY AN AUTHORIZED REPRESENTATIVE OF SELLER
2. Prices and Taxes
All prices are quoted in USD and are exclusive of tariffs and taxes that may apply to the Order. Buyer agrees that it is their responsibility to review the Sales Order Confirmation provided by Seller and immediately note any concerns with materials, pricing, or terms to Seller. It is Buyer’s responsibility to maintain a current, valid tax exemption certificate on file with Seller at all times if Buyer wishes to purchase goods free of tax.
3. Payment
Payment terms for each Order shall be specified in the Sales Order Confirmation provided by Seller. Retainage or offset rights shall not apply, and Buyer shall not hold back any retainage from Seller, even if retainage is part of any contract between Buyer and another party. Buyer’s payment obligations to Seller are not contingent on Buyer’s ability to obtain funds from another party. If Buyer does not may timely payment, Seller may suspend performance on all of Buyer’s open Orders. Buyer agrees to pay a charge on all amounts past due at the rate of 1.5% per month (18% per year) or the maximum lawful rate, wihchever is less. In the event of nonpayment, Buyer agrees to pay Seller’s reasonable attorney fees and court costs, if any, incurred by Seller to collect payment and interest charges.
4. Title and Risk of Loss or Damage
All sales are FOB point of shipment, and Buyer takes and assumes responsibility for risk of loss or damage at the point of shipment for such sales. Claims for goods damaged in transit are Buyer’s sole responsibility when not delivered by Seller in Seller’s truck.
5. Quotations
All Quotations expire 10 days from the date of quotation unless expressly noted otherwise on the quotation. This time limit applies even if Buyer uses the quotation to submit a job or project bid to another party. All prices and lead times quoted are subject to prior sale and our suppliers’ on-time delivery.
6. Assignment
An Order shall not be assigned by either party without the express written consent of the other.
7. Time for Inspections, Return of Products, and Order Cancellation
Buyer shall have a maximum of 10 calendar days from receipt of goods to make all inspections it deems appropriate. All claims, including for shortages and quality issues, must be made within this 10 calendar day window and must state with particularity all material facts concerning the claim known to Buyer. Failure by Buyer to give notice within the 10 day inspection period shall constitute unqualified acceptance of such goods by Buyer, and no claims may be made after this inspection period.
In the event that goods must be sent back to Seller for evaluation or return, all shipment charges are Buyer’s responsibility. All returned goods must be returned to seller with lot traceability in tact, unmixed, and in the original shipment packaging in which they arrived. Returns and refunds shall be denied in the event of Buyer’s failure to maintain traceability or return of items in packaging other than the original packaging. Restocking fees for non-defective goods may apply up to 100% for returned materials, and will be determined at the time of return.
All orders are firm and final once Buyer’s Purchase Order is confirmed by Seller. Items are non-cancellable and non-returnable unless noted otherwise in writing on Seller’s Sales Order Confirmation.
8. Product Use and Safety
Seller does not guarantee or warrant that the goods it sells conform to any plans and specifications, or for Buyer’s intended use. When plans and specifications are involved, Buyer is solely responsible for verifying Seller’s interpretations of such plans and specifications, and it is Buyer’s sole responsibility to assure that Seller’s goods will be accepted on any specific job. when Seller offers substitute goods on any proposal, Buyer is solely responsible for confirming their acceptability.
9. Delivery Estimates, Time Not of the Essence
Where Seller provides delivery dates to Buyer in Quotations and Sales Order Confirmations, all such dates are estimates of Seller’s soonest ability to ship goods and are not guarantees to ship or deliver on such dates. Buyer understands that Seller will make its best reasonable efforts to ship goods on the estimated dates, but that lead time delays may occur for a variety of reasons and may impact the actual dates of shipment. Time is not of the essence to Buyer with respect to the estimated shipment dates provided by Seller. Seller shall not be liable for delays in delivery or in performance or failure to manufacture or deliver due to causes beyond its reasonable control such as: acts of God, acts of the Buyer, acts of civil or military authority, priorities, fires, strikes or other disturbances, floods, epidemics, war delays in transportation or car shortage or inability to obtain necessary labor, materials, components or manufacturing facilities. In the event of such delay, the date of delivery or of performance shall be extended for a period equal to the time lost by reason of delay.
10. Excusable Delays
Seller shall have no liability if its performance is delayed or prevented by causes beyond its reasonable control, including, without limitation, acts of nature, labor disputes, government priorities, transportation delays, insolvency or other inability to perform by Seller’s vendor, or any other commercial impracticability. In the event of any such delay, the date of delivery or performance shall be extended for a period equal to the time lost by reason of the delay. Should shipments be held or stored beyond the delivery date for convenience of Buyer, Seller may, at its option, assess reasonable charges for any expense incident to such delay.
