CUSTOMER TERMS AND CONDITIONS
THE SALE OF PRODUCTS AND SERVICES (“PRODUCTS”) BY INFORMS INC. AND ITS DIVISIONS AND SUBSIDIARIES (“INFORMS”) ARE SUBJECT TO THESE TERMS AND CONDITIONS (“AGREEMENT”) REGARDLESS OF OTHER OR ADDITIONAL TERMS OR CONDITIONS THAT CONFLICT OR CONTRADICT THIS AGREEMENT IN ANY PURCHASE ORDER, DOCUMENT, OR OTHER COMMUNICATION (“ORDER”). PREPRINTED TERMS AND CONDITIONS ON ANY CUSTOMER (“CUSTOMER”) DOCUMENT (FOR EXAMPLE: PURCHASE ORDERS OR CONFIRMATIONS) AND/OR INFORMS’S FAILURE TO OBJECT TO CONFLICTING OR ADDITIONAL TERMS WILL NOT CHANGE OR ADD TO THE TERMS OF THIS AGREEMENT.
- ORDERS. All Orders are subject to acceptance by INFORMS. INFORMS reserves the right to allocate the sale of Products among its customers. Orders for special, custom, value-added and Products specifically identified by INFORMS as non-standard are non-cancelable and non-returnable (“NCNR”). The Customer may not cancel or reschedule Orders for standard Products without INFORMS’s consent, which shall not be unreasonably withheld.
- PRICES. INFORMS’s quoted prices apply for 30 days or as otherwise stated in its quote. INFORMS may increase prices if INFORMS’s costs increase or other circumstances beyond INFORMS’s reasonable control. Prices are for Products only and do not include taxes, impositions and any other charges, fees, shipping charges and duties imposed by any government authority. Customer is responsible for any additional fees and taxes.
- TERMS OF PAYMENT. Payment of the total invoice amount, without offset or deduction, is due as stated on the Informs quotation unless otherwise stated or agreed to in writing by Informs management. Unless agreed to otherwise in writing, payment shall be no greater than 30 days from the invoice date. On any past due invoice, INFORMS may charge interest from the payment due date to the date of payment (at 1 ½ % per month), plus reasonable attorney fees and collection costs. INFORMS may change the terms of Customer’s credit at any time. INFORMS may apply payments to any of Customer’s accounts.
- DELIVERY AND TITLE. Customer is responsible for all shipping costs and any applicable surcharges. Title and risk of loss pass to Customer upon delivery of the Products to the carrier. INFORMS’s delivery dates are estimates only and INFORMS is not liable for delays in delivery. INFORMS reserves the right to make partial shipments and Customer will accept delivery and pay for the Products delivered. A delayed delivery of any part of an Order does not entitle Customer to cancel other deliveries.
- ACCEPTANCE OF PRODUCTS AND PRODUCT RETURNS. Customer must notify INFORMS in writing of any damage, shortage, or other discrepancy to Products within 10 days after delivery. After the 10th day Customer is deemed to have accepted the Products and may not revoke acceptance. Customer cannot return Products without a return material authorization (“RMA”) number. Returned Products must be in original manufacturer’s shipping cartons or equivalent. Customer must return all Products, freight prepaid, as specified in the RMA and pay any restocking charges. At INFORMS’s discretion, INFORMS will return all Products not eligible for return to Customer, freight collect, or hold Product for Customer’s account at Customer’s expense.
Standard Product Return
A returned merchandise authorization (RMA) number must be issued for all returns.Product may be returned within 30 days of sale with valid RMA number. When returning product, place RMA number on packing slip & shipping label only. Do not write RMA number on boxes. Use a shell or outer box, if necessary. Product must be returned in its original packaging including all accessories, bags, CD’s and manuals. Credit will be issued only for returned items which references an RMA number. If there is a problem or delay issuing credit, the tracking number must be provided to Informs. Product must arrive at Informs designated address as provided within the RMA instructions within 30 days of the RMA being issued. Items received outside of stated timeframe or in unacceptable condition will not be credited and will be returned to reseller at their own expense. Refused shipments must be reported to Informs within 2 days of refusal. A restock fee will be charged on all incomplete product returns which Informs can make factory complete. Cross shipment of RMA product must include a replacement Purchase Order and your account must be in good standing. The Client is liable for the condition of the returned product. If the product is tested and there is no problem found, the client will be subject to a restock fee. Approved RMAs will be credited to your normal credit terms with Informs.
Products Informs Will Not Accept for Return
- Products that have been used.
- Original box is missing, damaged, or original box is defaced with writing or markings.
- Product is missing packaging, manuals, or other components.
- Broken case media, print heads, and software.
- Products not purchased from Informs.
- Purchases or RMA’s issued over 30 days.
- Referencing RMA number is not included with the return.
- Special Order, custom configured, discontinued, or obsolete products.
- Product shipped with other than factory default settings.
- Serial numbers do not match the referenced invoice.
- Custom Media of any type.
Defective or Dead On Arrival (D.O.A.) Product Returns
D.O.A. Product is defined as a product that failed to perform right out of the box. If a unit arrives in working condition and then fails, it is considered a warranty claim. D.O.A. is not a valid reason for a return. D.O.A. products can be returned within 30 days of invoice. Defective or D.O.A. products must include a case number or confirmation name from Informs tech support or the appropriate manufacturer. Defective product older than 30 days is covered by the manufacturer’s warranty.All Products returned that do not meet specified requirements will be returned at client’s expense.
Product Damaged In Transit
Damaged goods must first be inspected at your location by the freight carrier. Claims for goods damaged in transit must be received within 10 calendar days of shipment. Claims are handled between Informs and the carrier, outside of normal RMA procedure.
