- BUYER’S TERMS AND CONDITIONS. Avlis-co.com, (“AVLIS-CO INC.”) desires to provide its Buyers with prompt and efficient service. However, to negotiate individually the terms and conditions of each contract would substantially impair AVLIS-CO INC.’s ability to provide such service. Accordingly, Products furnished by AVLIS-CO INC. are sold only on the terms and conditions stated herein. Notwithstanding any terms or conditions of Buyer’s order, any sale by AVLIS-CO INC. to Buyer is expressly made conditional on Buyer’s agreement to AVLIS-CO INC.’s Terms and Conditions. Any conflicting, additional or different statements or terms listed on the Buyer's purchase orders, invoices, confirmations or other Buyer generated Avlis-co Inc. documents, whether heretofore or hereafter submitted, are of no effect.
2. DELIVERY. Title to all Products shall pass to Buyer upon delivery to Buyer’s carrier, or common carrier. AVLIS-CO INC. shall not be liable for delays in delivery or for failure to perform due to any causes, including, without limitation, acts of God, acts or omissions of Buyer or civil or military authorities, fires, strikes, epidemics, quarantine restriction, flood, earthquakes, riot, war, delays in transportation or inability to obtain necessary labor, materials or supplies. In the event of any delay, the contractual date of delivery, if any, shall be extended for a period equal to the time lost as a consequence of such delay without penalty to AVLIS-CO INC. AVLIS-CO INC. shall be entitled to refuse or to delay shipments for failure by Buyer to pay promptly any payments due AVLIS-CO INC., whether on this or any other contract between AVLIS-CO INC. and Buyer. AVLIS-CO INC. shall have the right to deliver all Products covered hereby at one time or in portions.
3. ACCEPTANCE AND CANCELLATION OF ORDERS. All orders are subject to acceptance in writing by AVLIS-CO INC. Any written acknowledgement or receipt of an order shall not, in and of itself, constitute such acceptance. Orders accepted by AVLIS-CO INC. may be cancelled by Buyer only upon written agreement of AVLIS-CO INC. In the event of cancellation or other withdrawal of an order for any reason, and without limiting any other remedy which AVLIS-CO INC. may have as a result of such cancellation or other withdrawal, reasonable cancellation or restocking charges shall include all expenses incurred and commitments made by AVLIS-CO INC., and shall be paid by Buyer to AVLIS-CO INC. Buyer requests to reschedule are subject to acceptance by AVLIS-CO INC. in its sole discretion. Orders may not be cancelled or rescheduled after the order has been submitted by AVLIS-CO INC. to the shipment carrier. AVLIS-CO INC. reserves the right to allocate sales and limit quantities of selected products among its Buyers in its sole discretion. Product specifications and availability are subject to change without prior notice.
4. RETURNS. Buyer must notify AVLIS-CO INC. within thirty (14) days from date of shipment of any defective product. (See AVLIS-CO INC.'s Limited Warranty for further information). Returns for non-defective Products are normally accepted when completed within thirty (14) days of the ship date. If AVLIS-CO INC. agrees to accept a return, return freight charges must be prepaid by Buyer. AVLIS-CO INC. will not accept COD shipments. Contact avlis-co.com for a Return Materials Authorization Number and addressing instructions prior to returning product. The foregoing statements concerning returns do not apply to any products that are sold noncancellable or nonreturnable. All return merchandise requests are not final until the product is received and inspected. Returned Products are subject to a 20% restocking fee or $15, whichever is higher. All claims for shortages must be made to AVLIS-CO INC. within seventy-two (72) hours of receipt by Buyer. All returns must be in original packaging and condition and condition of delivery, without their numbers or any part thereof altered, defaced or removed.
5. PRICES AND TAXES. Orders are billed at the prices in effect at the time of shipment. Prices are exclusive of taxes, impositions and other charges, including sales, use, excise, value-added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent's and broker's fees, bank fees, consular fees, and doc fees.
6. TERMS OF PAYMENT. All payments must be made in the currency billed on the original invoice. Credit cards accepted include major credit cards, purchase cards, and major bank debit cards including MasterCard, VISA, American Express and Paypal. Credit Card billing information must be verified on new customers prior to shipment of order. Payment is due at the time of the order, unless approved by AVLIS-CO INC.. All unpaid invoices for credit customers shall bear interest at 15% per annum after thirty (30) days.
