Terms & Conditions
All sales made by Solido USA, LLC (“Solido USA”) to its customers with Solido USA resale accounts (“Purchaser”) are subject to these terms and conditions. Purchaser’s acceptance of these terms and conditions shall be made by either (i) Purchaser providing a purchase order to Solido USA, (ii) Purchaser’s written acknowledgement hereof, (iii) Purchaser’s acceptance of any shipment of any part of the items Product from Solido USA, or (iv) any other act or expression of acceptance by Purchaser, whichever occurs first. These terms and conditions shall apply to sales of all products noted below (“Product”).
1. Ordering
Purchaser must become certified as an Authorized Solido USA Sales Representative before placing any orders. Prior to placing an order, Purchaser’s account must be current and in good standing. Purchaser must provide Solido USA with complete Product order information as required by Solido USA. The Product order information will include without limitation the (i) Product description, (ii) unit quantity, (iii) Solido USA SKU number and/or vendor part number, (iv) current unit price as provided by Solido USA, and (v) correct shipping address. Purchaser personnel will identify, for each Product order, the ship-to destination as either Purchaser, Purchaser’s customer, or to some other specified third party. Solido USA reserves the right to require additional information based on the requirements of the manufacturer or publisher of the Product. Purchaser shall not disclose any confidential information when ordering from Solido USA. Purchaser may place orders over telephone, via facsimile or e-mail, and via Solido USA approved electronic ordering methods. Solido USA will have no obligation to confirm the validity of any order placed on the authority of the person placing an order in this manner. Solido USA’s acceptance of any order from Purchaser is limited to these terms and conditions in their entirety without addition, modification or exception. Any additional or different terms in Purchaser’s purchase order or submitted by Purchaser in any form are hereby deemed to be material alterations hereto and notice of objection to them is hereby given. Orders for direct shipment to Purchaser’s customers may require prepayment and be subject to additional fees. Solido USA will have no obligation to hold Product for future sale to Purchaser if Purchaser’s order is incomplete, on hold, or if Purchaser does not confirm it within 48 hours of notification from Solido USA that backordered Product is available for shipment. All Products sold to Purchaser hereunder are for resale only. Additional fees may apply.
All Product pricing, description and availability information (“Information”) provided by Solido USA, in any form, is the property of Solido USA. Solido USA hereby grants Purchaser a limited, non-exclusive, non-transferable license to use the information for Purchaser’s internal use only for purposes of Purchaser’s sales and purchases of Products sold by Solido USA. If Solido USA provides information to Purchaser electronically, Purchaser agrees to update such Information regularly to ensure its accuracy. Purchaser agrees to hold in confidence and not to directly or indirectly use, reveal, report, publish, disclose or transfer to any other person or entity any of the Information or utilize the Information for any purpose except as permitted herein. Solido USA makes no warranty, either express or implied, on the Information. All Information is provided to Purchaser “As Is.” Solido USA hereby disclaims any and all warranties, express and implied, relating to information including but not limited to, the implied warranty of merchantability and the implied warranty of fitness for a particular purpose.
2. Price
All prices for the Products and suggested retail prices for the Products are subject to change without notice and will be established at time of order acceptance by Solido USA. Order acceptance and sale by Solido USA occurs at time of shipment. Prices for backordered Products are not guaranteed. Additional fees may apply in accordance with Solido USA’s policies in effect on the date of shipment.
3. Shipment and Delivery
All Product shipments will be made FOB shipping point. For Products owned by Solido USA, title and risk of loss will transfer to Purchaser upon Solido USA tendering the Product for delivery to the carrier. Solido USA will ship Products using Solido USA’s carrier of choice in accordance with Solido USA’s shipping policies at the time of shipment. Additional fees and charges may also apply. Purchaser shall examine all Products upon receipt and shall notify Solido USA, as specified herein, of all discrepancies and refusal to accept delivery of purchased Product. Such notice shall be reasonably detailed and explain the discrepancy or why the purchased Product was refused. If Purchaser does not give Solido USA such notice as stated herein, Purchaser agrees that such Products have been accepted by Purchaser as of the date of shipment.
