Terms and Conditions of Sale
The sale of any products ordered by the Customer is subject to these Terms and Conditions. Any additional or different terms and conditions set forth in the Customer's purchase order or similar communication are objected to and will not be binding upon Infonorm, Inc. unless specifically assented to in writing by Customer's authorized representative. Authorization by Infonorm, Inc., whether written or oral, to accept Services and/or Products constitutes acceptance of these Terms and Conditions.
Prices
Infonorm, Inc. hereby agrees to provide and Customer agrees to pay for, at the agreed upon price for products as described in the quote or final agreement. Prices quoted do not include applicable sales, use, VAT, excise, or similar taxes. Infonorm, Inc. assumes all transactions are business to business on a wholesales basis. Customer is responsible to pay all taxes as required by their respective state or country.
Payments
Unless otherwise agreed in writing the following payment terms apply:
Invoicing will be done the day of shipment and invoices shall be due upon receipt of invoice. For larger orders, Infonorm, Inc. require a 50% down payment at time of order. The remaining balance plus shipping (F.O.B.) is due at the point of shipment. For approved credit accounts we grant 30 days net from the date thereof. All products purchased are considered the property of Infonorm, Inc. until the complete balance has been received in full. Past due amounts shall be subject to a finance charge of 1.5% for each calendar month or fraction thereof during which such amounts remain unpaid. An additional late fee of $30 is added to invoiced finance charges. If a payment is received by check and is returned for none sufficient funds an additional fee of $38 will be applied to Customer's account. Infonorm, Inc. reserves the right to turn any account over to a collection agency that is over 90 days past due. If an account is turned over to a collection agency, the Customer will be solely responsible for any costs and fees related to the collection of the money owed due to the collection process, including any but not limited to court and attorney's fees and expenses.
International Sales
Unless otherwise agreed in writing between the Customer and Infonorm, Inc. in any transaction in which the customer is not domiciled in the United States of America, or as otherwise required by Infonorm, Inc. to provide adequate assurance of payment. Customer shall establish an irrevocable, unconditional, sight letter of credit allowing for pro-rata payments for partial deliveries and/or performance, storage, export shipments, price adjustments, cancellation or termination, and all other amount due from Customer to Infonorm, Inc. The letter of credit shall be (a) confirmed by a bank that is acceptable to Infonorm, Inc. (b) payable at the counters of the confirming bank, (c) opened sixty (60) days prior to the earliest scheduled performance or shipment, (d) remain in effect until ninety (90) days after the latest scheduled performance or shipment, and (e) otherwise be in form and substance satisfactory to Infonorm, Inc. Customer shall pay all charges in connection with such letter of credit. Infonorm, Inc. will not begin performance until the letter of credit becomes operative. Customer will increase the amounts and/or extend the validity period(s) and make appropriate modifications to any letter of credit within five (5) business days of Infonorm, Inc.'s notification to Customer that such increase or extension is necessary to provide for payments to become due to Infonorm, Inc. If at any time Infonorm, Inc. reasonably determines that Customer's financial condition does not justify the continuation of Infonorm, Inc.'s performance, Infonorm, Inc. may require full or partial payment in advance or shall be entitled to suspend performance or terminate its agreement with Customer. The foregoing is in addition to and does not limit any other rights or remedies Infonorm, Inc. may have under contract or law.
Shipping
Standard turn around time is 1-3 weeks for most products ordered. Customized and/or specialty products may increase shipping times. All shipments to Customer will be made in accordance with customer instructions; If instructions are not given, Infonorm, Inc. will determine the best shipping method and carrier. All delivery of products will be made F.O.B. at the point of shipment to the Customer. Title, risk of loss and any obligations to insure the products supplied to Customer shall pass to the Customer when the products are placed in the hands of a carrier at point of shipment. Infonorm, Inc. shall in no event be liable for any delays beyond our control to Customer or for any damage or loss of products.
The goods are packed and handed over to the carrier in perfect condition. Before accepting the goods please inspect for damage or shortage. Claims for damage, concealed or otherwise, must be filed with the carrier within five days from receipt of merchandise. Do not open damaged shipments and request inspection by carrier.
