Terms and Conditions
1. SCOPE. An order constitutes an agreement between Tech Clarity Group, LLC (“Tech Clarity”) and Buyer when confirmed in writing by Tech Clarity. Any of the terms and conditions of Buyer’s order, which are in any way inconsistent with or in addition to the Terms and Conditions of Sale, or in the Agreement referenced on the terms of this acknowledgment, if any, shall not be binding on Tech Clarity unless expressly accepted in writing by an authorized representative of Tech Clarity. If an agreement is referenced on the face of this acknowledgment, the terms and conditions set forth in that Agreement shall be controlling. This agreement shall be held in force for this order and all respective future orders. To receive timely services Buyer must provide safe and timely and reasonable access to premises as applicable.
2. PRICES. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. Prices will be those in effect on the respective sales order dates. Written or verbal quotations are subject to daily changes and expire at the end of the day that they are made unless otherwise agreed stated in writing.
3. TAXES AND OTHER CHARGES. The amount of any present or future transfer, sales, revenue, excise, customs or other duties or taxes, or any other charges imposed on any transaction between Buyer and Tech Clarity shall be added to the prices quoted or invoiced and shall be paid by Buyer, except those taxes or charges specifically itemized and included in the total price on the face hereof; or in lieu of the charges Buyer shall provide Tech Clarity with a tax exemption certificate acceptable to the entity imposing the same.
4. PAYMENT DEFAULT. Buyer agrees to pay for the Goods/Services and any shipping or other charges in full within net 30 from delivery or as otherwise specified by Tech Clarity. In addition to all other remedies Tech Clarity has under applicable laws, in the event of Buyer default, Tech Clarity shall have the right to finance charges upon the unpaid balance at the principal percentage rate of 12% per annum. Buyer shall also pay all costs of collection including without limitation, attorney’s fees. If in Tech Clarity’s opinion the financial condition or actions of Buyer at any time indicate that payment for goods ordered may not be received, Tech Clarity may discontinue shipment and require payment in advance. Further, in such circumstances Tech Clarity shall have the right at Buyer’s expense, to repossess all Goods which may be stored with Tech Clarity or Buyer for Buyer’s account, without the necessity of taking any other proceedings, or after such proceedings as may be required by law. Buyer acknowledges that all the merchandise so repossessed shall be the property of Tech Clarity. No setoffs will be allowed.
5. DELIVERY. Shipping dates are approximate and based upon prompt receipt of all necessary documents from Buyer and will be set in a commercially reasonable manner to meet the Buyer’s requirements. In the absence of specific instructions, Tech Clarity may exercise its discretion in the method of shipment. Delivery dates are the dates the products are shipped from Tech Clarity unless otherwise noted. Tech Clarity will attempt to meet the delivery schedule of the Buyer’s request. However, time will not be of the essence for any delivery schedule. Delivery will be FOB shipping point (origin). All transportation and shipping charges will be paid by Buyer. Buyer assumes title and all risk of loss from the time the products are delivered to a common carrier or placed in the possession of United States Postal Service.
6. DELAYS IN PERFORMANCE. Tech Clarity shall not be liable for any delay in performance hereunder due to unforeseen circumstances or due to causes beyond its control including, but not limited to, acts of nature, acts of government labor disputes, delays in transportation, and delays in delivery or inability to deliver to Tech Clarity suppliers.
7. ACCEPTANCE OF GOODS/SERVICES. Buyer shall examine all goods/services delivered immediately upon receipt and shall be deemed to have accepted said goods/ services as conforming unless Tech Clarity is notified of any issues or complaints within ten (10) days of the time of delivery to Buyer.
8. WARRANTY. Tech Clarity warrants that the merchandise to be delivered will be of the kind and quality described. The manufacturers’ warranty for goods/services shall pass to the Buyer such that the Buyer will realize the original manufacturers’ warranty. This warranty is exclusive and it is in lieu of any implied warranty of merchantability, fitness for a particular purpose or other warranty of quality whether express or implied, except the warranty of title and against patent infringement, Tech Clarity shall not be liable under any circumstances for any indirect or consequential damages to a party whatsoever.
