Terms and Conditions of Sale
Environmental Intelligence, LLC Terms and Conditions of Sale
These terms and conditions (“Agreement”) apply to all purchases of products and/or services and support (“Product”) sold by Environmental Intelligence, LLC (EI) to its customers (each, a “Buyer”). EI will not accept any other terms and conditions of sale, except (i) if Buyer and EI have executed a written agreement which specifically modifies, supersedes and/or replaces any or all of these terms and conditions, or (ii) to the extent that particular terms and conditions are stipulated by state or local laws or regulations which specifically govern sales of Products by EI to Buyer. Acceptance of all purchase orders is expressly made conditional upon Buyer’s assent, expressed or implied, to the terms and conditions set forth herein without modification or addition.
1. ACCEPTANCE OF TERMS AND CONDITIONS
Buyer’s acceptance of these terms and conditions shall be indicated by any of the following, whichever first occurs: (i) Buyer’s submitting a purchase order for any Products to EI; (ii) Buyer’s written acknowledgment hereof; (iii) Buyer’s acceptance of any Products from EI; (iv) Buyer’s acceptance in accordance with any state or local law regulation which specifically governs the sale of Products by EI to Buyer; or (v) any other act or expression of acceptance by Buyer. EI’s acceptance is expressly limited to these terms and conditions in their entirety without addition, modification or exception, and any term, condition or proposals hereafter submitted by Buyer (whether oral or in writing) which is inconsistent with or in addition to these terms and conditions is objected to and is hereby rejected by EI. EI’s silence or failure to respond to any such subsequent or different term, condition or proposal shall not be deemed to be EI’s acceptance or approval thereof.
All prices are subject to change without notice, will be established at time of order acceptance by EI and will be subject to any qualifications set forth in any price quotes, price proposals or offers to sell executed and delivered by EI to Buyer. Prices for backordered Products are not guaranteed. Additional fees may apply in accordance with EI policies in effect on the date of shipment. Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes), as well as import or customs duties, license fees and any other similar charges, however designated or levied on the sale or delivery of the Products or measured by the purchase price paid for the Products. EI’s prices set forth on the front side of the invoice do not include such taxes, fees and charges. Exemption certificates must be presented to EI prior to shipment if they are to be honored. If a manufacturer updates or changes product codes, part numbers, or discontinues a product, EI reserves the right to substitute the discontinued item(s), product code(s), or part number(s) with the manufacturers’ current version provided it is similar in all material respects to the original at a price equal to or less than the original quote.
Unless otherwise specified in a separate written agreement or instrument executed and delivered by EI to Buyer, or pursuant to any state or local law or regulation specifically governing sale of Products by EI to Buyer, payments for Products shall be made in accordance with this paragraph. Payment for Products is due on or prior to delivery thereof. EI, at its discretion, may require reasonable advance assurances of payment through irrevocable bank letters of credit or otherwise. All unpaid invoices shall bear interest at an amount equal to 1.5% of the outstanding balance per month (or the maximum rate of interest allowed to be contracted for by law, whichever is less), commencing upon the date payment is due. Buyer’s failure to make timely payment may result in such action as commencement of proceedings for collection, revocation of credit, stoppage of shipment, delay or cessation of future deliveries, repossession of unpaid delivered goods and termination of any one or more sales agreements. Notwithstanding any “net” payment provisions specified on the invoice, EI shall have no continuing obligation to deliver Products on credit, and any credit approval may be withdrawn by EI at any time and without prior notice. EI retains (and Buyer grants to EI by submitting a purchase order) a security interest in the Products to secure payment in full and compliance with these terms and conditions of sale. Buyer agrees to execute any additional documents necessary to perfect such security interest. In the event the sales invoice shall be placed by EI in the hands of an attorney or collection agency for the purpose of collection, with or without litigation, or for the purpose of enforcing EI’s security interest in the Products, Buyer agrees to pay any and all costs associated with such placement, including, without limitation, attorney’s fees and costs incurred prior to, during, or subsequent to trial, and including, without limitation, collection, bankruptcy, or other creditor’s rights proceedings.
4. DELIVERY/RISK OF LOSS
All Product shipments will be made FOB origin, unless otherwise agreed by EI. Title and risk of loss with respect to any Product will transfer to Buyer upon EI tendering the Product for delivery to the carrier. EI will ship Products using EI’s carrier of choice in accordance with EI’s shipping policies at the time of shipment. Additional fees and charges may also apply. Buyer shall examine all Products upon receipt and shall promptly notify EI, in no event later than five (5) business days after delivery, of any claimed shortages or rejection as to any delivery. Such notice shall be in writing and shall be reasonably detailed, stating the grounds for any such rejection. If Buyer does not give EI such notice as stated herein, Buyer agrees that such Products will be deemed to have been accepted by Buyer as of the date of shipment.
PRODUCT WARRANTIES WITH RESPECT TO ANY PRODUCTS SOLD BY EI TO BUYER ARE PROVIDED BY THE MANUFACTURER OF THE APPLICABLE PRODUCT, AND EI MAKES NO WARRANTIES WHATSOEVER. EI HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. EI WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST OR EXPENSE FOR BREACH OF WARRANTY. The right to return defective Products, as described herein, shall constitute EI’s sole liability and Buyer’s exclusive remedy in connection with any claim of any kind relating to the quality, condition or performance of any Product, whether such claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise.
