The purchaser will be responsible for and shall pay all applicable taxes, fees, levies, imports, duties, withholdings or other charges (including interest and penalties thereon, if any) imposed by taxing authorities by reason of the sale and delivery herein provided for. In the event the purchaser is buying for resale, a duly executed resale certificate shall be delivered to the seller prior to delivery for the state where delivery takes place. If the appropriate information provided on the reverse side hereof, this form shall constitute such resale certificate.
2. TITLE AND SECURITY INTEREST
Title to the Equipment shall be free of all liens, claims, and encumbrances of any kind and shall vest in purchaser at such time as purchaser's obligations hereunder are satisfied in full. If the balances due to seller from buyer hereunder is not paid when due, there shall be added to the amount due to seller hereunder a service charge of 1 ½% for each month of fraction thereof said monies are past due, and the amount of all reasonable attorney's fees actually and reasonably incurred by seller in collecting such amount or in repossessing the Equipment.
3. MAINTENANCE AND WARRANTY
Unless noted otherwise on previous page(s), the seller warrants the following seller warrants the Equipment will be eligible for the manufacturer's maintenance agreement at the time of delivery. Seller warrants that equipment will be at current engineering levels. Seller makes no other warranty, expressed or implied as to any matter whatsoever, including without limitation, the design or condition of the equipment, its fitness or capacity of durability for any particular purpose. the quality of the material or workmanship of the equipment or conformity of the equipment to the provisions and specifications of any purchase order or orders relating thereto, and, as, to seller. Purchaser purchases the equipment "AS IS." Purchaser shall, upon delivery of the Equipment, inspect the Equipment and notify seller, in writing within ten (10) days of delivery or on the date manufacturer accepts the Equipment for a maintenance agreement, whichever occurs first, of any defects or Nonconformity's whatsoever in the Equipment. Failure of purchaser to notify seller shall constitute an acceptance of the Equipment and waiver of all defects and/or nonconformity's in the Equipment.
Any notices provided for herein shall be in writing and sent by registered or certified mail, postage prepaid, addressed to the party for which it is intended at the address set forth on the reverse side of this Agreement, or to such other address as either party shall from time to time indicate in writing said notice to be deemed effective upon receipt or three days from the date of mailing, whichever comes first.
5. OPTION TO TERMINATE
In the event Purchaser refuses or is unable to accept delivery of the Equipment by the date set forth in Section 3 hereof, then seller, at its option, may (A) (i) terminate this Agreement upon notice to Purchaser, (ii) take immediate possession of the Equipment, and (iii) retain all money paid hereunder to the date of such notice toward liquidated damages if it shall so elect, in addition, it may recover its actual loss, and (B) exercise any other right or remedy available to seller by law or equity.
6. FORCE MAJEURE
If seller is unable to deliver the Equipment because of an act of God or any contingency, delay, failure or other cause beyond the control of seller, seller shall not be liable for such failure during the period of and to the extent of said disability. If said disability shall prevent or interfere with the shipment of the Equipment by carrier which seller would have ordinarily have used, said shipment shall not be made by a more costly carrier unless purchaser shall advise seller that purchaser will assume and pay additional costs.
7. purchaser'S PURCHASE ORDER
seller agrees that purchaser may order Equipment by Purchase Order if required for its internal processing. purchaser agrees that any conflicting or additional terms and conditions on such Purchase Order shall be of no force or effect with respect to this transaction.
A. This constitutes the entire Agreement between seller and purchaser with respect to the sale of the Equipment and no representation or statement not contained herein shall be binding upon seller or buyer as a warranty or otherwise unless in writing and executed by both seller and purchaser.
B. This Agreement shall be binding and inure to the benefit of the parties hereto and their respective successors and assigns.
C. This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany including but not limited to all matters of construction, validity, performance and enforcement.
D. In the event that seller prevails in any action to enforce the terms and conditions of this Agreement in any arbitration or litigation, seller shall be entitled to recover from purchaser its reasonable attorneys' fees and costs, including those incurred on appeal, as determined by the arbitrator or court.
