Macro- Blue Terms and Conditions of Sale, Warranties and Liabilities 1/2014
1. Terms & Conditions of Sale
Sales by Macro-Blue Inc (“Seller”) are made only on the terms, which are contained in this Terms and Conditions of Sale Policy. Seller hereby gives notice of its objection to any different or additional terms and conditions. All sales are expressly conditional upon Buyer’s assent to the terms and conditions set forth below. These terms and conditions supersede any prior and/or contemporaneous agreements or correspondence between Buyer and Seller. Any order received and accepted by Macro-Blue Inc (Seller) shall be construed as an acceptance of Seller’s offer to sell its products to the purchaser (Buyer) in accordance with the terms and conditions of sale set forth herein. No waiver, whether express or implied, by Seller of any of the terms or conditions hereof shall be deemed a continuing waiver or trade custom between the parties, but shall apply solely to the instance to which the waiver is directed.
2. Ordering Information
All orders placed by Buyer is subject to acceptance by Seller. Orders may not be canceled or rescheduled without Seller’s written consent. All orders must identify the products, unit quantities, part numbers, applicable prices and requested delivery dates of the Products being purchased. Seller may in its sole discretion allocate Product among its Customers. Seller’s Products and Services are designated as non-cancelable, non-returnable (“NCNR”) unless otherwise specified.
3. Order Confirmation
A purchase order is not binding on Seller until Buyer has received Seller’s order written confirmation or acknowledgment.
4. Pricing Policy
Prices for products do not include taxes or any additional charges. All prices are FOB shipping point and prices do not include freight/handling charges and insurance charges. All prices are in US currency. All prices published or quoted by Seller may be changed at any time without notice. Unless otherwise specified, written quotations expire thirty (30) days from the date issued and are subject to change or termination by notice during this period.
5. Taxes
Prices for all parts and/or products do not include any sales, use, excise or other taxes. Buyer agrees to pay all applicable federal, state, and local taxes, duties and other fees on product and services ordered. If Buyer claims an exemption from any tax, Buyer shall submit to Seller the appropriate exemption certificates. Customer is responsible for all taxes, duties, tariffs and insurance for international shipments.
6. Terms of Payment
Seller may provide credit terms to Buyer at its discretion. Such terms are subject to change at any time. Seller reserves the right, at its sole discretion at any time to revoke any credit previously extended. If credit is provided, Seller will invoice Buyer on the date the product is tendered to the carrier at Macro-Blue’s shipping point (hereinafter referred to as the Delivery Date). Such invoices will be due and payable net thirty (30) days from date of invoice, subject to credit approval. If credit is not established or maintained, terms shall be net cash on, before or prior to the Delivery Date. Past due accounts may be charged one and one half percent (1.5%) per month, or the highest rate permitted by law, whichever is less, and will be added to the outstanding balance. In the event Buyer defaults on payment, Buyer shall be liable for full collection costs, including reasonable attorney’s fees and shall include court costs, out-of-pocket expenses.
7. Delivery and Title
Customer agrees that title to the purchased part(s) and/or product(s) shall be vested to Seller until such time that the Customer pays to Seller the full amount as per invoice(s) rendered. Delivery dates are estimates only and Seller is not liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of the Seller, nor shall the carrier be deemed an agent of the Seller. A delayed delivery of any part of an Order does not entitle Buyer to cancel other deliveries.
8. Export Control
Buyer certifies that it will be the recipient of the Products to be delivered by Seller. Buyer acknowledges that the Products are subject to the export/import control laws and regulations of various countries, including the Export Administration Laws of the United States and ITAR Regulations.
9. Changes and Cancellation
Purchase orders that have been accepted by Seller may not be changed or canceled, in whole or in part, without written consent of Seller. If accepted, all changes must be included in a change order reflecting the purchase order number and submitted to the Seller. Changes may affect delivery dates. Expenses incurred because of changes shall be charged to Buyer. Buyer will be liable for Seller’s costs incurred, plus a reasonable profit, for the portion of the work terminated, in accordance with generally accepted accounting principles, together with cancellation charges. In no event can any aspect of the order be changed after product shipment has occurred.
