1.
DEFINITIONS:
“BUYER” shall mean the person or entity described on the face hereof as the
BUYER. “Goods” shall mean the products described on the face hereof as being
sold to BUYER.
2. ACCEPTANCE:
Notwithstanding anything in BUYER’s form of Purchase Order or other form to the
contrary, BUYER’s acceptance of the goods shall constitute an affirmation by
BUYER’s that the terms and conditions set forth herein govern the purchase and
sale of the Goods and that the terms in BUYER’s order forms that are in addition
to, in conflict with or are different from the terms and conditions herein shall
have effect on this transaction. The contract formed in accordance with the
foregoing shall be referred to as “Order”.
3. PURCHASE PRICE:
The BUYER agrees to pay the total purchase price specified on the front of this
document. In addition the BUYER agrees to pay sales or other taxes levied on or
measured by such purchase price, or arising from the use of the Goods and any
parts or maintenance supplied, including without any limitation, any additional
sales, use, gross receipts privilege, excise, and personal property taxes unless
specified in writing on this document.
4. PAYMENT TERMS:
The total amount of this invoice shall be payable in full by Buyer, unless
otherwise specified in writing in this document. All amounts past due are
subject to a late charge of two percent (2%) per month or twenty-four (24%) per
month.
5.
DELIVERY:
Delivery shall take place at Bassotech unless otherwise specified in writing on
this document.
6.
INSPECTION:
The BUYER shall inspect the Goods at delivery and shall notify Bassotech of any
defects or discrepancies within (1) day of receipt of Goods.
7.
TITLE AND RISK OF LOSS:
Title and risk of loss or damage to the product(s) to the BUYER.
8. LIMITED WARRANTY:
Bassotech offers no warranty other than the one year express warranty offered by
the manufactured. In the event any Goods have a manufacturer’s warranty beyond
one year, it is the BUYER’S responsibility to deal directly with the
manufacturer for any repairs or replacements that occur beyond the one year
warranty period. During this one year manufacturer’s warranty period, Bassotech
will not warranty any goods which have been subjected to improper freight
handling/shipping, abuse, neglect, or unauthorized repair or installation. The
warranty also will not cover Goods installed with Non-Bassotech components, and
parts with broken warranty seals or assembly trace. This warranty policy does
not extend beyond the original BUYER. Bassotech reserves the right to request
the total cost of the replacement of Goods or the Goods itself, if later to be
found physically damaged by the BUYER.
9. DISCLAIMER OF WARRANTY:
Bassotech makes no express or implied warranties, including, but not limited to,
any implied warranty of merchantability or fitness for a particular purpose.
Buyer’s sole and exclusive remedy for Bassotech liability of any kind
(including, without limitation, negligence and the breach of any and all
warranties) shall be limited the replacement of defective goods at no charge to
buyer. In no event shall Bassotech liability include any special, incidental,
consequential or exemplary losses or damages, even if Bassotech shall have been
advised of the possibility of such potential loss or damage.
10. ALTERATIONS, MODIFICATIONS, AND
ATTACHMENTS: Any
alterations, modifications, additions, improvements, installation, or
attachments on the Goods not authorized in writing by Bassotech shall solely be
at the buyers own expense and risk. If operation of the Goods is affected in any
way by such unauthorized alterations, modifications additions, attachments,
improvements, or installations, the warranty shall be waived by the BUYER, and
Bassotech have no further obligation to the BUYER.
11. RETURN OF GOODS/DAMAGED ON ARRIVAL
(DOA): Bassotech will
no accept any returned goods or DOA Goods during the manufacture’s warranty
period unless. Buyer follows Bassotech Returned merchandise Procedure and
Policy. All shipments returned to the BUYER will be UPS GROUND. The BUYER is
responsible for the difference of the freight charges if the shipping
instruction require an express delivery. The charge will be cash on delivery
(C.O.D.).
