1. Payment terms are as stated herein or as set forth in the United States Authorized Direct Reseller Agreement (the "Reseller Agreement"), if buyer has executed the Reseller Agreement.
2. Any discount for early payment specified on an invoice only applies if payment by cash or check is received by Infotree within the specified time.
3. A service charge will accrue on the outstanding balance of any payment amount from the date due until paid in full at the higher of one and a half percent (1.5%) per month or the highest rate permitted by applicable law. Buyer will pay such costs, expenses and reasonable attorneys' fees (including, without limitation, at trial and on appeal), as Infotree may incur in any manner of collection of any sums past due. All claims for billing errors must be made to Infotree within fifteen (15) days from the date of the invoice. Infotree reserves the right to alter buyer's credit limit at any time or to require payment for any order or prior order before delivery. All orders are subject to credit approval. Failure by buyer to satisfy Infotree's payment requirements shall give Infotree the option to terminate the buyer and/or delay delivery without liability or otherwise affecting Infotree's rights hereunder. Infotree may accept any check or other tender of payment as partial payment for the goods without entering into an accord and satisfaction and without prejudicing its right to the remainder due or to become due notwithstanding any terms or conditions endorsed on or stated in any communication related to such check or other tender. Buyer hereby attests to its financial responsibility, ability and willingness to pay all invoices in accordance to their terms and to update financial information when requested. Buyer further agrees that Infotree will be paid in full before Buyer undergoes any management ownership or organizational changes.
GENERAL TERMS AND CONDITIONS OF SALE
1. Prices are subject to change without notice. In the event of a price change, all goods shipped shall be invoiced at the price in effect at the time of order â¨placement if the order is for immediate delivery.
2. Prices are FOB shipping point, freight collect, regardless of freight terms. Prices are in U.S. dollars and do not include charges for freight or insurance, any sales, use, excise or other taxes, or any customs duties or levies, now or hereafter enacted, applicable to the goods, all of which shall be the responsibility of the buyer. Payment for the goods is due as stated on Infotree's invoice, or, if not stated thereon, net thirty (30) days from the date the goods are invoiced. No discount will be extended to any buyer having a past due balance at the time of order.
3. All orders are subject to credit approval. Infotree may immediately modify or terminate buyer's ability, if any, to purchase the goods on credit or otherwise at any time in Infotree's sole discretion.
4. All orders are subject to acceptance by Infotree. Acceptance of orders is conditioned upon the buyer's agreement to these Terms and Conditions. Buyer's delivery of an order sold hereunder manifests buyer's assent to these Terms and Conditions. Terms imposing any different or additional obligations are expressly rejected.
5. Any request for cancellation of an order is subject to Infotree's approval. A request to cancel an order that has already been entered into Infotree's ordering system must be made in writing, at least seven (7) days prior to the original shipment date requested by buyer. Approved cancellations may affect sales program discounts. Custom orders may not be changed or canceled without the prior written approval of Infotree.
6. Infotree will use reasonable commercial efforts to make deliveries on or about the specified delivery date, but shall have no liability resulting from any delivery delays. Infotree expressly rejects "Receive by" or "In House by" dates and reserves the right to back order or split ship on a purchase order if â¨necessary. Proof of delivery must be requested within 30 days from the invoice â¨date. Back orders will be created from all unshipped orders and, unless otherwise instructed by buyer, will remain in Infotree's system until shipped or until buyer's cancellation date is reached. No deductions or credits are allowed for freight, parcel post, or UPS charges resulting from back orders.
7. Infotree will deliver the goods to the buyer pursuant to the following freight term: FOB (Free on Board) Shipping Point, Freight Collect, also known as FOB Origin. Buyer pays the freight charges, owns the goods and bears all costs and risks of loss of or damage to the goods from the Shipping Point, and files the claims (if any) with the carrier for shortages or damages. All claims must be filed with the carrier within fifteen (15) days from the date of loss or damage. Any shortage in total carton count or evidence of damage to the goods must be noted on the carrier's delivery receipt and reported to the carrier's local office.
8. Upon delivery of the goods or as soon as possible thereafter, buyer shall inspect the same, by analysis or otherwise, exercising such care as is customary or appropriate in the circumstances. All shortages or overages discovered in cartons that were delivered unopened must be reported to Infotree's Customer Service Department within fifteen (15) days from the delivery date. Buyer must furnish Infotree with an invoice or shipping number and an itemization of all shortages and overages by product code, size and quantity. Incomplete claims and claims filed more than fifteen (15) days after buyer's delivery date will not be accepted. Buyer must furnish buyer's claim number, if any, when reporting a claim.
9. Infotree will not accept charge backs or offsets for Handling, Administration Fees, Service Fees or Penalties for "PO Violations" or "Shipping Errors" without its prior written consent.
10. Suggested retail prices for Infotree products are not binding on any person or entity.
11. Buyer shall not transship the goods, specifically; it shall not sell or transfer any of the goods to any person or entity for resale. Buyer shall not sell or offer for sale any product covered by a patent or copyright or bearing a trademark, trade dress, logo, or name associated with Infotree, which buyer purchased or obtained from a source other than directly from Infotree. Buyer shall not obscure or alter in any fashion the serial number on any product or its packaging.
12. Buyer may only sell and advertise for sale the products within the authorized Territory. Infotree hereby expressly prohibits the buyer from soliciting or consummating sales outside the Territory.
13. The buyer is expressly prohibited from advertising for resale and/or selling the goods on the Internet without the prior written consent of Infotree.