4. Credit and Payment Terms
Unless otherwise specified, the payment terms are prepayment by wire transfer. Solido USA, at its discretion, may require reasonable advance assurances of payment through irrevocable bank letters of credit or otherwise. Purchaser shall furnish to Solido USA all financial information reasonably requested by Solido USA from time to time for the purpose of establishing or continuing Purchaser’s credit limit, which credit shall be granted at Solido USA’s sole discretion. Purchaser agrees that Solido USA shall have the right to decline to extend credit to Purchaser and to require that the applicable purchase price by paid prior to shipment. Purchaser shall promptly notify Solido USA of all changes to Purchaser’s name, address, or of the sale of substantially all of its assets. Solido USA shall have the right from time to time, without notice, to change or revoke Purchaser’s credit limit on the basis of changes in Solido USA’s credit policies or Purchaser’s financial condition and/or payment record. Purchaser shall not deduct any amounts owing from any Solido USA invoice without Solido USA’s express written approval, which approval shall be contingent upon Purchaser providing all supporting documentation for such deduction as required by Solido USA. All unpaid invoices or portions of unpaid invoices shall bear interest at an amount equal to 1 1⁄2% of the outstanding balance per month (or the maximum rate of interest allowed to be contracted for by law, whichever is less), commencing upon the date payment is due. Credit cards will only be accepted at the time of order, and cannot be used to purchase printers. No cash payments will be accepted. Solido USA retains (and Purchaser grants to Solido USA in submitting a purchase order) a security interest in the Product to secure payment in full and in compliance with these terms and conditions of sale. Purchaser agrees to execute any additional documents necessary to perfect such security interest. If Purchaser fails to make timely payment of any amount invoiced hereunder, Solido USA shall have the right, in addition to any and all other rights and remedies available to Solido USA at law or in equity, to immediately revoke any or all credit extended, to delay or cancel future deliveries and/or to reduce or cancel any or all quantity discounts extended to Purchaser. Purchaser shall pay all costs of collection including reasonable attorneys’ fees. Any obligation of Solido USA under these terms and conditions to deliver Products on credit terms shall terminate without notice if Purchaser files a voluntary petition under a bankruptcy statute, or makes an assignment for the benefit of creditors, of if an involuntary petition under a bankruptcy statute is filed against Purchaser, or if a receiver or trustee is appointed to take possession of the assets of Purchaser.
5. Taxes
Purchaser shall bear applicable federal, state, municipal and other government taxes (such as sales, use, etc.). Unless otherwise specified, prices do not include such taxes. Exemption certificates, valid in the place of delivery, must be presented to Solido USA prior to shipment if they are to be honored.
6. Warranty
Product warranties, if any, are provided by the manufacturer or publisher of the Products. Solido USA is not the manufacturer or publisher of the Products. Solido USA makes no warranties whatsoever. Solido USA’s sole obligation (and Purchaser’s sole remedy) in the event of breach of any warranty shall be the repair or replacement of defective Products pursuant to these terms and conditions. In no event shall Solido USA be liable for any consequential damages or damages of any kind or nature alleged to have resulted from any breach of warranty. Solido USA does not warrant the merchantability of the products or their fitness for any particular purpose. Solido USA makes no warranty, express or implied, other than those specifically set forth herein.
7. Product Returns
Purchaser must obtain a valid Return Material Authorization number (“RMA”) from Solido USA for all returns. RMAs will be issued, at Solido USA’s sole discretion, in accordance with these terms and conditions. Purchaser must provide all other information as requested by Solido USA for all returns. RMAs are valid for twenty (20) calendar days from the date of issuance. Purchaser must allow for in-transit time for Products to be returned to Solido USA, as Solido USA must physically receive Products within the twenty (20) calendar days. RMAs will be issued for authorized returns under one of the following categories: (i) defective Products, (ii) billing or shipping discrepancies, or (iii) damaged Product. Purchaser is responsible for ensuring that the RMA number is clearly visible on the address label of the Product packaging when it is returned to Solido USA. Solido USA will refuse delivery of any boxes without a valid, clearly visible RMA number as noted above. Overgoods are unauthorized returns. Any Products received by Solido USA (i) without a valid RMA number, including Product shipments refused by Purchaser or Purchaser’s customer except those damaged in transit from Solido USA to Purchaser or from Solido USA to Purchaser’s customer, (ii) later than twenty (20) calendar days from the RMA date, or (iii) in a condition unsuitable for resale (excluding defective Products), will be considered Overgoods. Solido USA will return Overgoods to Purchaser or Purchaser’s customer, and will charge Purchaser a $50 processing fee per shipment plus related freight charges. If Purchaser refuses shipment of Overgoods from Solido USA or returns the Overgoods to Solido USA a second time without Solido USA’s prior authorization, Purchaser agrees to relinquish all right and title to and waives all claims against Solido USA for credit related to such Products. Notwithstanding anything to the contrary, Solido USA reserves the right not to authorize the return of Products that are no longer in production or are being produced or published by a manufacturer or publisher that (i) is insolvent, (ii) has declared bankruptcy, or (iii) will not accept returns from Solido USA.
