General Terms and Conditions
PRICES: All prices quoted are exclusive of taxes, freight charges,
and handling charges. Purchaser shall furnish Memory4Less, Inc.,
(Hereinafter referred to as the Company) with appropriate tax exemption
certificate, if applicable.
FEES AND COSTS: Purchaser shall pay all costs and expenses
incurred by the Company in collection of any sums owing by the purchaser,
including reasonable legal fees. Each returned check shall be subjected
to fifteen dollars USD ($ l5.00 USD) handling charge.
DELIVERY: Shipment of all product shall be FOB
the Company warehouse, unless otherwise indicated. In the event
of damage, delay, or loss due to the mishandling in transportation,
purchaser shall deal directly with the common freight carrier. Purchaser
shall instruct the Company with shipping instructions, if no specific
instructions are given, the Company will select the most reasonable
shipping method to ensure the on time delivery, with reasonable
freight cost. The Company is not liable for delay or any freight
Charge of shipment due to the absence of shipping instruction from
purchaser. In the case of shipment delay due to the cause of purchaser,
the Company will store all products ordered at purchaser's risk
and expense.
RISK OF LOSS: Any risk of loss or damage to products
shall be passed to the freight carrier, purchaser, or purchaser's
agent at FOB point.
CHANGES AND CANCELLATIONS: Order accepted by
the Company are not subjected to Change or cancellation by purchaser
without the consent of the Company or its authorized agents. A minimum
of fifteen percent (15%) handling charge may be applied to the orders
changed or canceled.
Jurisdiction and Venue: Should legal action commence
to interpret or enforce the terms of this Agreement, jurisdiction
and venue shall be in the Municipal or Superior Courts of the County
of Orange, State of California, and/or in the United States District
Court, Central District of California, or elsewhere upon the mutual
agreement of all parties.
Governing Law: All questions with respect of
the construction of this Agreement, and the rights and liabilities
of the parties hereunder, shall be determined in accordance with
the applicable provisions of the law of the State of California,
without giving effect to the choice of law principles.
Attorney's Fees: If any legal action or any arbitration
or other proceedings are brought for the interpretation or enforcement
of this Agreement, or any rights of the parties with regard to this
Agreement, and/or any related agreement, or because of an alleged
dispute, breach, or default, the successful or prevailing party
shall be entitled to recover its reasonable attorney's fees and
expenses, and any costs associated with any enforcement proceeding.
CONFLICTING TERMS: All orders accepted by the
Company shall be subjected to Company's Standard Terms and Conditions
of Sales. Any terms and conditions presented in orders placed by
purchaser, which are in conflict with the Company's Standard Terms
and Conditions then in effect, shall be inapplicable without the
written approval from the Company.
CONFIRMATION: purchaser's receipt of the terms
and conditions contained herein without prompt written objection
thereto, or an acceptance of any of the products covered by purchaser's
order that is hereby confirmed, shall constitute an acceptance of
all terms and conditions set forth on the face and reverse side
of this invoice.
SECURITY INTEREST: Upon delivery and acceptance
by the purchaser, as security for the due and punctual payment of
any sums due thereunder or under any purchase order from the purchaser
to the Company, purchaser hereby grants to the Company a Continuing
purchase money security interest in all the products and any proceeds
thereof in which the purchaser now has or hereafter has any right,
title, or interest. Purchaser shall join with the Company at Company’s
request, from time to time in executing financing statement, amendments
thereto and continuation statements, and pay the costs of the filing
of the same whenever the Company deem desirable, and execute and
deliver to the Company all documents and instruments, and do such
other acts and things as the Company may reasonably request in order
to effectuate fully the purpose of this grant of security interest.
In the event of the purchaser is in default under the security agreement
provided herein, the Company shall have all rights and remedies
provided by law.
PATENTS: The Company agrees to (i) defend at
its own expense for any suits or proceedings brought in the United
States against its purchaser or its customers, to the extent that
such suits or proceeding are based on a claim of infringement of
any United States Letters Patents by any products, as such, sold
in accordance with this confirmation; (ii) pay any final judgement
for such infringement entered in any such suits; (iii) pay such
sums which is the result of compromise or settlement
of any such charges, unless such infringement is the result of designs
or other special requirements specified by purchaser, or the result
of applications or the usage other than those contemplated in the
Company's proposal to which such product is put by purchaser or
others; all of the foregoing, however, will under the conditions
that the Company be promptly notified of all such charges or suits,
and be promptly supplied with the contents of all communications
in connection therewith. IN NO EVENT SHALL THE COMPANY BE LIABLE
FOR INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM INFRINGEMENT
OF ALLEGED INFRINGEMENT OF PATENTS OR COPYRIGHTS, NOR SHALL THE
COMPANY BE LIABLE FOR AMOUNT EXCEEDING THE SUMS PAID BY PURCHASER
TO THE COMPANY.
