Terms and Conditions
The following are the terms and conditions (“Terms and Conditions”) for the sale of products (“Products”) by Qualitek International, Inc. (“QUALITEK”) to Qualitek’s customers (“Customer”). These Terms and Conditions shall apply to the exclusion of all other terms referred to in any purchase order, acknowledgment, confirmation, or any other documentation issued by either party unless agreed in writing and signed by an authorized officer of QUALITEK. QUALITEK reserves the right to amend these Terms and Conditions at any time.
1. ORDERS. Orders consist of orders placed online via the web site, Customer issuing a purchase order to QUALITEK. Orders must identify the Products, unit quantities, part numbers, descriptions, applicable prices and requested delivery dates. Orders are subject to QUALITEK acceptance. QUALITEK reserves the right to limit quantities and to refuse to deal with any person.
2. PRICES. Orders are billed at the prices (in US dollars) in effect at the time of shipment. The catalog reflects the latest pricing information available at the time of printing, which is subject to change without notice. Non-standard Products will be sold at the prices set out in the relevant quotation supplied by QUALITEK. If the Customer does not purchase the quantity upon which quantity prices are based, the Customer will pay the non-discounted price for the quantity actually purchased and/or a cancellation fee. Prices for any rescheduled deliveries may be increased by QUALITEK in the event of an increase in QUALITEK prices or costs or causes beyond QUALITEK reasonable control.
3. TERMS OF PAYMENT. If QUALITEK has not granted credit to the Customer payment terms are cash on delivery. COD order minimum is $50.00. COD orders totaling $500.00 or more must be paid with certified funds (certified check, money order, or cashier’s check). Most carriers will not accept cash and require payment by check of some form regardless of the total. There is a $25.00 service charge on all returned checks. If credit has been granted, payment is net 30 days – 60 days from the date of invoice. All payments must be made without set-off or deduction. Orders are subject to credit approval by QUALITEK, which may in its sole discretion at any time change the terms of the Customer’s credit or require advance payment or payment by official bank check. If QUALITEK reasonably believes that the Customer’s ability to make payments is impaired, QUALITEK may cancel any order or remaining balance thereof, and the Customer will remain liable to pay QUALITEK for Products already shipped. The customer will submit such financial information as QUALITEK may reasonably require for the determination of credit terms. Checks are accepted subject to collection and the date of collection will be deemed the date of payment. Any payment received from Customer may be applied by QUALITEK against any obligation owing by Customer to QUALITEK under this or any other contract, regardless of any statement appearing on or referring to such payment, without discharging Customer’s liability for any additional amounts owing by Customer to QUALITEK. The acceptance by QUALITEK of such payment will not constitute a waiver of QUALITEK’s right to pursue the collection of any remaining balance. If Customer fails to make payment when due, without prejudice to any other right or remedy, (i) overdue sums will bear interest to the date of payment at the annual rate of 18% or such lower rate as may be the maximum permitted by law; and (ii) QUALITEK will be entitled to reimbursement for all costs of collection and attorneys’ fees. Credit cards accepted are MasterCard, Visa, American Express, and Discover.
4. DELIVERY AND TITLE. All shipments by QUALITEK are FOB point of shipment from QUALITEK facility and the amount of all shipment charges shall be paid to QUALITEK by the Customer in addition to the purchase price of the Products. Selection of the carrier and delivery route will be made by QUALITEK unless specifically designated by the Customer. QUALITEK will aim to initiate shipment and deliver the Products as close as possible to the Customer’s requested delivery date(s). The customer acknowledges that shipment and delivery dates provided by QUALITEK are estimates only and that QUALITEK will not be liable for failure to achieve such dates. For the avoidance of doubt delivery of Products within 30 days of the requested delivery date shall constitute a timely delivery. Delivery of a quantity within ±10% of the quantity ordered will constitute full delivery. Delay in delivery of one installment will not entitle the Customer to cancel any other installment(s).
Delivery to a carrier will constitute delivery to Customer, and risk of loss of or damage to the Products will pass to Customer at this point. Title to the Products shall remain with QUALITEK until payment in full for the Products by Customer. Products invoiced and held by QUALITEK at Customer’s request will be held at the Customer’s risk and expense.
