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Acceptance
of the Customer Purchase Order by DIGITAL WAREHOUSE USA,
INC., “Digital Warehouse”, with principal offices at
12-11 43rd Ave. Long Island City, NY 11101(''Seller'') binds both parties to the following
terms and conditions:
1.
Title.
Seller
hereby sells to the “Customer” the Networking
Hardware identified in Customer Purchase Order hereof.
Upon payment to Seller of the purchase price set forth
in Customer Purchase Order, title to the Networking
Hardware shall vest in the “Customer”.
2.
Shipment and packaging.
(a)
The mode of shipment of the Networking Hardware shall be
selected by Seller and the cost of such shipment shall
be added to the purchase price set forth in Customer
PURCHASE ORDER. Our goal is to ship within 72 hours
after the receipt of the CUSTOMER PO. Shipment delays
can happen from time-to-time for a variety of reasons.
We try to keep our Customers informed when an order is
delayed, however we are not responsible for any
consequential damages as a result of any delays. We do
not guarantee delivery on a certain date and/or time. We
ship partial orders when certain items are not in stock
or we may wait to complete the order prior to shipping
at Customer’s request. We strive to complete the order
within 20 working days following the receipt of
Customers PO.
(b)
The Networking Hardware shall be packaged in accordance
with Seller's then current packaging specifications for
Networking Hardware for the mode of shipment that the
Seller selects, and the cost of such packaging shall be
included in the purchase price of Customer PURCHASE
ORDER. Currently
we use foam, bubble rap, sturdy boxes and pack items
well. In the event the item arrives damaged, it is the
responsibility of the CUSTOMER to report to FED-EX any
damaged equipment received. DIGITAL WAREHOUSE USA,
INC.will work with the CUSTOMER and FED-EX to resolve
in-transit damaged goods issues in a timely manner.
(c)
The Networking Hardware shall be shipped freight
pre-paid from Seller's shipping point (manufacturing
facility or staging area), and the “Customer”
assumes all risk of loss therefor thereafter. Customer
is responsible for the payment of freight charges to the
Seller.
3.
Purchase price, taxes and payment terms.
(a)
The purchase price for the Networking Hardware shall be
as set forth in Customer PURCHASE ORDER. The purchase
price, together with all applicable shipping charges,
other special charges and taxes, including any and all
penalties, but less any credits or deposits, shall be
payable in full prior to shipment. We accept VISA/
MC/AMEX and ship COD bank check only. Wire transfer or
credit card must prepay international orders. We may
extend credit including COD company check and/or Net
Terms to organizations with excellent credit rating who
provide us with required credit information. When
approved in advance, the term is no longer then Net 30.
PAST DUE invoices are automatically accessed an 18% APR
finance charge beginning with day 40 from the invoice
date. CUSTOMER is responsible for payment any legal fees
arising from DIGITAL WAREHOUSE USA, INC.collection
effort to collect past due invoices.
(b)
The “Customer” shall pay all taxes based on or in
any way measured by this Agreement, the Networking
Hardware or any services related thereto, including any
personal property taxes but excluding taxes based on
Seller's net income. If the “Customer” elects to
challenge the applicability of any such taxes, the
“Customer” shall pay such taxes to the Seller and
the “Customer” may thereafter challenge such taxes
and seek refund thereof.
(c)
NY Customers are subject to 8.25% sales tax. Tax exempt
organizations must provide us with their tax number when
placing an order or risk being charged NY sales tax.
4.
Conditions and Warranty
(a)
All Digital Warehouse A+ Certified Pre-Owned or New-Open-Box (NOB) network equipment is covered by a One-Year Limited Hardware Replacement Warranty to the original end-user. Reseller warranty is 30 days.
(b)
All Pre-owned (A+ Certified) or NOB equipment sold by Digital Warehouse USA, Inc. carries a One-Year Limited Hardware Replacement Warranty to the original end-user. Warranty covers DOA (Dead-on-Arrival) equipment, equipment failing to perform to manufacturers specifications, cosmetically defective equipment, or equipment damaged in transit during the first year of purchase (30 days for resellers). Digital Warehouse TAC (Technical Assistance Center) will make an independent determination of the cause of the equipment failure. Warranty does not cover misuse and/or damage due to improper installation and/or operation of the equipment. Customer must open a TAC case with the Digital Warehouse Tech Support Team to obtain support. An RMA is issued when the equipment received is determined to have a specific cosmetic or functional defect. No item can be returned without a Return Authorization Number. RMAs are issued up to 1 year from the invoice date. CUSTOMER is responsible for returning the defective item within 10 days after the issuance of the RMA in its original box with all cables, manuals, and accessories, etc.- freight pre-paid. Collect shipments will not be accepted. CUSTOMER will be charged for any missing items. RMAs not returned within 10 days will be cancelled. Digital Warehouse will repair and/or exchange and return the equipment under warranty within 10 working days following its receipt. No other implied or explicit warranty of any kind is offered. Customer is responsible to pre-pay freight for RMA shipments to our NYC facilities. Digital Warehouse is responsible for any return freight costs of the replacement or repaired items to customer location.
(c)
The Customer has the option to purchase an Extended 2-Year or 3-Year Annual Warranty For products purchased directly from Digital Warehouse. The cost of 2nd year annual warranty is 10% of the original purchase price of any item. The cost of the 3rd year annual warranty is 15% of the original purchase price of any item. The cost of purchasing a combined 2nd and 3rd Year Extended Warranty is 20% of the original purchase price of any item.