Defective returns are only for Products purchased from Solido USA that are inoperable or do not function in accordance with the specification published by the manufacturer or publisher and are covered under the manufacturer’s or publisher’s warranty. All defective returns are subject to more restrictive manufacturer or publisher policies. Purchaser may request an RMA for the return of defective Products within thirty (30) days of invoice date. Upon receipt of the defective Product for which the RMA was issued, Solido USA may test the Products and may return to Purchaser, at Purchaser’s expense, any Products found not to be defective. Upon verification that the returned Product is defective, Solido USA may, at Solido USA’s sole discretion, either (i) ship Purchaser a replacement Product, or (ii) provide Purchaser a credit equal to the lesser of the Product’s invoice price or current replacement value less any applicable charges or fees. Solido USA reserves the right to require Purchaser to return defective Products directly to the manufacturer or publisher for replacement according to its defective Products return policy. Solido USA shall not be obligated to repair, replace or issue credit to Purchaser for Products rendered defective, in whole or in part, by causes external to the Products, including, but not limited to, catastrophe, power failure or transients, overvoltage on interface, environment extremes, improper use, maintenance or application of the Products or use of unauthorized part. Purchaser shall bear all risks of loss when returning defective Products.
Damaged Product returns are only for Products purchased from Solido USA and shipped via Solido USA’s carrier of choice that are damaged in transit from Solido USA to the Purchaser or from Solido USA to the Purchaser’s customer. Purchaser or Purchaser’s customer shall refuse any Product delivered in damaged condition. If the Product is received in damaged condition, Purchaser shall notify Solido USA and request an RMA within three (3) business days of receipt of such Product. Failure to notify Solido USA and request an RMA within such time shall be deemed an acceptance of the Product as of the date of the shipment.
8. Billing and Shipping Discrepancies
Billing and shipping discrepancies are for Products purchased from Solido USA that were invoiced or shipped incorrectly. These include lost shipments, short shipments, wrong sales, wrong shipments and pricing/invoice errors. Purchaser may request an RMA for verified billing and shipping discrepancies within thirty (30) calendar days of invoice date. In addition, Purchaser must notify Solido USA of any billing discrepancies related to Purchaser’s authorized returns within ninety (90) calendar days of RMA date. Such notice shall be reasonably detailed and shall specify the discrepancy. Failure to give such notice within the time specified herein shall be deemed a waiver of Purchaser’s rights to claim such discrepancy.
9. Patent and Trademark Indemnity
Solido USA shall have no duty to defend, indemnify or hold harmless Purchaser from and against any or all damages and cost incurred by Purchaser arising from the infringement of Patents or Trademarks or the violation of Copyrights by Products.
10. Limitation of Liability
Solido USA shall not be liable to Purchaser, Purchaser’s customers, or any other party for any loss, damage, or injury that results from the use or application by Purchaser, Purchaser’s customer, or any other party, of Products delivered to Purchaser, unless the loss or damage results directly from the intentionally tortuous or fraudulent acts or omissions of Solido USA. In no event shall Solido USA be liable to Purchaser or any other party for loss, damage or injury of any kind or nature arising out of or in connection with these terms and conditions, or any agreement into which they are incorporated, or any performance or nonperformance under these terms and conditions by Solido USA, its employees, agents or subcontractors, in excess of the net purchase price of the Products or services actually delivered to and paid for by Purchaser hereunder. In no event shall Solido USA be liable to Purchaser or any other party for indirect, special or consequential damages, including, but not limited to loss of goodwill, loss of anticipated profits, or other economic loss arising out of or in connection with any of these terms and conditions, or the furnishing, installation, servicing, use or performance of any products or information Solido USA shall provide hereunder, even if notification has been given as to the possibility of such damages. Purchaser hereby expressly waives any and all claims for such damages. In no event shall Solido USA have any liability for any products used for aviation, medical, lifesaving, life-sustaining or nuclear applications.
