Terms and Conditions
This sales agreement ("Agreement") is made and entered into by and between Mainline Computer Products, Inc. ("Company") and the undersigned ("Customer").
1. Payment Terms: Customer agrees to pay for the products, equipment and services as indicated on Company's corresponding quotation to Customer ("Quotation"). The Quotation shall be considered part of this Agreement, and the terms contained therein are hereby incorporated by reference. In the absence of a Quotation, Customer agrees to pay for products, equipment and services provided by Company at Company's prices and fees in effect at the time of shipping. Customer agrees to pay Company the total amount due for equipment, products and services set forth in the Quotation (including all costs of for shipping, installation and taxes) within ten (10) Days from date of invoice. Company offers no discount for payment in cash. Unpaid invoices shall accrue a finance charge of 1-1/2% per month (18% per annum) if payment is more than ten (10) days past due. If unpaid amounts are collected through legal proceedings or by a collection agent, Customer agrees to pay Company's reasonable costs and attorneys' fees.
2. Taxes: Prices listed for products and equipment do not include any local, state, provincial, federal or national sales, use, excise, personal property, value added, import/export, or other similar taxes or duties, which may be assessed in connection with the products and services listed in the Quotation. Customer agrees to pay all such assessments, which shall be itemized separately in the Quotation. In the event Company must initially pay such assessments, Customer agrees to reimburse Company for such amounts within ten (10) days after receipt of Company's invoice. Taxes based upon Company's income shall be the sole responsibility of Company.
3. Security Interest: Customer grants Company a security interest in any equipment listed in the Quotation as security for Customer's payment until the purchase price for the equipment has been paid in full. Customer agrees to execute such documents as Company may reasonably require to perfect and further evidence this security interest.
4. Shipping/Routing/Delivery: Products will be shipped FOB point of origin. The manufacturer shall determine the best manner in which to ship the products. If Customer requires special routing or carrier assignment, that information must be made part of the Quotation. Shipping costs will be based upon delivery from the manufacturer's point of shipment to Customer's dock only. Inside delivery or special delivery instructions must be indicated on the Quotation. Customer agrees to pay Company for all shipping charges and for procuring any insurance, unless otherwise specified. Customer assumes all risks of loss. Company may prepay freight charges and include such amounts in the Quotation or to Customer's invoice, unless otherwise specified by Customer. Manufacturers represented by Company attempt to meet or exceed C.F.C. specifications; however, some damage in transportation is possible. Although Customer owns goods in transit, Customer agrees to:
a. Promptly note any apparent or visible damage or shortage on the freight bill or delivery receipt;
b. Promptly unpack all merchandise to inspect for any concealed damage;
c. Save all cartons and packing material upon discovery of any damage (claims against the freight carriers will not be valid without the packaging);
d. Contact Company or manufacturer of product to report damage and to supply any pertinent information within seven (7) days of delivery;
e. Cooperate when Company or manufacturer arranges for an on-site inspection of the damaged goods.
5. Cancellation Charges: In the event Customer cancels an order for products or equipment, Customer shall pay within thirty (30) days thereafter a cancellation and restocking charge in an amount as set forth in the Quotation (but in any event no less than fifteen percent (15%) of the total price for the canceled products or equipment. No cancellation by Customer will be accepted after the date of shipping, or for products and equipment being specially developed for Customer once development has commenced. For products and equipment ordered from Company suppliers on behalf of Customer, the "date of shipment" shall be the date such products and equipment is shipped from the Company supplier(s). Note: All software product packages opened are non-returnable and non-cancelable.
6. Colors: Final material colors are subject to variation, based upon manufacturers different lot runs. Company does not guarantee that the color of any shipped products, equipment or business forms will exactly match the sample provided by to Customer by Company in connection with the Quotation.
7. Warranty: Products represented by Company are limited to manufacturer's limited warranty policy. Most manufacturers warrant their products to be free from manufacturing defects in materials and workmanship for a specific period of time. Contact your sales representative for a copy of manufacturer's warranty. Company's sole liability and Customer's sole remedy for breach of this warranty is limited at Company's option to either: (a) the repair or replacement of the defective Equipment or part, or (b) the refund of the purchase price of the defective Equipment which is returned by Customer at Customer's cost to the location specified by Company. Except as expressly otherwise stated herein, COMPANY MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE PRODUCTS OR SERVICES PROVIDED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. Limitations on Liabilities and Remedies: IN NO EVENT SHALL COMPANY BE LIABLE FOR SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF PROFIT, OR LOSS OF BUSINESS WHETHER ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THE PRODUCTS OR SERVICES OR ANY OTHER MEANS, AND REGARDLESS OF THE FORM OF ACTION UPON WHICH A CLAIM FOR SUCH DAMAGES MAY BE BASED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, THESE LIMITATIONS SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS IN ITS ESSENTIAL PURPOSE.
9. Default and Remedies: Customer shall be in default for failure to meet its payment obligations. Customer shall have thirty (30) days to cure such default after notice by Company. However, Company has the right to charge Customer interest in accordance with Paragraph 1, above. Company's right to require interest shall not foreclose Company from any other remedy provided by this Agreement or applicable law. Customer shall be in default for its failure to perform any material obligation under, or for any material breach of, the Agreement. In the event of such breach, Company may, at its option, suspend the provision of any goods or services to Customer called for by this Agreement or, upon written notice to Customer, terminate this Agreement and the provision of any goods and/or services being provided to Customer under this Agreement.
10. Force Majeure: Neither party shall be responsible for delays or failures in performance resulting from events or circumstances beyond the control of such party. Such events shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental acts or regulations, fires, communication line failures, power failures, and earthquakes. Force Majeure cannot be used to excuse or delay any payment obligation.
11. Governing Law, Jury Waiver: This Agreement will be governed and interpreted by the internal laws of the State of Ohio without reference to the conflict of laws rules. Further, the parties consent to the sole and exclusive jurisdiction and venue of the State and Federal Courts located in Columbus, Franklin County, Ohio. IN THE EVENT OF LITIGATION, THE PARTIES VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT THEY HAVE TO A JURY TRIAL.
12. Miscellaneous Provisions: This Agreement and the Quotation represent the entire agreement between the parties. This Agreement supersedes any previous or contemporaneous communications, representations, or agreements by either Company or Customer, whether verbal or written. Customer has not relied upon any representations, oral or written, except as are made in this Agreement. Any modification or amendment to this Agreement must be in writing and signed by the authorized representatives of Company and Customer. The unenforceability of any provision hereunder shall have no effect upon the remaining provisions, which shall continue in full force and effect.