9. RETURN OF GOODS. Goods may not be returned for any reason unless expressly authorized by Tech Clarity, and, if so returnable, they may be returned only under the conditions set forth herein. If such return is permitted by Tech Clarity, Buyer shall receive written authorization and a handling/restocking charge of 20% or higher of the sales price of the Goods returned (including taxes and other charges) shall be paid by Buyer. Goods returned without written authorization shall be refused: risk of loss for all goods returned to Tech Clarity shall at all times be upon the Buyer during shipment, and all replacement shipments to Buyer shall be made only under the provisions of paragraph 5 above.
10. SHIPPING DAMAGE. All claims will be made within 48 hours of receipt. Buyer to store product as received until items damaged can be inspected by carrier.
11. INTELLECTUAL PROPERTY. To the extent, Tech Clarity owns preexisting intellectual property (IP) that Tech Clarity supplies to Buyer and any new IP developed in connection with delivery of services shall remain the property and ownership of Tech Clarity.
12. INDEMNIFICATION AND COOPERATION. Buyer shall hold Tech Clarity harmless and indemnify Tech Clarity against any claim, loss, cost, damage or liability suffered, paid or incurred by Tech Clarity in connection with any claim for personal injury, property damage or any other type of damage, which may be made, threatened or alleged against Tech Clarity by any person resulting from or in connection with (a) any violation of law, regulation, rule, order or restriction of any governmental authority by Buyer, Buyer’s customers, or the end user of the Goods/Services, in the resale or use, (b) any improper use of the Goods/Services by Buyer, Buyer’s customers, or the end user, or (c) any alteration by Buyer, Buyer’s customers, or the end user without prior written authorization from Tech Clarity. In the event of any recall, inspection, testing, replacement or correction of the Goods/Services, whether required by the manufacturer, governmental authority or otherwise, related to any actual or alleged infringement of any United States or foreign patent, copyright or similar common or civil law or civil law right of a third party, Buyer will cooperate and assist Tech Clarity in seeking recourse from the manufacturer/provider in question. Buyer acknowledges that Tech Clarity has no liability with respect to such infringement issues and that all such liability shall be borne solely by the manufacturer/provider of the Goods/Services in question.
13. CANCELLATIONS. These terms and Buyer’s order as indicated on the face hereof can be cancelled, suspended or modified only with Tech Clarity’s written consent, and upon terms that will indemnify Tech Clarity against loss arising from such cancellation, suspension or modification.
14. LIMITATION OF LIABILITY. Tech Clarity shall not under any circumstances be liable to Buyer or any other person for any special, incidental or consequential damages, including, without limitation, damages resulting from use or malfunction of the products, loss of profits or revenues or costs of replacement goods or loss of data. Even if Tech Clarity is informed in advance of the possibility of such damages. Buyer’s recovery from Tech Clarity for any claim shall not exceed Buyer’s purchase price for the product/ services giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty, or otherwise.
15. APPLICABLE LAW. This instrument and performance hereunder shall be governed by the laws of the State of Texas and this instrument shall be considered a contract made in Texas. Buyer agrees that it may bring suit against Tech Clarity in any Court with proper jurisdiction in Denton County, Texas, and for purposes of suit against Buyer, submits itself to the jurisdiction of Texas.
16. REGULATIONS. Buyer shall comply with any applicable federal, state and local regulatory requirements.
17. ENTIRE AGREEMENT. Along with the terms of any written, approved order, the terms and conditions hereof, constitute the final and complete and exclusive agreement between the parties, and shall apply to and bind the parties and their respective successors and assigns for all business conducted between the parties unless put in writing and accepted by Tech Clarity. Buyer acknowledges that Buyer is not relying on any representations made by Tech Clarity.