10. Custom Products Policy
Custom items are not returnable. Custom products, by their nature, are products and materials, which have been altered, modified, cut, amended and customized to your order, and are not resalable or returnable. Orders for custom product are subject to a cancellation fee of up to 100% of the order, depending on the stage of completion of the order at the date the cancellation or revision is accepted by Seller. Buyer agrees to pay Seller for completed work allocated to Buyer’s order at the time of termination of the work at the unit selling price and all costs, direct and indirect for work-in-progress as well as costs resulting from cancellation and a reasonable profit therein. Specific cancellation charges will be dependent on the type of custom product ordered; a schedule detailing these charges will be forwarded to Buyer when Buyer’s cancellation is acknowledged. Orders for custom product are subject to a cancellation fee of up to 100% of the order, depending on the stage of completion of the order at the date the cancellation or revision is accepted.
11. Returns
The return of Products without a written authorization by Seller will not be accepted. Returns are accepted only with a valid Return Material Authorization (RMA) number for items to be returned. To receive authorization for Product return, contact customer service at 805-532-1391 or email support@macro-blue.com. RMAs are valid for 30 days from the date issued. There may be 25% restocking fee assessed on items returned for credit. All returned products must be unused, and in original condition. No refund or credit shall be given for damaged products. Buyer may not return custom products. Any product returned by Buyer due to Buyer’s error may be subject to a restocking charge equivalent to 100% of the value of such Product as specified in Seller’s invoice to Buyer. We do not accept return packages without a valid RMA number, and we do not accept postage-due or C.O.D. packages at any time for any reason. Macro-Blue’s warranty is a “Depot” warranty. Buyer is responsible for shipping charges to Macro-Blue for repairs. Seller will ship in the most economical way possible and will absorb shipping costs back to the buyer for repairs deemed to be “In Warranty” only. International shipping costs, taxes, duty, and tariffs beyond domestic shipping charges are the responsibility of the Buyer. Buyer is responsible for the cost of insurance if desired.
12. Excusable Delay
Seller shall not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond Seller’s control, including, without limitation, acts of nature, unavailability of supplies or sources of energy, riots, wars, fires, floods, epidemics, lockouts, strikes and slowdowns, delays in delivery by suppliers, or acts or omissions of the Buyer. The Buyer may be liable for storage charges, including but not limited to all third party costs and expenses incurred by Seller, in holding or storing products for the Buyer or at the Buyer’s request.
13. LCD Display Pixel Policy
During the LCD Monitor manufacturing process, it is not uncommon for one or more pixels to become fixed in an unchanging state. The visible result is a fixed pixel that appears as an extremely tiny dark or bright discolored dot. When the pixel remains permanently lit, it is known as a “bright dot”. When the pixel remains black, it is known as a “dark dot”. Your LCD display is subject to replacement if it meets the criteria outlined in the following table:
MBI Standard LCD Monitor Table
Bright Dots = 2 or more
Dark Dots = 6 or more
14. Limited Warranty
Seller warrants its products to be free from manufacturing defects in materials and workmanship under normal use for a period of one (1) year from the date of purchase from Seller. This warranty extends to products purchased directly from Seller or an authorized Seller distributor. Purchasers should inquire of the distributor regarding the nature and extent of the distributor’s warranty, if any. Seller shall not be liable to honor the terms of this warranty if the product has been used in any application other than that for which it was intended, or if it has been subjected to misuse, accidental damage, modification, or improper installation procedures. Furthermore, this warranty does not cover any product that has had the serial number altered, defaced, or removed. This warranty shall be the sole and exclusive remedy to the original purchaser. In no event shall Seller be liable for incidental or consequential damages of any kind (property or economic damages inclusive) arising from the sale or use of this equipment. Seller is not liable for any claim made by a third party or made by the purchaser for a third party. Seller shall, at its option, repair or replace any product(s) which fail in normal use. Such repairs or replacement will be made at no charge to the Buyer for parts and labor. Upon the issuance of a Return Material Authorization (RMA), the Buyer shall return the product to the Seller, freight prepaid to: Macro-Blue Inc, 5148 N. Commerce Avenue, Unit J, Moorpark, CA 93021. Seller will return product to Buyer freight prepaid by the most economical method available. International shipping costs, taxes, duty, and tariffs beyond domestic shipping charges are the responsibility of the Buyer. Buyer is responsible for the cost of insurance if desired. This warranty does not cover failures due to mishandling, abuse, misuse, accident, unauthorized alterations, and inadequate storage, improper installation that alters physical or electrical properties. Seller warrants repaired products to be free from defects in materials and workmanship for 90 days from date of repair.
