STANDARD TERMS AND CONDITIONS OF SALE
DEFINITIONS: Trinware shall hereinafter be referred to as “The Company”. Freight on Board will be referred to as “F.O.B”. Dead on Arrival shall be referred to as “D.O.A”. The customer obtaining product from the Company shall be referred to as the “Purchaser”. All of the terms and conditions herein shall be referred to as the “Agreement”.
PRICES AND TERMS OF PAYMENT: All prices quoted are exclusive of taxes, freight charges, and handling charges. All goods are payable prior to or immediately upon receipt, unless net terms have been established for the Purchaser by the Company. Payment methods for Purchasers without net terms include: COD cash, COD company check, credit card, wire transfer, ACH, or by cashier’s check. Purchasers with net terms may send payment via company check in accordance with the specified terms. A finance charge of one point five percent (1.5%) simple interest per month shall be applied to past due accounts. Prices are subject to change without notice due to the volatility of the computer marketplace.
FEES AND COSTS: Purchaser shall pay all cost and expenses incurred by the Company in collection of any sums owed by the Purchaser, including reasonable legal fees. Each returned check shall be subject to a thirty five-dollar USD ($35.00 USD) handling charge.
SECURITY INTEREST: Upon delivery and acceptance by the Purchaser, as security for the punctual payment of any sums due for any purchase order from the Purchaser to the Company, Purchaser hereby grants to the Company a continuing security interest in all the products and any proceeds thereof in which the Purchaser now has any right, title or interest, or hereafter obtains such. Purchaser shall join the Company at the Company’s request in executing a financing statement, any amendments thereto and continuation statements and pay the cost of the filing of the same whenever the Company deems desirable and execute and deliver to the Company all documents and instruments, and perform such other acts as the Company may reasonably request in order to effectuate fully the purpose of this grant of security interest. In the event the Purchaser is in default under the security agreement provided herein, the Company shall have all rights and remedies provided by law.
DELIVERY: Shipment of all products shall be F.O.B the Company warehouse, unless otherwise indicated. In the event of damage, delay or loss due to the mishandling in transportation, Purchaser shall deal directly with the common freight carrier. The Purchaser shall provide the Company with shipping instructions. If no specific instructions are given, the Company will select the most reasonable shipping method to ensure on time delivery, with reasonable freight cost. The Company is not liable for any freight charge for shipment due to the absence of shipping instructions from the purchaser. All risk of loss or damage to products shall be passed to the freight carrier, Purchaser or purchase agent at the F.O.B point.
LIMITED DEPOT WARRANTY: The Company warrants its products, F.O.B the Company warehouse, to the original Purchaser for: (i) One (1) year for parts and labor from the date of the invoice for fully configured systems (that include but are not limited to an operating system) unless additional or extended warranty is purchased at the time of purchase and appears on the original invoice. (ii) Ninety (90) days for parts orders from the date of invoice. (iii) Ninety (90) days for used and/or re-manufactured computer systems and/or peripherals. During the warranty period the Company warrants their products to be free from defects in workmanship or material under normal, proper usage or service conditions within the warranty period. Should a product prove to be defective by reason of improper workmanship or material under normal, proper usage or service conditions within the warranty period specified, the Company will; at its sole option, repair or replace the product without charge for parts or labor, according to the limited warranty. Items containing batteries (such as laptops, net books and tablet PCs) will only carry a thirty (30) day DOA period on the battery. Accessories such as battery backups will fall under the ninety (90) day warranty period or one (1) year if purchased as part of a complete system build. The warranties are subject to the following conditions: (i) The limited warranty is not applicable if the product is damaged by accident, improper installation or maintenance misuse, lightning, fire, water, or other acts of nature, or by excessive or inadequate electrical power surges or other irregularities: The warranty is void if the product is altered or repaired or installed with additional options or parts by anyone other than the Company or a Company authorized repair and service station. Should the Company’s products prove to be defective, sole remedy shall be such repair or replacement as provided herein, in no event shall the Company provide a refund or discount, or be liable for any loss of the use, revenue, anticipatory profit, and direct or indirect consequential damages arriving out of or connected with the sale, use in operation, or the inability to use the products. Except as otherwise noted in this section, the Company makes no representations or warranties, whether express or implied, with the respect to any of the products, including but not limited to, warranties, merchantability, or fitness for particular purpose and all such warranties are expressly disclaimed.
