Terms & Conditions
TERMS AND CONDITIONS OF SALE
1. Parties. “Seller” means E Commerce Enterprises, LLC, a Michigan Limited Liability Company. “Buyer” means the entity or person purchasing the product.
2. Application. These Terms and Conditions of Sale define the relationship of Buyer and Seller and apply to all sales of equipment, parts, supplies, materials, or other personal property (individually and collectively, “Equipment”) by Seller to Buyer. Buyer acknowledges and agrees that these Terms and Conditions of Sale are incorporated in, and are a part of, each quotation, purchase order, invoice, release, requisition, work order, shipping instruction, specification, and any other document, whether expressed verbally, in written form or electronic commerce, relating to the sale of Equipment by Seller to Buyer (these documents are collectively referred to as the “Agreement”).
3. Pricing. Prices for Equipment and other related information shown in any Seller or manufacturer product publication, including but not limited to catalogs, brochures, and websites, are subject to change without notice. Prices do not include related freight charges, use tax, sales tax, excise tax, value-added tax, or similar taxes, or charges of any nature whatsoever imposed by any governmental authority unless otherwise expressly noted by Seller.
4. Taxes. Prices quoted do not include (and Buyer shall pay) all taxes and fees of any kind that may be levied or imposed on either party by federal, state, municipal, or other governmental authorities in connection with the sale or delivery of the Equipment by Seller with the exception of Seller’s income tax obligations arising out of the sale of the Equipment.
5. Acceptance and Availability. All orders are subject to acceptance and availability. Seller is not responsible to Buyer for out-of-stock or unavailable items. Seller will refund payments made to Seller by Buyer for out-of-stock or unavailable items. However, we have set our system up so you will not be billed until an item is shipped.
6. Terms of Payment. Unless otherwise specifically agreed in writing by Seller, the total price is due and payable to Seller at the time of order. Payment is to be made through methods available on Seller’s website.
7. Security Interest. As security for payment of all amounts due to Seller, Buyer grants to Seller a security interest in all Equipment sold by Seller to Buyer, and Seller will have all rights of a secured party under the Uniform Commercial Code with respect to the Equipment. Buyer appoints Seller as its attorney-in-fact with authority, at Seller’s option, to take actions as Seller deems reasonable in the circumstance to perfect the above security interest in any one or more jurisdictions, and Buyer shall pay all applicable filing fees.
8. Limited Warranty—Disclaimer of Warranties. The warranty obligations of Seller for Equipment sold by Seller will in all respects conform and be limited to the warranty extended by the manufacturer of the Equipment, if transferable. The sole remedy available to Buyer with respect to defects in the Equipment will be against the manufacturer under any applicable manufacturer’s warranty to the extent available to Buyer. TO THE EXTENT THE MANUFACTURER WARRANTY IS NOT TRANSFERABLE TO BUYER, SELLER MAKES NO WARRANTY, EXPRESS OR
IMPLIED, WITH RESPECT TO OR IN ANY WAY RELATING TO THE
EQUIPMENT, WHETHER BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
If Equipment is resold by Buyer, Buyer will include in its agreement for resale provisions that limit recoveries in accordance with the Agreement. In case of Buyer’s failure to include in any agreement for resale the terms providing for such limitations, Buyer will indemnify and hold Seller harmless against any liability, loss, cost, damage, or expense (including reasonable attorney fees) arising out of or resulting from the failure.
IN NO EVENT WILL SELLER BE LIABLE OR RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR EXPENSE OCCASIONED BY THE USE OF DEFECTIVE EQUIPMENT. BUYER ASSUMES FULL RESPONSIBILITY THAT THE EQUIPMENT PURCHASED UNDER THE AGREEMENT MEETS THE SPECIFICATIONS AND/OR INTENDED USE OF BUYER, AND SELLER MAKES NO REPRESENTATION WITH RESPECT TO THEM.
BUYER ACKNOWLEDGES MANUFACTURER SPECIFICATIONS FOR THE EQUIPMENT PURCHASED AND ASSUMES ALL LIABILITY FOR USE OUTSIDE OF MANUFACTURER SPECIFICATIONS.
BUYER ACKNOWLEDGES THE EQUIPMENT CAN WEAR OR DAMAGE OTHER PROPERTY, WHETHER OR NOT PURCHASED FROM SELLER, AND ASSUMES ALL RISK OF SUCH WEAR OR DAMAGE AND FOREVER RELEASES SELLER FROM ANY LIABILITY ARISING FROM WEAR OR DAMAGE TO OTHER PROPERTY.