5. CANCELLATIONS, RETURNS. Customer may, without charge, cancel an order for standard Products provided the order has not shipped and/or is scheduled for shipment by QUALITEK more than 14 days after QUALITEK receives written notice of cancellation from the Customer. Customer may only cancel an order for standard Products scheduled for shipment by QUALITEK within 14 days after LACE receives written notice of cancellation if accepted by QUALITEK in its sole discretion, which acceptance may be subject to the Customer accepting a cancellation fee determined by QUALITEK. The customer may only reschedule an order if accepted by QUALITEK at its sole discretion. Orders may not be canceled or rescheduled after delivery by QUALITEK to the carrier. Customers may not cancel orders for non-standard Products. Non-standard Products include, without limitation, Products that are special orders, products that do not appear in the catalog, products not customarily in stock, value-added products, products to be assembled from kit form, opened software, and products identified as otherwise non-cancelable and non-returnable (“NCNR”).
The customer is deemed to have accepted the Products unless written notice of rejection is received by QUALITEK within three days after delivery.
The following provisions apply to the return of Products to LACE (except where Section 6 applies):
a. QUALITEK will advise the Customer at the time of order placement whether any Product ordered is NCNR. NCNR Product may not be returned. Returns are limited to the previous year’s volume of purchases of any given Product.
b. QUALITEK will accept Product returns only within 30 days of the date of delivery to the Customer.
c. Authorization must be obtained from QUALITEK prior to returning any Product by submitting a return material authorization (RMA) request to the Customer Returns desk. Please allow 24 hours for each request to be processed.
d. If approved, QUALITEK will issue the Customer an RMA number. No return of Product will be accepted without a clearly visible RMA number marked on each carton.
e. Return freight charges must be prepaid by the Customer.
f. Returned Product must be in original shipping cartons with all packaging materials included.
g. Product must be in re-sellable condition. The customer will be advised of disposition or credit (whichever applies) after inspection of the Product.
h. Product returned due to Customer error may be subject to a restocking fee.
i. QUALITEK will not be responsible for returned Product lost in transit.
6. LIMITED WARRANTY. QUALITEK warrants to Customer that Products purchased hereunder will conform to the applicable manufacturer’s specifications for such Products and that any value-added work performed by QUALITEK on such Products will conform to applicable Customer’s specifications relating to such work. If QUALITEK breaches this warranty, the Customer’s remedy is limited to (at QUALITEK’s election) (1) refund of Customer’s purchase price for such Products (without interest), (2) repair of such Products, or (3) replacement of such Products; provided that such Products must be returned to QUALITEK, along with acceptable evidence of purchase, within 20 days from date of delivery, transportation charges prepaid. No warranty will apply if the Product has been subject to misuse, static discharge, neglect, accident or modification, or obvious mishandling SAVE AS EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS, ALL IMPLIED WARRANTIES, TERMS, AND CONDITIONS (WHETHER STATUTORY OR OTHERWISE) ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. IN PARTICULAR, QUALITEK MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT.
7. LIMITATION OF LIABILITIES. CUSTOMER SHALL NOT BE ENTITLED TO, AND QUALITEK SHALL NOT BE LIABLE FOR, LOSS OF PROFIT, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEADS, BUSINESS INTERRUPTION COSTS, LOSS OF DATA, REMOVAL OR REINSTALLATION COSTS, INJURY TO REPUTATION OR LOSS OF CUSTOMERS, PUNITIVE DAMAGES, IPR INFRINGEMENT, LOSS OF CONTRACTS OR ORDERS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE. CUSTOMER’S RECOVERY FROM QUALITEK FOR ANY CLAIM SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE AFFECTED PRODUCTS IRRESPECTIVE OF THE NATURE OF THE CLAIM WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE.
California Residents — WARNING: Some of QUALITEK’s Products contain chemicals known to the State of California to cause cancer, birth defects, or reproductive toxicity under certain conditions or at certain levels. QUALITEK’s suppliers are responsible for the proper identification and labeling of these Products.
