All quotations and sales of products and services (collectively, "Products") by RECHARGERSTORE and its divisions, subsidiaries, and
affiliates ("Seller") to a ("Customer") are subject to these Terms and Conditions of Sale
("Agreement") regardless of other terms or conditions in any purchase order, document, or other
communication of Customer ("Order") or Seller's failure to object to such other terms. This
Agreement may only be modified in writing signed by authorized representatives of both Seller
Unless otherwise stated on the quote, Seller quotes are invitations to tender and are subject
to change at any time without notice. All Orders are subject to acceptance by Seller. Contracts between
Customer and Seller are formed upon Seller's written acceptance, Electronic Data Interchange ("EDI")
acknowledgment or execution of Customer's Order and are subject to this Agreement. All Orders for
Products that Seller identifies as non-standard or "NCNR" are non-cancelable and non-returnable.
Seller may identify Products as non-standard or "NCNR" by various means including quotes, Products lists,
attachments or exhibits. Customer may not change, cancel or reschedule Orders for standard Products
without Seller's consent. Seller reserves the right to allocate the sale of Products among its Customers.
Unless otherwise stated on Seller's quote, pro-forma or invoice, prices are for Products only
and do not include taxes, freight, duties or any other charges or fees for additional services (collectively,
"Additional Fees"). Unless otherwise stated on Seller's quote, pro-forma or invoice, Customer is
responsible for any and all Additional Fees in the destination country. Prices are conditioned upon timely payment.
ALL PRICES SHOWN ARE "CASH DISCOUNT PRICES" AND REFLECT A 3% DISCOUNT FOR PAYMENT BY
CASH, COMPANY CHECK, BANK MONEY ORDER, CERTIFIED CHECK, ACH, EFT OR WIRE TRANSFER WHERE ANY APPLICABLE WIRE COST OR RELEVANT BANK FEES SHALL BE THE RESPONSIBILITY OF THE CUSTOMER.
PAYMENT BY ANY OTHER MEANS MAY NOT QUALIFY CUSTOMER'S PURCHASE FOR THE CASH DISCOUNT PRICE.
Freight charges may not reflect actual costs. Seller reserves the right to modify any terms prior to shipment,
require payment in advance, or delay/cancel any shipment or Order by reason of Customer' creditworthiness.
3. TERMS OF PAYMENT
Payment is due as stated on Seller's invoice without offset or any deduction for withholding taxes or otherwise.
Customer may not offset any payment due Seller on account of claims or returned products until Seller has issued a Credit Memo to Customer,
nor shall the amount of any such offset exceed the amount of Seller's Credit Memo.
Any past due invoice shall accrue daily late payment interest on the amount of the debt
from the payment due date to the date of payment at the monthly rate of 1.5% or the maximum amount allowed by applicable law,
plus reasonable attorneys' fees and collection costs.
At any time, Seller may change the terms of Customer's credit. Seller may apply payments to any of
Customer's accounts. If Customer defaults on any payment, Seller may reschedule or cancel any
outstanding delivery or Order and declare all outstanding invoices due and payable immediately. Unless
otherwise provided by applicable law, Customer credits provided by Seller will expire if unused within 12 months.
Seller's rights and remedies will be cumulative and not exclusive. Customer is responsible for all losses, costs and expenses incurred by Seller in collecting any sums Customer owe.
Seller shall have the right to offset against any amounts owed by Seller to Customer.
Unless otherwise stated by Seller in writing, all Seller deliveries are FCA (Free Carrier - INCOTERMS 2010).
Seller may select a carrier. Delivery dates provided to the Customer are estimates only and subject to the shipping and delivery standards of the selected carrier.
Seller is not liable for delays in delivery, for partial or early deliveries and Customer shall accept delivery.
Customer may not cancel any other Orders based on delayed delivery of any part of an Order.
Seller's responsibility for any loss or damage ends, and title passes, when products are delivered to the carrier, to Customer, or to Customer's agent, whichever occurs first.
Customer will pay for storage charges if Seller holds products at Customer's request.
This section does not apply to sales of Software (as defined below).