All claims for shortages must be made in writing within five days of order receipt. No claims will be allowed thereafter. Infonorm, Inc. strictly excludes any claims, labor or installation cost incurred due to product shortages.
Changes, Returns or Cancellations
Each party may at any time propose changes in the schedule of scope of products and services in the form of a draft change order. Some changes requested by the Customer may require analytical or investigative work to evaluate the change, and this evaluation work may be charged to the Customer at Infonorm, Inc.'s then prevailing rates. The parties may mutually agree on the length of time within which a decision shall be made regarding the proposed change.
Customer cannot cancel, assign or modify agreement or Customer's order for products and/or services, or holdup release, except with Infonorm, Inc.'s express written consent. If the agreement or Customer's order (of any portion thereof) is canceled by Customer for any reason, Customer shall pay Infonorm, Inc. for all products, including raw materials purchased or completed or partially completed and services performed before the effective date of cancellation. An additional cancellation charge equal to 15% of the contract price allocable to the undelivered products and unperformed services will be assessed. No returns and cancellations will be accepted on customized items and products that were ordered and/or manufactured specifically on the Customer's behalf. Rush orders cannot be canceled once in process and are due in full at the agreed upon pricing. Unauthorized returns will not be accepted. Approved returns shall not be processed without Infonorm, Inc.'s shipping instructions in writing.
Warranty
Unless Infonorm, Inc. expressly agrees otherwise in writing, any standard items or products manufactured by Infonorm, Inc. carries a 3-year warranty from time of purchase. Coverage of custom items and/or products is 12 months. Products not manufactured by Infonorm, Inc. (including incidental materials and consumables) shall carry only the warranty that the original manufacturer provides, and Infonorm, Inc. gives no warranty on behalf of the manufacturers of such items. To the extent possible, any warranty provided with respect to products by a manufacturer other than Infonorm, Inc. shall be passed on to the Customer. Infonorm, Inc. will replace or repair such parts to be found (at their judgement) defective; this warranty strictly excludes any labor or installation costs incurred in connection with furnishing replacement parts under warranty.
Waiver of Liens
In general, Infonorm, Inc. does not issue any Waiver of Liens and is not included in the quoted or invoiced amount. If a Waiver of Liens is required for payment for a specific job, Infonorm, Inc. will issue one for a $20 fee for every copy requested. The fee is due upon request of the Waiver. A pending Waiver of Liens request will continue to accrue interest if the open balance is past due as stated above under Payments.
Liability
Infonorm, Inc.'s liability with respect to any claim of any kind including, but not limited to, claims asserting negligence, breach of contract, or breach of warranty, resulting from, arising out of, or connected with this agreement, the performance or breach thereof, or the manufacture, sale, delivery, resale, or use of any products or services covered by or furnished under this agreement shall in no event exceed an amount equal to the gross compensation received by Infonorm, Inc. under this agreement, and in no event shall such liability exceed the liability limit of any insurance policy in place to cover such claim. Further, Infonorm, Inc. shall not be liable to Customer losses, damages, or claims with respect to which are discovered by the Customer after the expiration of the applicable warranty period or for losses, damages or claims with respect to which the Customer fails to give Infonorm, Inc. notice within 30 days from the date of discovery thereof within said warranty period. Infonorm, Inc. shall not be liable to Customer for any loss of profit or revenues, interruption of business, cost of capital, cost of cover downtime, increased operating costs, claims of Customer's client for such damages, or for any special, consequential, incidental, indirect, punitive, or exemplary damages.
The Customer is obliged to determine the suitability of the product for intended use. Customer assumes all risks and liabilities in connection with Infonorm, Inc.'s products.
Applicable Law
This Agreement and matters connected with the performance thereof shall be construed, interpreted, applied, and governed in all respects by the internal laws of the State of Michigan without reference to its conflicts of laws principles. Except with respect to matters governed by the Circuit Court of Oakland County, Michigan, or the United States District Court for the Eastern District of Michigan, shall have the exclusive jurisdiction of any litigation between Infonorm, Inc. and Customer.