Terms and Conditions
Dynamic Manufacturing Solutions dba BarcodeScannerDeals.com and/or DMS iTech (hereinafter referred to as “Distributor”) agrees to sell to Purchaser, and Purchaser agrees to purchase and accept the products and services (“Products”) described in any future invoice subject to the following:
Purchaser expressly limits acceptance of any future invoice to the terms and conditions set forth herein. Future invoices shall be deemedto be accepted and shall be a binding contract for the sale of the Products upon the first to occur of the following events: (i) Purchaser or its agent executing and delivering the acknowledgment copy of any future invoice or issuing a confirmation to Distributor; (ii) Purchaser’s issuance of a purchase order; (iii) Purchaser’s acceptance of the Products from Distributor or (iv) Purchaser’s payment for any Products. The terms and conditions set forth herein shall constitute the sole and exclusive agreement between Distributor and Purchaser, and shall supersede any inconsistent terms or conditions in any purchase order or other writing of Purchaser, unless such changes are approved in writing by Distributor.
- Unless otherwise set forth in any future invoice, Distributor shall deliver all Products F.O.B. Distributor’s Warehouse in accordance with the Uniform Commercial Code in effect in Kentucky. All risk of loss shall pass to Purchaser upon delivery of the Products by Distributor to a carrier.
- Shipping and delivery dates are approximate and are given by Distributor in good faith, but are not guaranteed unless otherwise specifically agreed in writing. Purchaser shall be responsible for all storage and other costs relating to
Purchaser’s failure to accept delivery.
- Distributor retains the right to make partial deliveries of Product and to invoice the same individually.
- Products delivered to Purchaser shall be deemed accepted by the Purchaser unless the Purchaser notifies the Distributor in writing, within forty-eight (48) hours of delivery in the event of damage during shipment, or within five (5) days of delivery in the event of any defect or shortage of the Products under the terms hereof. All Product damaged during shipment must be signed in as damaged on the bill of lading, or the damage claim will not be processed.
- Purchaser acknowledges that all products and services distributed by Distributor are subject to any applicable manufacturer’s terms and conditions, and Purchaser represents and warrants that end-users will be notified in writing that their use of any products and services distributed by Distributor are subject to any applicable manufacturer’s terms and conditions.
Purchaser shall bear all applicable federal, state, municipal or other governmental tax, as well as any applicable import or customs duties, license fees and similar charges, however designated or levied on the sale of Products (or delivery thereof) or measured by the purchase price paid for the Products.
- Unless otherwise specified in any future invoice, payment by Purchaser shall be due prior to shipment of the Products by Distributor. Time of payment is of the essence.
- Shipments and deliveries shall at all times be subject to approval by the Distributor’s credit department. Distributor may at any time decline to make any shipment or delivery or perform any work except upon receipt of payment or upon such other terms and conditions satisfactory to Distributor’s credit department.
- Amounts not paid within thirty (30) days of the invoice date shall bear interest at a rate of one and one half percent (1.5%) per month until fully paid. In any action by Distributor against Purchaser to collect payment, Purchaser shall pay or reimburse Distributor for any and all costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred by Distributor in connection with such action.
- There will be a $50 charge for any returned checks.
- Product warranties, if any, are provided by the manufacturer of the Products. Distributor makes no warranties, express or implied, whatsoever.
- The Purchaser specifically agrees that the Distributor will not be liable under any circumstances to the Purchaser for economic, special, incidental, or consequential damages or losses of any kind whatsoever, including, but not limited to, loss of anticipated profits and any other loss caused by a defect or nonconformity in any of the products.
- Distributor does not warrant the merchantability of the Products nor their fitness for any particular purpose.
When returning Products, Purchaser must follow the procedure set forth in the most recent Return Policy. No returns will be allowed without an RMA number. There will be a $50 diagnostic charge for items returned as defective that test good.
Distributor will indemnify Purchaser from claims for infringement of a U.S. patent, copyright, trademark, or other proprietary right resulting from the sale of the Products to the extent Distributor is indemnified by its manufacturing partner for such claims.
Distributor may (without prejudice to its other rights or remedies) terminate or suspend Distributor’s performance of the whole or any outstanding part of any future invoice while investigating any claim relating to prior shipments (under any invoice) of Products or in the event of any of the following circumstances: (i) Purchaser fails to take delivery of or to pay for the Products as required herein, or breaches any other Term or any other agreement between Distributor and Purchaser; (ii) Purchaser becomes bankrupt or insolvent or if a receiver takes possession of any material part of Purchaser’s assets; or (iii) reasonable grounds for insecurity arise with respect to the performance by Purchaser of its obligations under these Terms and Conditions.
The parties intend this agreement to be the complete statement of the terms of their agreement. No agreement or understanding to modify shall be binding upon Distributor unless made in writing and signed by Distributor. Any waiver of any breach or any provision of these Terms and Conditions shall be in writing and signed by the party against whom the waiver is to be charged.
The rights and obligations of the parties hereto shall be determined according to the laws of Kentucky and any future invoice and the contract arising therefrom shall be deemed to be made in Kentucky. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any future invoice.
Purchaser agrees to indemnify and hold Distributor free and harmless at all times from and against any and all claims and liabilities (including attorney’s fees) arising from Purchaser’s breach of these Terms and Conditions of Sale.
This agreement and all rights, obligations and performance hereunder may not be assigned by Purchaser without Distributor’s consent.
If any section, term, condition or portion of this agreement shall be found to be illegal or void as being against public policy, it shall be stricken and the remainder of this document shall stand as the original.
- Purchaser acknowledges that Distributor has informed it that U.S. law and U.S. Export Administration Regulations govern, and may prohibit the re-export or other disposition of Products and related technical data received by Purchaser or its customers without prior U.S. government approval.
- Purchaser agrees that diversion of Products from destinations identified in the Shipper’s Export Declaration constitutes a fundamental and material breach under these Terms and Conditions. If Products are diverted from intended destinations, the sale may be voided in the sole discretion of Distributor, and all right, title and interest in Products shall revert to Distributor. In the event of such breach, Purchaser shall be liable to Distributor for all costs, fees and expenses incurred by Distributor in connection with recovery of Products, including reasonable attorney fees.
- Purchaser agrees and warrants that in performance of its obligations under these Terms and Conditions, it will comply with U.S. Foreign Corrupt Practices Act.
- Purchaser is solely responsible for maintaining a written information security program consistent with law and industry standards, and for complying with all privacy and data security laws. To the extent Purchaser provides personal information (“PI”) to Distributor, (1) Purchaser represents and warrants it has obtained all necessary consents and authorizations; (2) Purchaser shall use, store, disclose, and process PI only: (i) to perform services for Purchaser and its customers; (ii) pursuant to Purchaser’s documented instructions, or (iii) as required by law, and Distributor informs Purchaser before processing and minimizes any disclosure to the extent permitted by law. Distributor shall not use, store, disclose, or process PI for a commercial purpose except providing services to Purchaser and its customers.