Software is the machine readable (object code) version of computer programs ("Software").
Customer's use of Software and any related documentation shall be governed by the
Software's applicable license agreements. Software embedded in or bundled with hardware must be
used solely with the device for which it was intended and may not be transferred separately.
As manufacturer of the Products, Seller warrants that at the time of delivery, Products will conform to the specifications stated in its published data sheet for the Products.
All warranty claims shall be time-barred 30 days from the time of delivery of the non-conforming Products.
SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, SUCH AS WARRANTY OF MERCHANTABILITY, FITNESS FOR PURPOSE OR NON-INFRINGEMENT, OR OTHERWISE.
Customer's sole remedies for breach of Seller's warranty are, at Seller's choice: (i) repair of the Products; (ii) replacement of the Products; or (iii) refund of Customer's purchase price for the Products.
Seller makes no representation or warranty with respect to Software and will have no liability in connection therewith.
Unless it is specifically stated in the Software's applicable license agreement, SOFTWARE IS PROVIDED "AS IS" WITH NO ADDITIONAL WARRANTY.
8. COMPLAINTS AND RETURNS
Customer may return Products to Seller only with a return material authorization ("RMA") number issued by Seller.
If Customer refuses to accept tender or delivery of any Products or returns any Products without RMA from Seller,
Seller will hold such Products awaiting Customer instructions for 20 days, after which Seller may deem the Products abandoned and dispose of them, without crediting Customer's account.
Customer warrants that any Products returned with RMA are the same Products Seller shipped to Customer and are unaltered.
All digital or intangible Products like CDF resets are non-standard or "NCNR" and are non-cancelable and non-returnable.
(A) Complaints and Returns for Visual Defect: Customer must notify Seller in writing of any damage to the outer packaging or the Products, shortage,
or other discrepancy ("Visual Defect") within three business days after receipt of the shipment or before requesting CDF resets for any tangible Products in the shipment,
whichever occurs first; otherwise, Customer is deemed to have accepted the Products.
(B) Complaints and Returns for Product Warranty: Customer must notify Seller in writing stating the specific Product defect within the warranty period.
Seller will only issue an RMA if the defect (either for Visual Defect or for Product Warranty) is created solely by the Seller, and only if Customer meets the notice requirement.
Seller will not grant RMAs for damage, shortage, or other discrepancy created by Customer, the carrier or freight provider, or any other third party.
Upon receiving the RMA, Customer must return the Products to Seller in compliance with Seller's instructions in the RMA.
Seller may assess all Products returned by Customer via RMA. If Seller determines such Products are not eligible for return,
Seller will send such Products back to Customer on freight collect basis, or hold such Products for Customer's collection and on account at Customer's expense
for 20 days, after which Seller may deem the Products abandoned and dispose of them, without crediting Customer's account.
9. LIMITATION OF LIABILITY
Seller's liability to Customer is limited to Customer's direct damages up to an amount not exceeding the price of the Product at issue.
Seller is not liable for and Customer is not entitled to any indirect, special, incidental or consequential damages
(for example, loss of profits or revenue, loss of data, loss of use, rework, repair, manufacturing expense, costs of product recall, injury to reputation or loss of customers).
10. FORCES BEYOND SELLER'S CONTROL
Seller is not liable for failure to fulfill its obligations under this Agreement due to causes beyond its reasonable control
(for example, acts of nature, acts or omissions of Customer, operational disruptions, man-made or natural disasters, epidemic medical crises, materials or Product shortages, strikes, criminal acts, delays in delivery or transportation,
or inability to obtain labor, materials or Products through regular sources). In its sole discretion, Seller may allocate, defer, delay, or cancel without liability any Order delayed by any such cause(s).
11. USE OF PRODUCTS
Customer shall comply with the Seller's Product specifications. Products are not authorized for use in life support systems, human implantation, nuclear facilities or any other application
where Product failure could lead to loss of life or property damage. If Customer uses or sells the Products for use in such applications or fails to comply with the Seller's Product specifications,
Customer acknowledges that such use, sale, or non-compliance is at Customer's sole risk. Customer shall indemnify, defend and hold Seller harmless from any claims based on:
(i) Seller's compliance with Customer's designs, specifications, or instructions,
(ii) modification of any Product by anyone other than Seller, or
(iii) use of Products in combination with other products or in violation of this clause.