(d)
Digital Warehouse does not offer warranty for products purchased elsewhere except for its Platinum Customers. To find out more about Digital Warehouse's customized Extended Warranty Services for Platinum Customers, contact your Sales Representative.
6.
Negation of proprietary rights indemnity.
THE
NETWORKING HARDWARE IS PROVIDED ON AN ''AS IS'' BASIS
AND THE SELLER SHALL HAVE NO LIABILITY TO “CUSTOMER”
FOR THE INFRINGEMENT OF ANY PATENTS, COPYRIGHTS, TRADE
SECRETS, OR OTHER PROPRIETARY RIGHTS BY THE NETWORKING
HARDWARE OR ANY PORTION THEREOF.
7.
Termination/cancellation.
(a)
This Agreement may be terminated or cancelled by the
Seller if:
(1)
“Customer” fails to pay Seller the purchase price;
(2)
“Customer” is in default of any other provision of
this Agreement and such default has not been cured
within 20 days of written notice thereof given by the
Seller; or
(3)
“Customer” becomes insolvent or seeks protection,
voluntarily or involuntarily, under any bankruptcy laws.
(b)
In the event of any termination/cancellation of this
Agreement, the Seller may:
(1)
Declare all amounts owed Seller to be immediately due
and payable;
(2)
Enter the “Customer”'s premises and repossess the
Networking Hardware and all other items supplied by
Seller; and
(3)
Cease performance of all of Seller's obligations without
liability to “Customer”.
(c)
The foregoing rights and remedies of Seller shall be
cumulative and in addition to all other rights and
remedies available to the Seller in law and in equity.
9.
Limitation of liability.
(a)
IN NO EVENT SHALL SELLER BE LIABLE TO “CUSTOMER” FOR
ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST
PROFITS, EVEN IF THE SELLER HAS BEEN ADVISED OF THE
POSSIBILITY THEREOF, ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF. SELLER'S
LIABILITY TO “CUSTOMER” HEREUNDER, IF ANY, SHALL IN
NO EVENT EXCEED TEN THOUSAND DOLLARS ($ 10,000) OR THE
TOTAL OF THE AMOUNTS PAID TO SELLER HEREUNDER BY THE
“CUSTOMER”, WHICHEVER IS LESS.
(b)
IN NO EVENT SHALL SELLER BE LIABLE TO “CUSTOMER” FOR
ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OR
DELAY OF THE SELLER IN THE DELIVERY OR INSTALLATION OF
THE NETWORKING HARDWARE OR IN THE PERFORMANCE OF
INSTALLATION SERVICES OR OTHER SERVICES UNDER THIS
AGREEMENT.
10.Customer
and Quotes:
We
do not have a reseller program and sell only to
end-users. We strive to provide you with an accurate
phone or written quote. However, we are not obligated to
sell any products as quoted due to unintentional data
entry or other errors. Quoted and actual price,
availability and delivery time of the equipment may
vary.
11.
Purchase Orders:
Due
to the complex nature of networking orders, we require
one PO per order from our Customers. No order can be
processed without a PO. When an order is processed, a
sales invoice is generated and a confirmation is emailed
to the CUSTOMER. Order Cancellation: Orders placed may
not be canceled without good cause. All cancelled orders
with good cause are subject to a 20% RE-STOCKING FEE.
12.Fitness
for a Particular Purpose:
We
are ready to assist you in choosing the right product
for your internetworking applications needs. However,
the final responsibility of compatibility and/or fitness
for a particular purpose lays with the CUSTOMER.
13.Returns
and Exchanges:
We
strive to to provide you with best prices on
most-in-demand internetworking communications hardware
and we want you to be totally satisfied with your
purchase. If you are not 100% satisfied with your
purchase, we will exchange the item (other then Special
Orders) within 30 days or issue you a company credit
towards purchase of another item. We do not issue cash
or credit refund for returned items under any
circumstances.
14.Completeness:
Each
box contains a PACKING SLIP indicating what is in the
box. It is the Customer’s responsibility to check the
items received against the pack slip, and report to
DIGITAL WAREHOUSE USA, INC.any discrepancies
immediately.
15.
Third Party:
In
the event a Third Party assumes title to the equipment
and responsibility for payment of the equipment shipped
from DIGITAL WAREHOUSE USA, INC.to an end-user at its
direction, that Third Party is considered DIGITAL
WAREHOUSE USA, INC.CUSTOMER and this agreement in its
entirety is between that CUSTOMER and DIGITAL WAREHOUSE,
and that CUSTOMER assumes full responsibility for
payment of DIGITAL WAREHOUSE USA, INC.invoices within 30
days after the entire order has been delivered to its
end-user.
16.
Special Orders: Digital Warehouse USA, Inc.Non-stock
items are considered Special Orders. Special Orders are
non-returnable and are sales of Special Orders are
final.
17.
General.
(a)
This Agreement shall be deemed effective upon execution
thereof by the “Customer” and acceptance thereof by
an authorized representative of the Seller.
(b)
Any cause of action arising out of or related to this
Agreement must be brought no later than one year after
the cause of action has accrued.
(c)
This Agreement is the exclusive agreement between the
parties relating to the subject matter hereof and
supersedes all prior understandings, writings,
proposals, representations or communications, oral or
written, of either party. This Agreement may only be
amended by a writing executed by the authorized
representatives of both parties.
(d)
This Agreement shall be interpreted in accordance with
the substantive laws of the State of New York.
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