8. PUBLISHED INFORMATION. QUALITEK makes every effort to ensure the accuracy of the information published in its catalogs. However, QUALITEK makes no representations about the information presented, which is provided “as-is” without warranty of any kind. Product specifications and availability are subject to change without prior notice.
9. LIMITATIONS OF USE. PRODUCTS SOLD BY QUALITEK ARE NOT RECOMMENDED OR AUTHORIZED FOR USE IN LIFE SUPPORT, SURGICAL IMPLANTATION, NUCLEAR, OR AIRCRAFT APPLICATIONS OR FOR ANY USE OR APPLICATION IN WHICH THE FAILURE OF A SINGLE COMPONENT COULD CAUSE SUBSTANTIAL HARM TO PERSONS OR PROPERTY. Customer agrees that using or selling Products for use in such applications is done at its own risk, and agrees that QUALITEK and the manufacturer of the Products are not liable for any claim or damage arising from such use. Customer agrees to fully indemnify, defend and hold harmless QUALITEK and the manufacturer of the Products from and against any and all claims, damages, loss, cost, expense, or liability arising out of or in connection with the use or performance of Products in such applications. Use of the software will be subject to the terms of any accompanying end user license.
10. STATEMENTS AND ADVICE. If statements or advice (technical or otherwise, and whether or not provided by QUALITEK’s technical support group) are offered or given to the Customer, such statements or advice will be deemed to be given as an accommodation to the Customer and without charge and QUALITEK will have no responsibilities or liabilities whatsoever for the content or use of such statements or advice.
11. FORCE MAJEURE. QUALITEK will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control, including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fire, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots, or war. QUALITEK’s time for delivery or performance will be extended by the period of such delay or QUALITEK may, at its option, cancel any order or remaining part thereof without liability by giving notice to the Customer.
12. EXPORT CONTROLS. Products purchased are subject to export control laws, restrictions, regulations, and orders of the United States. Customer agrees to comply with all applicable export laws, restrictions, and regulations of the United States or foreign agencies or authorities, and shall not export, or transfer for the purpose of re-export, any product to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any such United States or foreign law or regulation. Customer represents and warrants that it is not on the Denied Persons, Specially Designated Nationals, or Debarred Persons List and is not otherwise prohibited by law from purchasing the Products or services hereunder. The customer shall be responsible for obtaining any required license to export, re-export or import.
13. GENERAL. The Terms and Conditions may not be modified or canceled without QUALITEK’s written agreement. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. The provisions set out in these Terms and Conditions are for the sole benefit of the parties hereto and confer no rights, benefits, or claims upon any person or entity, not a party hereto. The Terms and Conditions will be governed by and construed in accordance with the laws of the state of Illinois, other than the conflicts of laws principles thereof, and subject to the jurisdiction of Chicago, Illinois courts. Customer will not directly or indirectly export, re-export, sell or transfer any Product to any country for which an export license or other governmental approval is required without first obtaining all licenses and other approvals. Customer acknowledges that QUALITEK and its licensors own the intellectual property rights in the QUALITEK catalogs, the catalog content, and the stock numbers and that their whole or partial reproduction without QUALITEK’s prior written consent is prohibited.
We hereby certify that these goods were produced in compliance with all applicable requirements of Section 6.7, and 12 of the Fair Labor Stds. Act as amended and of regulations and orders of the U.S. Dept. of Labor issued under Section 14 thereof. QUALITEK is only acting as a distributor of products manufactured by other companies. Thus, QUALITEK expressly limits its guarantees and warranties for products sold hereunder to those extended and allowed by the manufacturing company to be passed through to QUALITEK’s customers. There are no express or implied warranties that extend beyond the description on the face hereof. QUALITEK disclaims and excludes from any sale of products herein, any implied warranties of merchantability, or of fitness or suitability for any particular purpose or use. All goods sold by QUALITEK are purchased by the buyer “AS IS.” Since QUALITEK cannot control the manner or use of its products after their sale, QUALITEK will not be responsible for any direct, consequential, or indirect damages to the purchaser or any third party or ultimate user of the products. LACE will, at its option, either replace the goods sold or refund the purchase price should a product defect be brought to its attention within a reasonable time after the sale.