BUYER ACKNOWLEDGES THE EQUIPMENT CAN BE WORN OR DAMAGED FROM OTHER PROPERTY, WHETHER OR NOT PURCHASED FROM SELLER, AND ASSUMES ALL RISK OF SUCH WEAR OR DAMAGE AND FOREVER RELEASES SELLER FROM ANY LIABILITY ARISING FROM WEAR OR DAMAGE TO THE EQUIPMENT FROM OTHER PROPERTY.
All Equipment is sold “As Is” without express or implied warranties to the maximum extent allowed by applicable law or as specified herein.
9. Delivery. Any delivery dates or other schedule of performance by Seller are approximations, and the sole obligation of Seller with respect to the schedule of delivery or performance will be to use commercially reasonable efforts to deliver the Equipment, or otherwise to perform, consistent with the reasonable demands of its business. In any event, Seller will have no liability to Buyer or any other person for delays in performance due to strikes or labor disputes of any type; accidents, fire, floods, acts of God, or actions by governmental authorities; acts, omissions, or delays of Buyer or any other third party; shortages of labor; or without limitation of the above, for any causes reasonably beyond the control of Seller. All international shipments may be randomly chosen for inspection by governmental agencies. The Buyer is responsible for all taxes, custom duties, fees, or other requirements on international shipments.
10. Title and Risk of Loss. Title to and risk of loss or damage to the Equipment will pass to Buyer on delivery by Seller F.O.B. (a) Seller’s facility, (b) Seller’s supplier’s facility when Equipment is shipped directly from the manufacturer, or (c) as otherwise specifically indicated in the Agreement.
11. Inspection and Acceptance. Buyer will have three (3) days from the date of delivery to inspect the Equipment for defects and nonconformance and to notify Seller, in writing, of any defects, nonconformance, or rejection of the Equipment (other than defects or nonconformities due to damage, shortage, or errors in shipping that will be reported as set forth below). Claims for shipping damage, errors, or shortages must be made in writing to Seller no more than two (2) days after receipt of shipment. After this period, Buyer will be deemed to have irrevocably accepted the Equipment, if not previously accepted. After
acceptance, Buyer will have no right to reject the Equipment for any reason or revoke acceptance. Claims for damage due to shipping must be made by Buyer to the freight carrier. Certain products may be non-returnable due to high delivery fees, as indicated in their product descriptions.
12. Return of Equipment. All returns will be pursuant to Seller’s instructions. Buyer must contact Seller within the specified timeframe in paragraph 11 to arrange for a return. All returns must reference the original invoice number and the reason for return. All returned items must be in their original condition, including tags and packaging. Non-warranty returns of normal stock products that are unused and are in resalable condition will be subject to Seller’s return policies in effect at the time, including applicable restocking and transportation charges and other conditions of return.
14. Changes. Seller reserves the right from time to time to correct any typographical or clerical errors, including errors in mathematical computation, that may exist in the Agreement, without notice. Seller irrevocably reserves the right to amend or change these Terms and Conditions of Sale without notice to Buyer.
15. Technical Support. Unless otherwise specifically provided on the quotation or invoice, the Agreement does not include any services of Seller in connection with installation, testing, or evaluation of the Equipment. Seller will, however, consistent with its capabilities and subject to scheduling acceptable to Seller, make available to Buyer, at Buyer’s expense, technical support services relating to the Equipment at the rates then imposed by Seller, together with any out-of-pocket expenses to Seller in connection with the technical support. The sole remedy of Buyer in connection with any acts or omissions of Seller in the provision of technical support will be the provision of further technical support to Buyer reasonably required to correct the act or omission.
16. Modifications and Waiver—Entire Agreement. Neither party has rights, warranties, or conditions expressed or implied, statutory or otherwise, other than those contained in the Agreement. The Agreement contains the entire agreement between Seller and Buyer and can be modified or rescinded only by a writing signed by both parties. No waiver of any provision of the Agreement will be binding unless in writing signed by an authorized representative of the party against whom the waiver is asserted, and unless expressly made generally applicable, will apply only to the specific case for which the waiver is given. Failure of either party to insist on strict performance of the Agreement will not be
construed as a waiver of any term or condition of the Agreement.