7. LIMITED WARRANTY AND REMEDIES. AVLIS-CO INC. warrants that, at the time of delivery, the Products covered hereby are in accordance with their manufacturer’s specifications, but makes no other warranty with respect to such Products. AVLIS-CO INC. agrees, as AVLIS-CO INC. shall elect, to credit the account of Buyer or replace without charge to Buyer all Products which at the time of delivery are not in such condition, but only if Buyer returns such Products within 14 days from the date of delivery, in original package and condition of delivery, without their numbers or any part thereof altered, defaced, or removed, to AVLIS-CO INC.’s plant of shipment, accompanied by a specification in writing of the defects involved. In no event shall AVLIS-CO INC.’s liability hereunder exceed the Buyer’s purchase price. Buyer shall notify AVLIS-CO INC. in each instance when Buyer intends to return Products which Buyer believes are not in accordance with AVLIS-CO INC.'s limited warranty and AVLIS-CO INC. shall be entitled to examine such Products at Buyer’s facilities prior to their return. Final inspections and conclusive determination whether Products are in accordance with AVLIS-CO INC.'s limited warranty shall be made at AVLIS-CO INC.’s facility, or may be based upon the manufacturer’s actual test report. AVLIS-CO INC.’S SOLE LIABILITY SHALL BE TO CREDIT THE ACCOUNT OF BUYER OR TO REPLACE PRODUCTS WHICH ARE NOT IN ACCORDANCE WITH AVLIS-CO INC.'S LIMITED WARRANTY IN ACCORDANCE WITH THE TERMS HEREOF AND IN NO EVENT SHALL AVLIS-CO INC. BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGE OF ANY KIND. THE FOREGOING REMEDY AS PROVIDED HEREIN SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER. EXCEPT AS STATED IN THIS SECTION, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR PARTICULAR PURPOSE. AVLIS-CO INC. SHALL NOT BE LIABLE FOR ANY DAMAGES DUE TO DELAY IN DELIVERIES, SERVICE, USE OF EQUIPMENT OR OTHER PERFORMANCE AS SPECIFIED IN THIS AGREEMENT.
8. PRODUCT SAFETY NOTICE AND RESTRICTIONS. Products are intended for commercial use only. AVLIS-CO INC. does not determine the specifications or conduct any performance or safety testing of any Products that it sells. Specification sheets provided to Buyers are produced by the manufacturer or transcribed from information provided by the manufacturer. AVLIS-CO INC. is not a Qualified Manufacturers List (QML) supplier or a supplier of Qualified Product Listing (QPL) components. Buyer agrees that all purchases are for commercial or other applications that do not require QPL components. Any reference to military specifications on AVLIS-CO INC.'s website is for reference only and does not modify these terms and conditions. AVLIS-CO INC. does not participate in any product safety engineering, product safety review or product safety testing. AVLIS-CO INC. cannot provide any safety testing, safety evaluation or safety engineering services.
9. NO USE AS CRITICAL COMPONENTS. Products sold by AVLIS-CO INC. are not designed, intended or authorized for use in life support, life sustaining, human implantable, nuclear facilities, flight control systems, or other applications in which the failure of such Products could result in personal injury, loss of life or catastrophic property damage. This includes, but is not limited to, Class III medical devices as defined by the U.S. Food and Drug Administration (FDA) and Federal Aviation Administration (FAA) or other airworthiness applications. If Buyer uses or sells the Products for use in any such applications: (1) Buyer acknowledges that such use or sale is at Buyer's sole risk; (2) Buyer agrees that AVLIS-CO INC. and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use; and (3) BUYER AGREES TO INDEMNIFY, DEFEND AND HOLD AVLIS-CO INC. AND THE MANUFACTURER OF THE PRODUCTS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, COSTS, EXPENSES AND LIABILITIES ARISING OUT OF OR IN CONNECTION WITH SUCH USE OR SALE.
10. INDEMNIFICATION. Buyer understands and agrees that it is personally responsible for its use or inability to use the Products or Buyer's reliance upon any information or recommendation provided by AVLIS-CO INC. personnel. Buyer agrees to indemnify, defend and hold harmless AVLIS-CO INC. and its business partners, employees and agents from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of Buyer's use, misuse, or inability to use the Products or the AVLIS-CO INC. website, Buyer's reliance upon any information or recommendation provided by AVLIS-CO INC. personnel, or any violation by Buyer of this Agreement.
