The following are the terms and conditions ("Terms and Conditions") for the sale of products ("Products") by Arizona Industrial Hardware, Inc. ("AIH") to AIH’s customers ("Customers").
1. Acceptance and Cancellations of Orders
All orders are subject to acceptance in writing by AIH. Any written acknowledgement of receipt of an order shall not, in and of itself, constitute such acceptance. Orders accepted by AIH may be cancelled by Customer upon written consent of AIH provided such order is not Non-Cancelable/Non-Returnable (NC/NR), Non-Standard Products, or governed by a Purchase Agreement Letter. Non-Standard Products are defined as Products that are special orders, custom orders, non-standard products, products not customarily in stock or orders for value-added products. Non-standard products are NC/NR. In the event of cancellation or other withdrawal of an order for any reason, and without limiting any other remedy which AIH may have as a result of such cancellation or other withdrawal, reasonable cancellation or restocking charges shall include all expenses incurred and commitments made by AIH, and shall be paid by Customer to AIH. Customer requests to reschedule are subject to acceptance by AIH. Orders may not be canceled or rescheduled after the order has been submitted by AIH to the shipment carrier. AIH reserves the right to allocate sales and limit quantities of selected Products among its customers in its sole discretion. Product specifications and availability are subject to change without prior notice.
Customer must notify AIH within ninety (90) days from date of shipment of any defective product. Returns are normally accepted when completed within thirty (30) days of the ship date. Some products may require return directly to the manufacturer. Contact a sales representative for a Return Materials Authorization number and shipment instructions prior to returning product. The foregoing statements concerning Returns do not apply to NC/NR products.
1.2 Product Traceability/Counterfeit Prevention
Only products originally shipped from AIH or from a supplier at AIH's direction (drop-ship) may be returned to AIH (see section 1.1 Returns). All others will be promptly quarantined and disposed of or returned to the customer. By returning products to AIH, the Customer certifies that the products were purchased from AIH and there has been no substitution in whole or part of same product from another supplier, distributor or other such source of the product. The return should be in the original packaging (manufacturer or AIH), in unused condition (except defective). ESD sensitive products should not be opened except under controlled conditions.
Orders are billed at the prices in effect at the time of shipment. Prices will be as specified by AIH and will be applicable for the period specified in AIH's quote. If no period is specified, quoted prices will be applicable for thirty (30) days. Prices are subject to increase in the event of an increase in AIH's costs or other circumstances beyond AIH's reasonable control. If Customer does not purchase the quantity upon which quantity prices are based, Customer will pay the non-discounted price for the quantity actually purchased and/or a cancellation or restocking fee. Prices are exclusive of taxes, impositions and other charges (including sales, use, excise, value-added and similar taxes); document fees or charges imposed by any government authority, shipping agent, forwarding agent, broker, bank or consular.
3. Terms of Payment
All payments must be made in the currency billed on the original invoice.
Credit cards accepted include MasterCard, VISA, Discover, American Express and major bank debit cards. Credit Card billing information must be verified on new customers prior to shipment of order.
Prepaid Wire Transfer/EFT/Proforma: Customers can make payment by wire or EFT directly to our bank. After an order is placed we will e-mail a Proforma invoice which includes our bank information, the merchandise total, and shipping charges. We will reserve stock for the order for seventy two (72) hours while awaiting funds. Orders will be cancelled after twenty (20) business days if funds have not been received. Customer is responsible for duties and taxes.
For all orders, Customer agrees to pay the entire net amount of each invoice from AIH pursuant to the terms of each invoice, without offset or deduction. Orders are subject to credit approval by AIH, which may at any time change the terms of Customer's credit, require payment in cash, bank wire transfer/EFT or by official bank check, and/or require payment of any or all amounts due or to become due for Customer's order before shipment of any or all of the Products. If AIH reasonably believes that the Customer's ability to make payments may be impaired or if Customer fails to pay any invoice when due, AIH may suspend delivery of any order or any remaining balance thereof, until such payment is made or cancel any order or any remaining balance thereof. Customer will remain liable to pay for any Products already shipped and all Non-Standard Products ordered by Customer. Customer agrees to submit such financial information as AIH may reasonably require for determination of credit terms and/or continuation of credit terms. Checks are accepted subject to collection and the date of collection will be deemed the date of payment. Any check received from Customer may be applied by AIH against any obligation owing by Customer to AIH under this or any other contract, regardless of any statement appearing on or referring to such check, without discharging Customer's liability for any additional amounts owing by Customer to AIH. The acceptance by AIH of such check will not constitute a waiver of AIH's right to pursue the collection of any remaining balance. Invoices not paid when due will bear interest to date of payment at the annual rate of eighteen (18%) percent or the maximum permitted by law. If Customer fails to make payment when due, AIH may pursue any legal or equitable remedies, in which event AIH will be entitled to reimbursement of costs for collection and reasonable attorneys' fees. A service charge equaling any fees imposed by AIH’s bank will be charged for all returned checks.