12. FORCE MAJEURE:
Bassotech shall no be held responsible for any failure of performance to make
timely delivery of all or any part of the Goods in the event such failure was
due, in whole or in part, to federal, state or municipal action, statue,
ordinance or regulation, strike or other labor trouble, fire or other damage to
or
destruction of, in whole or part, Goods or manufacturing facility for
the Goods, the
lack of or supplies, or any other cause, act of God, contingency or
circumstances within the manufacturer or delivery of the Goods.
13. CANCELLATION:
An order may not be cancelled, in whole or impart,
by BUYER without Bassotech prior written consent and only upon terms and
conditions that will indemnify, hold harmless and compensate Bassotech against
loss including, but no limited to, the loss of profits as a result of such
cancellation.
14. SECURITY AGREEMENT:
Until BUYER performs all of its obligations hereunder (including without
limitation, payment in full of the purchase price), Bassotech shall retain a
purchase money security interest in the Goods (including all accessions and
replacements thereto and the proceeds thereof) to secure the performance by
BUYER of all such obligations. BUYER hereby appoints Bassotech as its
attorney-in-fact to prepare, sign and file (or record) in BUYER’s name any
financing statement or other document and take any other action deemed desirable
by Bassotech in order to perfect Bassotech security interest.
15. ATTORNE’S FEES:
If
any suit or action to enforce or to interpret any of the terms, conditions or
covenants herein, or to recover damages as a result of a breach of any provision
of this Order, the prevailing party shall be entitled to recover from the party
not prevailing the cost and expenses, including reasonable attorney’s fees
incurred by the prevailing party in prosecuting or defending such action an any
appeals taken there from.
16.
ASSIGNMENT:
No right, duty or interest in this order may be assigned or delegated by either
party without the prior written consent of the other party, which consent shall
not be unreasonably withheld.
17. GOVERNING LAW/VENUE:
This invoice and the rights and obligations of BUYER and Bassotech shall be
governed by and construed in accordance with the laws of the state of Florida,
excluding its choice of law provisions. All disputes arising under or related to
this invoice which are not settled by agreement of the parties shall be
litigated in the State or Federal Courts in the State of Florida County of
Broward.
18. SEVERABILITY:
If at any time any one or more of the provisions of this invoice becomes or is
held by court to be valid, illegal or unenforceable in any respect, the validity
and enforceability of the remaining provisions of this invoice shall not in any
way be affected or impaired thereby.
19. ENTIRE AGREEDMENT:
This invoice sets fourth the entire agreement between BUYER and Bassotech and
exclusively determines the rights and obligations of BUYER and Bassotech,
notwithstanding any prior course of dealing, custom or usage of trade or course
of performance or any additional or different terms proposed by BUYER ant any
time.
20. CUSTOMER AGREEMENTS:
Customer agrees to pay all of
Seller’s costs related to the collection of any Sums due, including overhead
allocated to employee efforts and any legal fees and expenses incurred. By
receiving the merchandise described on this document, the buyer indisputably
accepts the Terms and Conditions described.
21.
RMA CONDITIONS:
i.
To
request an RMA number one must include copies of ORIGINAL INVOICES.
ii.
RMA is considered OUT OF WARRANTY, if any visible damage is found on the return
items. Even if damage is caused by another component.
iii.
Return for credit or exchange must be in original packaging and subject to
approval by Credit Department. On all special order products there is a 30%
restocking fee, which will be assessed.
iv.
RMA number that is issued is valid for 10 days. We do not offer cross shipping
RMA services at this time.
v.
All products that are returned for credit or exchange will be tested if opened
before being replaced. If found not to be defective there will be a $10 service
charge per item applied to your account for testing time.
vi.
All products purchased through Bassotech, Inc. with valid invoice is warrantee
for 30 days after purchase date and is warrantee through the manufacture’s
warrantee after that period.
vii.
All DOA (Dead on Arrival) products must be claimed within 3 days after receipt.
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