11. INFRINGEMENT DISCLAIMER. Notwithstanding section 2- 312 of any applicable version of the Uniform Commercial Code or any other similar law, AVLIS-CO INC. (i) expressly disclaims any and all warranties against third party claims for infringement or the like, and (ii) shall have no obligation of any kind to the Buyer for claims brought by third parties against the Buyer for infringement or the like arising out of or in any way related to Products purchased by the Buyer from AVLIS-CO INC.
12. EXPORT CONTROL. AVLIS-CO INC. is committed to compliance with all U.S. Export Regulations and Laws. AVLIS-CO INC. will not sell or ship to countries embargoed by the U.S. Treasury Office of Foreign Asset Control (OFAC). AVLIS-CO INC. will not sell or ship to individuals or organizations identified by the U.S. Treasury as Specially Designated Nationals and Blocked Persons. AVLIS-CO INC. will not sell or ship products prohibited under Export Administration Regulations to individuals or organizations identified by the U.S. Department of Commerce, Bureau of Industry and Security (BIS). AVLIS-CO INC. will not seek export licenses pursuant to Export Administration Regulations. AVLIS-CO INC. participates in BIS Export Enforcement and
OFAC transaction reporting. Furthermore, AVLIS-CO INC. prohibits the re-export, brokering or transshipment of its products to any individual, organization or country prohibited by the OFAC or BIS. The sale, resale or other disposition of Products, and any related technology or documentation, are subject to the export control laws, regulations and orders of the United States and may be subject to the export and/or import control laws and regulations of other countries. Buyer agrees to comply with all such laws, regulations and orders. Buyer further acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Buyer acknowledges its responsibility to obtain any license to export, re-export or import as may be required. Any use made of AVLIS-CO INC. classifications, whether it be ECCNs or any variation of Harmonized Tariff codes, is without recourse to AVLIS-CO INC. and at the user's risk. Export classifications are subject to change. If Buyer exports or re-exports, Buyer, as the exporter of record, is responsible for determining the correct classification of any item at the time of export. Any export classification by AVLIS-CO INC. is for AVLIS-CO INC.'s internal use only and shall not be construed as a representation or warranty regarding the proper export classification not called upon to make licensing determinations.
13. TECHNICAL DATA. Buyer shall not use, duplicate or disclose any technical data delivered or disclosed by AVLIS-CO INC. to Buyer for any purpose other than for installation, operation or maintenance of Products purchased by Buyer without AVLIS-CO INC.’s prior written consent. Further, to the extent AVLIS-CO INC. offers technical assistance or suggests alternative parts based on technical information available to AVLIS-CO INC., AVLIS-CO INC. DOES NOT GUARANTEE that this assistance is correct or that suggested part alternatives are based on the most recent data or that AVLIS-CO INC.'s interpretation and accuracy of the data is correct. Buyer is solely responsible for confirming the validity of the assistance and the specifications as well as determining the appropriateness and compatibility in selecting part(s) for their application.
14. DISPUTES. All disputes under, and with respect to any contract concerning the Products not otherwise resolved between AVLIS-CO INC. and Buyer shall be resolved in a court of competent jurisdiction located in San Jose, California and employing California law, and in no other place; provided, however, that in AVLIS-CO INC.’s sole discretion such action may be heard in some other place designated by AVLIS-CO INC. (if necessary to acquire jurisdiction over third persons), so that the dispute can be resolved in one action. Buyer agrees to appear in any matter connected with the Products furnished by AVLIS-CO INC. NO ACTION MAY BE BROUGHT BY BUYER MORE THAN SIX (6) MONTHS AFTER THE CAUSE OF ACTION HAS ACCRUED.
15. MARKETING. By submission of an order or any communication to AVLIS-CO INC. by email, Buyer specifically authorizes AVLIS-CO INC. to use the Buyer's email address for marketing and communication purposes of AVLIS-CO INC. Buyer may cancel the consent by a specific written notice of cancellation delivered to AVLIS-CO INC.
16. INTEGRATION AND ASSIGNMENT. These Terms and Conditions contain the entire and only agreement between the parties with respect to the Products, and any representation, promise or warranty not specifically incorporated herein in writing shall not be binding on either party. These Terms and Conditions may be modified only by a writing signed by Avlis-co Inc.