WARRANTY: The Company provides limited warranty
to the original purchaser of Memory4Less-branded product for one
(1) year unless otherwise specified by their respective manufacturers.
The warranties are subject to the following conditions (i) Should
a product proved to be defective by reason of improper workmanship
or material, under normal usage and service conditions within the
warranty period specified, from the Company invoice date. The Company
will, at its sole option, repair or replace the product without
charge for parts or labor. (ii) The limited warranty is not
applicable if the product is damaged by accident, improper installation,
misuse, lightning. fire, water, or other acts of nature. (iii) Warranty
void if the product is altered or repaired by anyone other than
the Company or a Company authorized repair and service station.
(iv) Where ever parts are covered by a lifetime warranty, lifetime
warranty will constitute a time period not to exceed 3 years from
the date of purchase of product (invoice date). Parts must be returned
with original copy of invoice. Parts that are out of production
cannot be exchanged and may need to be repaired and a repair charge
will be assessed to customer for such returns.
SHOULD THE COMPANY'S PRODUCTS PROVED TO BE DEFECTIVE,
PURCHASER'S SOLE REMEDY SHALL BE SUCH REPAIR OR REPLACEMENT AS PROVIDED
HEREIN. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY LOSS OF
USE, REVENUES, ANTICIPATORY PROFIT, AND DIRECT OR INDIRECT CONSEQUENTIAL
DAMAGES ARISING OUT OF OR CONNECTED WITH THE SALES, USE, OPERATION,
OR INABILITY TO USE OF THE PRODUCTS SOLD.
EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, THE
COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED
OR IMPLIED, WITH RESPECT TO ANY OF THE PRODUCTS, INCLUDING WITHOUT
LIMITATION, WARRANTIES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR
PURPOSE, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED.
NON Memory4Less-BRANDED PRODUCTS:
Non Memory4Less-branded products carry different return and warranty
policies than Memory4less' products. Non Memory4less-branded products
may be returned to Memory4Less in accordance with the Memory4Less'
return policy in effect on the date of invoice. Any warranty and
technical support provided on a Non Memory4Less-branded product
is provided by the original manufacturer, not by Memory4Less. The
warranties and technical support may vary from product to product.
RETURNS AND REFUNDS: For non-defective products,
the Company does not accept return of sold products after seven
(7) days from the Company's invoice date, nor does the Company refund
or credit back the purchase money after the above-mentioned period
of time. To qualify for the refund or credit back, purchaser must
notify the Company timely, obtain proper authorization from the
Company, and at the purchaser's expenses deliver the products to
the Company's Warehouse within the above-mentioned 7-day period
of time. Refunds or credit back on non-defective products shall
be limited to the price of the actual products only, not including
shipping and handling expenses of the purchaser, and the Company
shall apply a fifteen to twenty percent (15-20%)restocking Charge
against the purchaser.
RETURN MERCHANDISE AUTHORIZATION (RMA) PROCEDURES:
1.RETURNS: RMA number must first be obtained
from the Company. To obtain an RMA number, Purchaser is required
to provide the invoice number, shipping date, model number, serial
number, and the reasons of return. Products returned must be received
by the Company within thirty (30) days after issuance of the RMA
number. For defective products returned, purchaser is required to
test and identifies the nature of defect. Should the Company find
the products to be non-defective, such products will be returned
to purchaser freight collect.
2. SHIPPING: Products should be returned to
the Company freight pre-paid in the original boxes and packing materials.
Returned products must be complete, including all manuals, cables,
accessories, and etc. RMA number must be marked clearly outside
the carton, and also on the mailing labels. Proof of purchase and
a note of reasons for return must be enclosed. No freight collect
or C.O.D. on return RMA shipment will be accepted by the Company.
In the event that RMA shipment not meeting all the above conditions,
the Company reserves the right to refuse the shipment, and the imposition
of handling charges.
3. SERVICES: The Company will return the repaired
or replaced products to the purchaser at the Company’s cost, provided
that the products were originally purchased from the Company, and
still covered by the warranty policy, and such products are confirmed
to be defective.
4. DEFECTIVE ON ARRIVAL (D.O.A.): Products
that are reported as D.O.A. by the purchaser may be returned to
the Company for credit or refund, within seven (7) days from the
invoice day under which the products were shipped.