4. Sales Tax
When required by law, AIH will collect Federal, State and/or Local sales, use, excise, and other taxes that apply to a Customer's shipment. These taxes are in addition to the purchase price of the Products. Customer will remit the correct tax unless customer is tax exempt and AIH has a valid signed tax exemption certificate on file.
All applicable VAT, PST, HST, and/or GST charges along with brokerage fees will be the responsibility of the Customer and due at the time of delivery.
5. Delivery and Title
All shipments by AIH are FCA point of shipment from AIH's facility and the amount of all transportation charges will be paid to AIH by the Customer in addition to the purchase price of the Products. Subject to AIH's right of stoppage in transit, delivery of the Products to the carrier will constitute delivery to Customer and title and risk of loss will pass to Customer. AIH will make reasonable efforts to initiate shipment and schedule delivery as close as possible to Customer's requested delivery date(s). Customer acknowledges that delivery dates provided by AIH are estimates only and that AIH will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by AIH unless specifically designated by Customer. AIH reserves the right to make deliveries in installments. Delay in delivery of one installment will not entitle Customer to cancel any other installment(s). Delivery of a quantity that varies from the quantity specified shall not relieve Customer of the obligation to accept delivery and pay for the Products delivered.
6. Limited Warranty
AIH agrees to transfer to Customer whatever transferable warranties AIH receives from the manufacturer of Products sold to Customer. AIH makes no other warranty, express or implied, with respect to the Products. In particular, AIH makes no warranty respecting the merchantability of the products or their suitability or fitness for any particular purpose or use or respecting infringement. AIH's liability arising out of any sale of products to Customer is expressly limited to either (1) Refund of the purchase price paid by Customer for such Products (without interest), or (2) Repair and/or replacement of such Products, at AIH's election, with such remedies exclusive and in lieu of all others. Customer must notify AIH within ninety (90) days from date of shipment of any defective product. This warranty is in lieu of any and all other warranties, whether oral, written, expressed, implied or statutory. Implied warranties of fitness for a particular purpose and merchantability are specifically excluded and shall not apply. Customer's obligations and AIH's remedies with respect to defective or nonconforming products, are solely and exclusively as stated herein. Furthermore, no warranty will apply if the Product has been subject to misuse, static discharge, neglect, accident, modification, or has been soldered or altered in any way.
7. RoHS Compliance and Lead-Free Policy
It is the policy of AIH to identify and offer products to the Customer as RoHS Compliant or Lead Free, only after specific requirements have been met. AIH performs no testing of product and relies solely on the manufacturer of the product for identification of RoHS compliance and for absence of lead. Furthermore, AIH makes no warranty, certification or declaration of compliance concerning said Products. Product is advertised or offered as RoHS Complaint or Lead-Free only after sufficient evidence is received from the component manufacturer; and any inventory, either in a bin or on order, has been determined to be RoHS compliant and/or Lead Free. Any relevant evidence will be filed and maintained for at least eleven (11) years from the date of receipt. AIH defines the term "RoHS" as supplier declared compliance to all restricted hazardous substance regulations under the ELV, WEEE or RoHS EU directives, regulations or laws. AIH defines the term "Lead Free" as pertaining to any product that has been declared by a Supplier to be "Lead Free". All statements by AIH of RoHS compliance are based on producer documentation.
8. Product Country of Origin
Country of origin information is provided to customers on product labels and product shipping documents. This information is based on manufacturer provided information according to U.S. Treasury and U.S. Customs regulations. Our manufacturers do not provide AIH with the country of origin of each raw material or subcomponent that is incorporated into the final product.
9. Limitation of Liability
In no event shall AIH be liable for any special, incidental or consequential damages of any nature including, but not limited to, damages resulting from loss of profit or revenue, recall costs, claims for service interruptions or failure to supply downtime, testing, installation or removal costs, costs of substitute products, property damage, personal injury, death or legal expenses. Customer's recovery from AIH for any claim shall not exceed the purchase price paid by Customer for the goods, irrespective of the nature of the claim, whether in warrant, contract or otherwise. Customer shall indemnify, defend and hold AIH harmless from any claims brought by any party regarding products supplied by AIH and incorporated into the Customer's product.