Informs’s Responsibility for Shipping Errors
An RMA number will be given to the reseller immediately upon notification. A call tag or Informs’s shipping account number will be will initiated for return the products via ground shipping to Informs. Credit will be given when product is received in original boxes unopened with all packing, materials and accessories. Credit will be issued only for returned items which references an RMA number. If there is a problem or delay issuing credit, the tracking number must be provided to Informs.
RMA number will be issued after confirming the product to be returned meets all return requirements. All product returns must be insured and sent via a carrier that provides on-line tracking. If product is returned it will be shipped at reseller’s expense, unless a Informs error has occurred. RMA numbers must be listed on the label, not on the box.
- INFORMS’S LIMITED WARRANTY. INFORMS will transfer to Customer any Product warranties and indemnities authorized by the manufacturer, including any transferable warranties and indemnities for intellectual property infringement. INFORMS warrants the Products will conform to the manufacturer’s specifications. Value-added work performed by INFORMS on Products will conform to Customer’s specifications. INFORMS MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED. INFORMS MAKES NO WARRANTY OF MERCHANTABILITY, FITNESS FOR PURPOSE OR NON-INFRINGEMENT. If Products do not meet manufacturer’s specifications or if value-added work by INFORMS does not meet Customer’s specifications, INFORMS has the option to (1) repair the Products, (2) replace the Products at no cost to Customer; or (3) refund Customer’s purchase price. Customer must return Products to INFORMS, along with acceptable proof of purchase, within 30 days from date of delivery, freight charges prepaid.
- LIMITATION OF LIABILITY. INFORMS IS NOT LIABLE FOR AND CUSTOMER IS NOT ENTITLED TO ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES; FOR EXAMPLE, LOSS OF PROFITS OR REVENUE, LOSS OF DATA, LOSS OF USE, REWORK, MANUFACTURING EXPENSE, INJURY TO REPUTATION, PERSONAL INJURY, LOSS OF LIFE, PROPERTY DAMAGE, OR LOSS OF CUSTOMERS. CUSTOMER’S RECOVERY FROM INFORMS FOR ANY DIRECT DAMAGES WILL NOT EXCEED THE PRICE OF THE PRODUCT AT ISSUE. CUSTOMER WILL INDEMNIFY, DEFEND AND HOLD INFORMS HARMLESS FROM ANY CLAIMS BASED ON; (i) INFORMS’S COMPLIANCE WITH CUSTOMER’S DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS, (ii) MODIFICATION OF ANY PRODUCTS BY ANYONE OTHER THAN INFORMS, (iii) CUSTOMER’S USE IN COMBINATION WITH OTHER PRODUCTS; OR (iv) CUSTOMER’S USE OF ANY PRODUCTS RESOLD OR NOT MANUFACTURED BY INFORMS. CUSTOMER WAIVES ANY AND ALL CLAIMS AND RELEASES INFORMS FROM ANY AND ALL LIABILITY ARISING OUT OF ANY PRODUCTS RESOLD OR NOT MANUFACTURED BY INFORMS,
- FORCES BEYOND INFORM’S CONTROL. INFORMS is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery due to causes beyond its reasonable control (for example: acts of God, acts or omissions of the Customer, man-made or natural disasters, epidemic or medical crises, materials shortages, strikes, acts of terrorism, delays in transportation, or inability to obtain labor or materials through its regular sources).
- USE OF PRODUCTS. Products are not authorized for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or catastrophic property damage. If Customer uses or sells the Products for use in any such applications, Customer acknowledges that such use or sale is at Customer’s sole risk. Customer will indemnify, defend and hold INFORMS and the Product manufacturer harmless from and against any and all liabilities and costs arising out of or in connection with such use or sale.
- EXPORT/IMPORT Certain Products sold by INFORMS and other related technology and documentation are subject to export control laws, regulations and orders of the United States and the export or import control laws and regulations of other countries. Customer will not directly or indirectly export or divert any Products and other related technology and documentation to any third party or country where such export or transmission is restricted or prohibited. Customer agrees it is responsible to obtain any license to export, re-export, or import as may be required.
- PRODUCT INFORMATION. Product information, including information related to a Product’s specifications, export/import control classifications, uses or conformance with legal or other requirements, is obtained by INFORMS from its suppliers or other sources. Such information is provided by INFORMS on an “AS IS” basis. INFORMS makes no representation as to the accuracy or completeness of the Product information, and disclaims all representations, warranties and liabilities under any theory with respect to the Product information, including any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. INFORMS recommends Customer validate any Product information before using or acting on such information. All Product information is subject to change without notice. INFORMS is not responsible for typographical or other errors or omissions in Product information.
a. The laws of the State of Michigan will exclusively govern any dispute between INFORMS and Customer without reference to Michigan’s conflict of laws principles. The United Nations Convention for the International Sale of Goods shall not apply.
b. Customer may not assign this Agreement without the prior written consent of INFORMS. INFORMS or its affiliates may perform the obligations under this Agreement. This Agreement is binding on successors and assigns.
c. This Agreement can only be modified in writing, signed by authorized representatives of both INFORMS and Customer.
d. INFORMS and Customer are independent contractors and agree that this Agreement does not establish a joint venture or partnership.
e. Statements or advice (technical or otherwise), if given without charge, are an accommodation to Customer and INFORMS has no responsibility or liability for the content or use of such statements or advice.
f. INFORMS’s failure to object to any document, communication, or act of Customer will not be deemed a waiver of any of these terms and conditions.
g. The unenforceability of any of these terms or conditions will not affect the remainder of the terms or conditions.
h. Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses.
i. Customer and INFORMS will comply with applicable laws and regulations.
Informs Customer Agreement (Rev. 2/17)