Except as expressly set forth in this warranty, Seller makes no other warranties, expressed or implied, nor authorizes any other party to offer any warranty, including any implied warranties of merchantability or fitness for a particular purpose. Any implied warranties that may be imposed by law are limited to the terms of this limited warranty. Buyer has 30 days from the date of confirmed product delivery to make any claim of physical damage of the product.
15. Limitation of Liability
Liability of Seller to Buyer for damages for any cause whatsoever, and regardless of the form of any action including, but not limited to negligence, shall be limited to the price specified in the sale contract for the specific product or products that have caused the damages, or are directly or indirectly related to the cause of action. In no event shall Seller be liable to Buyer or others for loss of Goodwill, loss of profits, loss of use or other special collateral, incidental or consequential damages, regardless of the form of action thereof, including but not limited to negligence, even if Seller has been advised of the possibility of such damages or for any claim against Buyer by any third party. Buyer assumes all liability for any and all damages arising from or in connection with, the use or misuse of the products by buyer, its employees, or others. No obligation or liability of Seller will arise out of Seller rendering of technical advice in connection with Buyer’s order or the products furnished hereunder. Goods are not specifically designed or manufactured for use in life support or safety equipment where malfunction can result in personal injury or death. Customers use or sale of goods for such applications it at its own risk. Buyer will defend all suits and claims and indemnify Macro-Blue Inc and keep Macro-Blue Inc indemnified for, from, and against all resulting claim, loss, damage, award, and cost (including but not limited to reasonable legal fees) arising out of use in goods in such applications. This Terms and Conditions of this Sales Policy supersede all previous policies and are subject to change without notice.
16. Assignment
Buyer shall not assign any duties nor assign any order or any interest therein without the written consent of Seller. Any such actual or attempted assignment shall entitle Seller to cancel the order upon written notice to Buyer.
17. Validity of Separate Clauses
If any provisions of this agreement shall be held invalid, illegal, or unenforceable, the validity, legality or Enforceability of the remaining provisions shall not be affected or impaired thereby.
18. Consent to Jurisdiction and Venue
Any suit, action or other legal proceeding arising out of this Agreement shall be brought in the Courts of the State of California. The parties to this Agreement hereby agree to, contract for and consent to the personal and subject matter of such court in any suit, action or proceeding and waive any objection which any of them may have to the laying of the venue of any such suit, action or proceeding in Ventura County, California. Except that, in the event that any suit or legal proceeding arising out of the Agreement is based on a claim over which exclusive jurisdiction is vested in the Courts of the United States, such suit, action or legal proceedings shall be brought in the Courts of the United States for the State of California and venue shall lay only in the United States District Court for the Central District of California.
19. Buyer
For purposes of this Agreement that term “Buyer” shall have the meaning afforded such term in the trade and shall specifically include: buyer’s employees, officers, directors, independent contractors, sales representatives, buyers, successors and/or assigns.
20. Headings and General Rights
Headings are for matters of convenience for the reading of these terms and conditions. Macro-Blue Inc. reserves the right to modify and change these Terms and Conditions without prior notice.