11. WARRANTIES AND LIMITATIONS OF WARRANTIES
(a) SELLER’S WARRANTIES: Seller warrants that all Goods sold are new and, upon payment in full by Buyer of the Goods, free and clear of any security interests or liens. Buyer’s exclusive remedy for breach of such warranties shall be replacement with a new product or termination of any security interests or liens. Seller is a distributor and not a manufacturer and makes no independent warranties other than those set forth herein.
(b) VENDOR’S WARRANTIES: Seller shall also assign to Buyer any Vendor warranties and/or remedies provided to Seller by its Vendor.
(c) INTELLECTUAL PROPERTY INFRINGEMENT: SELLER DISCLAIMS ANY AND ALL WARRANTIES AND/OR INDEMNIFICATIONS AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY NATURE. SELLER SHALL, IF GIVEN PROMPT NOTICE BY BUYER OF ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT WITH RESPECT TO ANY GOODS SOLD HEREUNDER, REQUEST THE MANUFACTURER TO GRANT FOR THE BUYER SUCH WARRANTY OR INDEMNITY RIGHTS AS THE MANUFACTURER MAY CUSTOMARILY GIVE WITH RESPECT TO SUCH GOODS.
(d) LIMITATIONS: THERE ARE NO OTHER WARRANTIES WRITTEN OR ORAL, EXPRESS, IMPLIED OR BY STATUTE. NO IMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE APPLIES. NO REPAIR OF GOODS OR OTHER COSTS ARE ASSUMED BY SELLER UNLESS AGREED TO, IN ADVANCE, IN WRITING.
12. LIMITATIONS OF LIABILITY
UNLESS APPLICABLE LAW OTHERWISE REQUIRES, SELLER’S AND ANY VENDOR’S TOTAL LIABILITY TO BUYER, BUYER’S CUSTOMERS OR TO ANY OTHER PERSON, RELATING TO ANY PURCHASES GOVERNED BY THESE TERMS & CONDITIONS, FROM THE USE OF THE GOODS FURNISHED OR FROM ANY ADVICE, INFORMATION OR ASSISTANCE PROVIDED BY SELLER (BY ANY METHOD, INCLUDING A WEB SITE), IS LIMITED TO THE PRICE OF THE GOODS GIVING RISE TO THE CLAIM. NEITHER SELLER NOR ITS VENDORS SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, CONSEQUENTIAL OR PENAL DAMAGES (INCLUDING, BUT NOT LIMITED TO BACKCHARGES, LABOR COSTS, COSTS OF REMOVAL, REPLACEMENT, TESTING OR INSTALLATION, LOSS OF EFFICIENCY, LOSS OF PROFITS OR REVENUES, LOSS OF USE OF THE GOODS OR ANY ASSOCIATED GOODS, DAMAGE TO ASSOCIATED GOODS, LATENESS OR DELAYS IN DELIVERY, UNAVAILABILITY OF GOODS, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME, OR CLAIMS FROM BUYER’S CUSTOMERS OR OTHER PARTIES). IF SELLER FURNISHES BUYER WITH ADVICE OR OTHER ASSISTANCE WHICH CONCERNS ANY GOODS SUPPLIED HEREUNDER, OR ANY SYSTEM OR EQUIPMENT IN WHICH ANY SUCH GOODS MAY BE INSTALLED, AND WHICH IS NOT REQUIRED PURSUANT TO THESE TERMS & CONDITIONS, THE FURNISHING OF SUCH ADVICE OR ASSISTANCE WILL NOT SUBJECT SELLER TO ANY LIABILITY, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS.
13. Exports
Buyer, NOT Seller, is responsible for compliance with all United States export control rules and regulations. Buyer shall not name Seller as shipper or exporter of record in connection with the export of any Goods purchased from Seller.
14. Anti-Money Laundering Restrictions
Seller rejects questionable orders and payments: Except for pre-approved credit arrangements, Seller rejects third-party payments, cashier’s checks, money orders, and bank drafts. Seller accepts only checks imprinted with Buyer’s name; wire transfers originating from Buyer’s account; letters of credit with Buyer as an account party; and credit or debit cards in Buyer’s name. All payments must be by single instrument in the amount of the invoice, less approved credits, from banks acceptable to Seller.
15. Governing Law and Venue for Disputes
In the event of a dispute between the parties, the law of the State of Texas shall apply. Any legal proceedings shall be brought in Collin County, Texas, United States of America.
16. Under and Over-Shipments
All shipments are subject to an overrun or shortage of (ten percent) 10% of the quantity specified.