E. This agreement is subject to acceptance by seller at its offices in Germany and/or Turkey, and shall only become effective on the date thereof.
F. This agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and of equal force and effect.
G. Time is of the essence
H. Freight charges will not be refunded under any circumstances.
I. Core exchange charges: If this core exchange part is not returned within 14 days, buyer agrees to pay a minimum fee equal to the original sale price. Charges will be applied to the original credit card used during purchase.
J. All sales are final. No returns. Equipment is sold as is unless otherwise stated in writing by seller.
9. RETURNS / RMA POLICY & PROCEDURES
A. All items sold have been photographed, marked, serialized and in most cases security sealed for your protection.
B. Our shipping and receiving department will reject items returned without the Authorized RMA number on the box. Write the authorised RMA# on the outside of the box legibly.
C. Customers are responsible for the return of any RMA items to EDICO Equipment, including freight charges, packaging, and shipping labels. Items to be returned, must be packed with materials equivalent to the way the customer received the original shipment. EDICO Equipment recommends that all packing materials be kept until items are determined to be in satisfactory condition. RMA# will expire 14 days after it is issued. Any items received after the RMA expiration date will not be given credit nor refunded. It will be the responsibility of the customer to retrieve any part returned after this time. (i.e Call tag) Late returns shipped and left at EDICO Equipment after 5 business days become the property of EDICO Equipment.
D. Warranty is voided if any security seals are broken or removed. All sales are final. Equipment is sold as is unless a warranty period is specified in writing on the sales contract.
E. RMAs will not be issued after any warranty period has expired. “Your customer just opened the box” is not a valid excuse.
F. Defects and/or complaints must be reported in writing without undue delay and may only form the basis of a claim if, in the case of obvious defects and/or complaints, they are reported within two weeks of receipt of the products and, in the case of latent defects, within two weeks of discovery, however no more than one year after the products have been received.
G. RMAs will not be issued for items damaged in transit. A replacement item must be purchased while the carrier is processing the claim. Any freight damage claims must be filed within 24 hours of receiving the item from the carrier. Any claims resulting from carrier negligence need to be filed by the buyer. Save all packing materials, call the carrier immediately to report the damage and schedule an onsite inspection. If needed: Your EDICO Equipment Sales Rep will assist you with instructions on how to do this properly. We will do all we can to assist you in filing your claim.
H. RMAs will only be issued after our technical assistant department has reviewed the issue Let our trained technicians assist you in trouble shooting before asking for a RMA or claiming defective equipment. EDICO Equipment is here to assist you in any way we can.
I. RMA replacements will only be shipped by ground service unless pre-approved by EDICO Equipment management.
J. Authorized RMA items found to be in good working order will be subject to a restocking fee (20% of the original purchase price. Min. $50.)
K. Unauthorized returns will not be refunded. Any unauthorized items returned to EDICO Equipment must be picked up within 72 hours at the buyer’s expense. After 72 hours, if buyer has not picked up the unauthorized item, the items will become the property of EDICO Equipment.
L. Freight charges will not be refunded under any circumstances.
M. Core RMAs that are returned must be a repairable part. If the part is broken or unrepairable you will not get credit and will be invoiced. The part will be sent back to you on your freight account number. If no freight account number is provided you will be invoiced for the freight.
10. SHIPPING CHARGES
If for any reason product is shipped on sellerS's freight account (ie. UPS, Fedex, DHL) purchaser agrees to pay seller for all freight charges including taxes, fees, levies, import, and duties associated with the shipment of the product(s). This includes products shipped from off site locations. All freight charges are nonrefundable. Reimbursement from shipping charges are due to seller the day purchaser is invoiced. purchaser agrees to reimburse shipping charges to seller in the same means as the products purchased.
You are also responsible for all charges, including transportation charges and possible surcharges, and all duties and customs assessments including fees related to our prepayment of same, governmental penalties and fines, taxes, and our lawyers' fees and legal costs, related to this shipment.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and do hereby warrant and represent that the execution and delivery of this Agreement has been duly authorized by all necessary and appropriate corporate action and constitutes a valid, legal and binding Agreement enforceable in accordance with its terms.