Any document submitted by Buyer to Seller confirming its intention to purchase Equipment described in the Agreement (purchase orders, electronic purchases, or releases) will be deemed to constitute a confirmation and acceptance of the Agreement, even if the document states terms in addition to or different from those in the Agreement. All agreements between Seller and Buyer will be solely under the terms and conditions of the Agreement and these Terms and Conditions of Sale, and Seller objects to any and all additional or different terms contained in any document submitted to Seller by Buyer.
Any execution by Seller of any other document submitted by Buyer in connection with the purchase of Equipment does not constitute acceptance of or agreement to any terms and conditions in addition to or different from those contained in the Agreement and these Terms and Conditions of Sale, but will constitute only acknowledgment of receipt of the document. In addition, notwithstanding any terms contained in any documents submitted by Buyer in connection with the purchase of Equipment described under the Agreement, the acceptance of delivery by Buyer of Equipment described in the Agreement will constitute a course of conduct constituting Buyer’s agreement to the terms and conditions of the Agreement and these Terms and Conditions of Sale, to the exclusion of any additional or different terms and conditions.
17. Intellectual Property Rights. Seller maintains all intellectual property rights to Equipment, branding, marketing, and sales content, including website design, formatting, graphics, logos, images, or any other intellectual property of Seller (“Seller’s Intellectual Property”). Buyer is not conveyed a license, permission, or consent to the use of Seller’s Intellectual Property in any manner or form without expressed written permission from Seller. This includes, but is not limited to, prohibiting Buyer from distributing, reproducing, derivatively creating works, or otherwise appropriating Seller’s Intellectual Property for any reason or purpose.
18. Use of Website. Buyer acknowledges and agrees they are over the age of 18 by using Seller’s website in any way or manner. Buyer agrees to use Seller’s website for only lawful purposes. Buyer’s use of the website will in no way infringe on the use, enjoyment, or rights of anyone else to use and enjoy the website for Seller’s intended purposes.
19. Privacy Policies.
A. Personal Information. Seller collects Buyer personal information in the course of its business. Seller reserves the right to use collected personal information for lawful business purposes. Seller does not sell or release personal information for purposes outside of lawful business purposes. By conducting business with Seller, Buyer is consenting to the use of personal information for such lawful business purposes.
B. Protection of Personal Information. Seller protects personal information through the use of PCI compliant platforms.
C. EUROPEAN ECONOMIC AREA (“EEA”): European residents are advised their personal information is collected by Seller to fulfill Seller’s business obligations and/or contracts, or other legitimate business interests listed in these Terms and Conditions of Sale. European residents are on notice that their personal information will be transmitted outside of Europe, including, but not limited to, to Canada and the United States. European residents have the right to access their personal information held by Seller. European residents have the right to contact
Seller to request their personal information be corrected, updated, or deleted.
D. Cookies. Seller uses cookies in conducting its web-based business. Cookies are data files containing a unique identifier that are placed on a device or computer to track and collect data related to the user. By using Seller’s website and electronic platforms, Buyer is consenting to Seller’s use of cookies.
E. Compliance With Applicable Privacy Law. Seller makes every effort to comply with applicable Privacy Laws and will provide any notices of breach of privacy as prescribed by applicable law.
20. Third Party Websites. Seller’s website and/or electronic platforms may contain links to other websites. Seller in no way endorses, promotes, affiliates with, or exercises control or dominion over any third-party website. All Buyers or potential Buyers are advised to read the privacy policy of a third-party website prior to providing any information or data to the third-party.
21. Compliance with Laws. Buyer will be responsible for compliance with any and all federal, state, or local laws or regulations respecting safety or respecting use of the Equipment and shall indemnify and hold Seller harmless from and against any and all claims of violations of laws or regulations or other claims of personal injury or property damage directly or indirectly related to the installation, maintenance, or operation of the Equipment.
22. Export Control. Equipment supplied by Seller may be subject to various export laws and regulations. It is the responsibility of the exporter to comply with all laws and regulations. Notwithstanding any other provision to the contrary, if federal, state, or local law requires export authorization for the export or re-export of any Equipment or associated technology, no delivery can be made until export authorization is obtained, regardless of any otherwise promised delivery date. If any required export authorization is denied, Seller and Seller’s supplier will be relieved of any further obligation relative to the sale and delivery of the Equipment subject to denial without liability of any kind relative to Buyer or any other party. Seller will not comply with boycott-related requests except to the extent permitted by federal law and then only at Seller’s discretion.
23. Governing Law. The Agreement and Terms and Conditions of Sale will be governed by and construed in accordance with the laws of the United States and the State of Michigan.