INTELLECTUAL PROPERTY: In no event shall the Company be liable for incidental, special or consequential damages arising from the infringement of any intellectual property rights. Nor shall the company be liable for any amount exceeding the sums paid by the Purchaser of the company.
RETURNS, REFUNDS, AND RESTOCKING CHARGES: For non-defective products, the Company does not accept return of sold products after (30) days from the Company’s invoice date, nor does the Company refund or credits back the purchase amount after the aforementioned period of time. Credits/Refunds issued after purchase are for credit only. To qualify for a refund or credit back, the purchaser must notify the Company to obtain proper authorization from the Company, and at the Purchaser’s expense deliver the product(s) to the Company’s warehouse within the aforementioned 30-day period of time. Refunds or credits back on non-defective products shall be credited back at the fair market value of the actual product, not including shipping and handling expenses of the Purchaser. The Company shall apply a twenty-percent (20%) restocking charge against the Purchaser for returns of all special orders that are returned with the specified time frame. In no event shall the Company accept returns of refurbished products for a refund or credit back. The Company will accept returns of refurbished products for repair only. Purchases made via credit card will receive in store credit only. Trinware will not allow the return or issue credit for opened/unopened software.
RETURN MERCHANDISE AUTHORIZATION (RMA) PROCEDURES:
- RETURNS: If the Purchaser seeks to have the Company repair or replace products, an RMA number must first be obtained from the Company. To obtain an RMA number, the Purchaser should go to http://trinware.com to complete an Online Return Merchandise Authorization Request or print the Return Merchandise Authorization Return Form and fax to (720) 488-9885. The purchaser is required to provide the invoice number, model number, serial number, account number and the detailed reason for the return. The Company must receive returned products within fifteen (15) days after issuance of an RMA number. Returned products must be complete as purchased and must include any parts, drives, manuals, cables, accessories, etc. that accompanied the product shipment from the Company to the Purchaser. Products should be returned to the Company freight pre-paid in the original packaging as purchased. The RMA number must be marked clearly on the mailing label(s). No freight collect or C.O.D. on return RMA shipment will be accepted by the Company for the return of defective products. Purchaser is required to test and identify the nature of the defect. Should the Company find the product to be non-defective; such product will be returned to Purchaser freight collect. If the product is confirmed to be defective and is still under warranty the Company will repair or replace product to the Purchaser at the Company’s cost. In the event that this return procedure is not followed by the Purchaser the Company reserves the right to refuse shipments and impose handling charges. All missing parts, drives, manuals, cables and accessories not returned to the Company shall be deducted, at fair market value.
- DEFECTIVE ON ARRIVAL (D.O.A.): Purchaser must report products as D.O.A. within ten (10) days from the shipping date listed on the invoice.
GOVERNING LAW, JURISDICTION AND VENUE: All laws with respect to the construction of this Agreement and the rights and liabilities of the parties hereunder, shall be determined in accordance with the applicable provisions of the law of the State of Colorado, without giving effect to the choice of law principals. Should legal action commence to interpret or enforce the terms of this Agreement, jurisdiction and venue shall be in the Municipal or Superior Courts of the County of Arapahoe, State of Colorado.
ATTORNEY FEES: If any legal action is brought for the interpretation or enforcement of this Agreement, or any rights of the parties with regard to this Agreement, the successful or prevailing party shall be entitled to recover its reasonable attorney’s fees and expenses, and any cost associated with any enforcement proceeding.
FORCE MAJEURE: Neither party shall be liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any obligation under this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including but not limited to fire, floods, embargoes, pandemics, wars, acts of war (whether war is declared or not), insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, instances affecting public health including pandemics, acts of God or acts, omission, or delays in acting by any governmental authority. Provided, however, that the party so affected shall use reasonable efforts to avoid or remove such causes of non-performance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure. The parties shall mutually seek a resolution of the delay or the failure to perform as noted above and project schedule and compensation shall be equitably adjusted.