Certain Products and related technology sold by Seller are subject to export control regulations of Canada, the United States, the European Union, and/or other countries, excluding boycott laws ("Export Laws").
Customer shall comply with such Export Laws and obtain any license or permit required to transfer, export, re-export or import the Products and related technology.
Customer shall not export or re-export the Products and related technology to any country or entity to which such export or re-export is prohibited,
including any country or entity under sanction or embargoes administered by Canada, the United States, European Union or other countries.
Customer shall not use the Products and related technology in relation to chemical, biological or nuclear weapons, rocket systems (including ballistic missile systems, space launch vehicles and sounding rockets)
or unmanned air vehicles capable of delivering same, or in the development of any weapons of mass destruction.
13. ELECTRONIC ORDERS
If any part of the purchase and sale of Products, including Customer's NCNR acknowledgment or demand forecast, uses EDI, Customer's internal portal, third party portal or any other electronic means ("Electronic Purchase Order"),
this Agreement will continue to apply to the purchase and sale of Products between Customer and Seller. Customer's acceptance of Seller's acknowledgment request or Seller's specification of details with respect to Electronic Purchase Orders
via writing, email or other EDI is binding on Customer.
14. ENVIRONMENTAL COMPLIANCE
Where applicable, Customer is responsible for all obligations and liabilities under the European Union's
(i) Waste Electrical and Electronic Equipment Directive (2012/19/EU), (ii) Packaging Waste Directive (94/62/EC) and (iii) Batteries Directive (2006/66/EC), all as amended and all related national implementing measures in force from time to time.
A. This Agreement shall be governed, construed, and enforced in accordance with the laws of the country where the Seller entity that accepted Customer's Order ("Governing Country") is located without reference to the conflict of laws principles.
If the Governing Country is Canada, the laws and courts of the province of Quebec will apply. The United Nations Convention for the International Sale of Goods shall not apply.
The courts of the Governing Country shall have jurisdiction and venue over all controversies arising out of, or relating to, this Agreement.
B. Customer may not assign this Agreement without Seller's prior written consent. Seller's affiliates may perform Seller's obligations under this Agreement. This Agreement is binding on successors and assigns.
C. The unenforceability or invalidity of any of these terms or conditions will not affect the remainder of the terms or conditions.
D. Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and user licenses, and Customer shall comply with such rights.
E. The parties agree that electronic signatures may be used and will be legally valid, effective, and enforceable.
F. This document is deemed an offer and is a rejection of any other terms or conditions contained in any Customer documents (which, if construed to be an offer is hereby rejected).
By accepting any Products, making any payments or ordering any Products having previously received these terms and conditions, Customer will be deemed to have assented to these terms and conditions,
notwithstanding any terms contained in any communication from Customer and whether or not Seller will specifically or expressly object to any of Customer terms.
Seller's failure to object to any document, communication or act by Customer will not be deemed a waiver of any of these terms and conditions.
G. None of Customer obligations or any Order may be cancelled, rescheduled, reconfigured, or assigned without Seller's prior written authorization and, in such event,
Customer will be liable to Seller for any additional costs and expenses incurred by Seller. Prices are subject to change by Seller for any reason, including
(a) upon Customer rescheduling or reconfiguration of Orders, or (b) in response to Supplier's price increases or if a price has been quoted in error,
whereupon Customer may cancel the undelivered portion of any affected Order by delivering written notice to Seller prior to the shipment thereof and within 10 days of Customer receipt of notice of the price increase.
Seller may assign its accounts receivable. In order to defray the cost of Customer's account administration, any amount owed to Customer which remains unclaimed by Customer for a period of twelve months will become the property of Seller.
H. If any term or provision set forth herein is deemed to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not effect [affect] any other term or provision or
invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable,
the court may modify these terms and conditions to affect our original intent as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.