11. Compliance with U.S. Export Laws; Resale
If Purchaser delivers Products to its customer who may use the Products outside the United States, Purchaser acknowledges and shall advise its customer that the Products are controlled for export by the U.S. Department of Commerce and that the Products may require authorization prior to export from the United States or re-export. Purchaser agrees that it will not export, re-export, or otherwise distribute Products, or direct products thereof, in violation of any export control laws or regulations of the United States. Purchaser warrants that it will not export or re-export any Products with knowledge that they will be used in the design, development, production, or use of chemical, biological, nuclear or ballistic weapons, or in a facility engaged in such activities, unless Purchaser has obtained prior approval from the Department of Commerce. Purchaser further warrants that it will not export or re- export, directly or indirectly, any Products to embargoed countries or sell Products to companies or individuals listed on the Denied Persons List published by the Department of Commerce.
12. Relationship of the Parties
Purchaser’s relationship with Solido USA will be that of an independent contractor. Purchaser will not have, and will not represent that it has, any power, right or authority to bind Solido USA, or to assume or create any obligation or responsibility, express, implied or by appearances, on behalf of Solido USA or in Solido USA’s name, except as herein expressly provided. Nothing stated in these terms and conditions will be construed as constituting Purchaser and Solido USA as partners or as creating the relationships of employer/employee, franchisor/franchisee, or principal/agent between the parties. Purchaser will make no warranty, guarantee or representation, whether written or oral, on Solido USA’s behalf.
13. Manufacturer, Publisher and Supplier Restrictions
If authorization for resale is required by the manufacturer or publisher of any Product, then Solido USA will not be obligated to sell such Product to Purchaser unless Solido USA has received notification of such authorization from the manufacturer or publisher. All Products delivered to Purchaser hereunder may have additional restrictions on their use required by the manufacturer or publisher. Purchaser is solely responsible for ensuring its adherence to any and all such restrictions and requirements. If any supplier prohibits Solido USA from selling specific Products to Purchaser, then Solido USA reserves the right not to sell such Products to Purchaser.
14. Choice of Law/Choice of Forum
These terms and conditions (and any agreement into which they are incorporated) shall be construed, interpreted and enforced under and in accordance with the internal laws of the State of Arizona, excluding its conflicts or choice of law rule or principles which might refer to the law of another jurisdiction. Purchaser agrees to exercise any right or remedy in connection with these terms and conditions exclusively in, and hereby submits to the jurisdiction of the State of Arizona, Courts of Maricopa County, Arizona, or the United States District Court at Phoenix, Arizona. The state and federal courts situated in Maricopa County, Arizona will have exclusive jurisdiction and venue over any dispute or controversy that arises out of these terms and conditions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these terms and conditions.
15. Notices
All notices, requests, demands, and other communications that either party may desire to give the other party must be in writing and may be given by (i) personal delivery to an officer of the party, or (ii) mailing the same by registered or certified mail, return receipt requested, or via nationally recognized courier services to the party at the address of such party as set forth herein, at the official corporate address of such party, or such other address as the parties may hereinafter designate. Notices to Solido USA shall be sent to: Solido USA, LLC, 9330 S. Priest Dr., Tempe, AZ 85284.
16. Binding Effect/Assignment
These terms and conditions shall be binding upon and shall inure to the benefit of the parties hereto and their respective representatives, successors and permitted assigns. Neither party may assign its rights and/or duties under these terms and conditions without the prior written consent of the other party given at the other party’s sole option. Any such attempted assignment shall be void. Notwithstanding the foregoing, Solido USA may assign any purchase order received from Purchaser to a subsidiary or affiliate upon notice to Purchaser.
17. Partial Invalidity
If any provision of these terms and conditions shall be held to be invalid, illegal or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
18. No Waiver
Failure or delay of Solido USA to exercise a right or power under these terms and conditions shall not operate as a waiver thereof, nor shall any single or partial exercise of a right or power preclude any other future exercise thereof.
19. Captions
The captions used herein are for reference purposes only and shall have no effect upon the construction or interpretation of any provisions herein.
20. General
These terms and conditions, as published on Solido USA’s Web site located at www.solidousa.com at the time of sale, are the official terms and conditions of sale between Solido USA and Purchaser and may be amended from time to time without notice at Solido USA’s sole discretion.