10. Statements and Advice
If statements or advice, technical or otherwise, are offered or given to Customer, such statements or advice will be deemed to be given as an accommodation to Customer and without charge. Customer is responsible for determining an item’s suitability for any particular application. AIH shall have no responsibility or liability for the content or use of any statements or advice. AIH technical support is extremely limited in scope which prevents us from the direct participation in the design of any Customer products. We do not conduct product suitability studies or engineering reviews of products that we sell, nor for the final product that a Customer produces.
11. Non-Cancelable/Non-Returnable Products
From time to time, AIH will notify Customer of a product that is NC/NR, (non-cancelable/non-returnable) upon determining that an order requires such conditions of sale. Customer understands that NC/NR products are obtained by AIH from the manufacturer specifically for the buyer. Irrespective of circumstances, the buyer agrees that NC/NR products may not be cancelled, returned or rescheduled by the buyer without the written consent of AIH.
12. Intellectual Property
If an order includes software or other intellectual property, such software or other intellectual property is provided by AIH to Customer subject to the copyright and user license, the terms and conditions of which are set forth in the license agreement accompanying such software or other intellectual property. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement.
13. Force Majeure
AIH will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots or war. AIH's time for delivery or performance will be extended by the period of such delay or AIH may, at its option, cancel any order or remaining part thereof, without liability by giving notice to Customer.
14. Export Control
AIH is committed to compliance with all U.S. Export Regulations and Laws. AIH will not sell or ship to countries embargoed by the U.S. Treasury Office of Foreign Asset Control (OFAC). AIH will not sell or ship to individuals or organizations identified by the U.S. Treasury as Specially Designated Nationals and Blocked Persons. AIH will not sell or ship products prohibited under Export Administration Regulations to individuals or organizations identified by the U.S. Department of Commerce, Bureau of Industry and Security (BIS). AIH will not seek export licenses pursuant to Export Administration Regulations. AIH prohibits the re-export, brokering or transshipment of its products to any individual, organization or country prohibited by the OFAC or BIS. The sale, resale or other disposition of Products, and any related technology or documentation, are subject to the export control laws, regulations and orders of the United States and may be subject to the export and/or import control laws and regulations of other countries. Customer agrees to comply with all such laws, regulations and orders. Customer further acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Customer acknowledges its responsibility to obtain any license to export, re-export or import as may be required.
14.1 Export Classification Disclaimer
Any use of AIH export classifications is without recourse to AIH and at the user’s risk. Export classifications are subject to change. If you export or re-export, your company, as the exporter of record, is responsible for determining the correct classification of any item at the time of export. Any export classification by AIH is for AIH’s internal use only and shall not be construed as a representation or warranty regarding the proper export classification nor relied upon to make licensing determinations.
These Terms and Conditions may not be modified or cancelled without AIH's written agreement. Accordingly, goods furnished and services rendered by AIH are sold only on the Terms and Conditions stated herein. The sale of Products hereunder will be governed by the Terms and Conditions, notwithstanding contrary or additional terms and conditions in any purchase order, planning schedule, acknowledgment, confirmation or any other form or document issued by either party affecting the purchase and/or sale of Products. Notwithstanding any terms and conditions on Customer's order, the information and conditions on the Credit Application are controlling over Customer and AIH. Any conflicting statements or terms listed on the Customer purchase orders, invoices, confirmations or other Customer generated documents, whether heretofore or hereafter submitted, are negated by submission of the Credit Application and the issuance of credit by AIH, and all different or additional terms and conditions contained in any Customer Documents are hereby objected to by AIH. AIH's performance of any contract is expressly made conditional on Customer's agreement to AIH's Terms and Conditions of Sale, unless otherwise specifically agreed upon in writing by AIH. In the absence of such agreement, commencement of performance and/or delivery shall be for Customer's convenience only and shall not be deemed or construed to be acceptance of Customer's terms and conditions. If a contract is not earlier formed by mutual agreement in writing, acceptance by Customer of any goods or services shall be deemed acceptance by Customer of the Terms and Conditions stated herein. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by operation of law, merger or otherwise, without the prior written consent of AIH. The obligations, rights, terms and conditions hereof will be binding on the parties hereto and their respective successors and assigns. The waiver or breach of any term, condition or covenant hereof, or default under any provision hereof, will not be deemed to constitute a waiver of any other term, condition, or covenant contained herein, or of any subsequent breach or default of any kind or nature. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction, or affecting the validity or enforceability of such provision in any other jurisdiction. These Terms and Conditions will be governed by and construed in accordance with the laws of the state of Arizona and the applicable laws of the United States.