EI SHALL NOT BE LIABLE TO BUYER OR ANY OTHER PARTY FOR ANY LOSS, DAMAGE, OR INJURY THAT RESULTS FROM THE USE OR APPLICATION BY BUYER, BUYER’S CUSTOMERS, OR ANY OTHER PARTY, OF PRODUCTS DELIVERED TO BUYER, UNLESS THE LOSS OR DAMAGE RESULTS DIRECTLY FROM THE INTENTIONALLY TORTIOUS OR FRAUDULENT ACTS OF EI. IN NO EVENT SHALL EI BE LIABLE TO BUYER OR ANY OTHER PARTY FOR LOSS, DAMAGE, OR INJURY OF ANY KIND OR NATURE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, OR ANY AGREEMENT INTO WHICH THEY ARE INCORPORATED, OR ANY PERFORMANCE OR NONPERFORMANCE UNDER THESE TERMS AND CONDITIONS BY EI, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS, IN EXCESS OF THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES ACTUALLY DELIVERED TO AND PAID FOR BY BUYER HEREUNDER. IN NO EVENT SHALL EI BE LIABLE TO BUYER OR ANY OTHER PARTY FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF GOODWILL, LOSS OF ANTICIPATED PROFITS, OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH EI’S BREACH OF, OR FAILURE TO PERFORM IN ACCORDANCE WITH ANY OF THESE TERMS AND CONDITIONS, OR THE FURNISHING, INSTALLATION, SERVICING, USE OR PERFORMANCE OF ANY PRODUCTS OR SERVICES EI SHALL PROVIDE HEREUNDER, EVEN IF NOTIFICATION HAS BEEN GIVEN AS TO THE POSSIBILITY OF SUCH DAMAGES. BUYER HEREBY EXPRESSLY WAIVES ANY AND ALL CLAIMS FOR SUCH DAMAGES. IN ADDITION TO THE FOREGOING, EI SHALL HAVE NO DUTY TO DEFEND, INDEMNIFY, OR HOLD HARMLESS BUYER FROM AND AGAINST ANY OR ALL DAMAGES AND COST INCURRED BY BUYER ARISING FROM THE INFRINGEMENT OF PATENTS OR TRADEMARKS OR THE VIOLATION OF COPYRIGHTS BY PRODUCTS.
A. General Requirements – Prior to returning any Product, Buyer must obtain a valid Return Material Authorization (“RMA”) number from EI. RMAs will be issued, at EI’s sole discretion, in accordance with these terms and conditions. Buyer must provide its account number and all other information as required by EI for all returns. RMAs are valid for twenty (20) days from the date of issuance. Buyer must return Products to the manufacturer, publisher, or distributor of the Product (or such other person as EI may designate) at the location identified in the RMA. Buyer must allow for in-transit time for Products to be returned. RMAs will be issued for authorized returns under one of the following categories: (i) defective Products, (ii) billing or shipping discrepancies, or (iii) damaged product. Buyer is responsible for ensuring that the RMA number is clearly visible on the address label of the Product packaging when it is returned. The manufacturer or distributor will refuse delivery of any boxes without a valid, clearly visible RMA number as noted above. Over goods are unauthorized returns. Any Products returned (i) without a valid RMA number, including Product shipments refused by Buyer, (ii) later than twenty (20) days from the RMA date, or (iii) in a condition unsuitable for resale (excluding defective Products), will be considered Over goods. EI or its agent will return Over goods to Buyer and EI will charge Buyer a $50 processing fee per shipment plus related freight charges. If Buyer refuses the shipment of Over goods or returns the Over goods a second time without EI’s prior authorization, Buyer agrees to relinquish all right and title to and waives all claims against EI for credit related to such Products. Notwithstanding anything to the contrary, EI reserves the right not to authorize the return of Products that are no longer in production or are being produced or published by a manufacturer or publisher that (i) is insolvent, (ii) has declared bankruptcy, or (iii) will not accept returns from EI. In addition, certain Products will be non-returnable (as specified in the applicable contract, purchase order other instrument governing the sale of such Products) and Buyer will assume all risks (including, without limitation, risk of product defect or damage) with respect to such Products.
B. Defective Product Returns – Defective returns are only for Products purchased from EI that are inoperable or do not function in accordance with the specifications published by the manufacturer or publisher and are covered under the manufacturer’s or publisher’s warranty. All defective returns are subject to more restrictive manufacturer or publisher policies. Buyer may request an RMA for the return of defective Products within twenty-one (21) days of invoice date. Upon receipt of the defective Product for which the RMA was issued, EI may test the Products and may return to Buyer, at Buyer’s expense, any Products found not to be defective. Upon verification that the returned Product is defective, EI may, at EI’s sole discretion, either (i) ship Buyer a replacement product, or (ii) provide Buyer a credit equal to the lesser of the Product’s invoice price or current replacement value less any applicable charges or fees. EI reserves the right to require Buyer to return defective Products directly to the manufacturer or publisher for replacement according to its defective Products return policy. EI shall not be obligated to repair, replace, or issue credit to Buyer for Products rendered defective, in whole or in part, by causes external to the Products, including, but not limited to, catastrophe, power failure or transients, overvoltage on interface, environment extremes, improper use, maintenance or application of the Products or use of unauthorized parts. Buyer shall bear all risks of loss when returning defective Products.
C. Damaged Product Returns – Damaged Product returns are only for Products purchased from EI and shipped via EI’s carrier of choice that are damaged in transit from EI to the Buyer. Buyer shall refuse any Product delivered in damaged condition. If the Product is received in damaged condition, Buyer shall notify EI and request an RMA within three (3) business days of receipt of such Product. Failure to notify EI and request an RMA within such time shall be deemed an acceptance of the Product as of the date of shipment.
7. BILLING/SHIPPING DISCREPANCIES
Billing and shipping discrepancies are for Products purchased from EI that were invoiced or shipped incorrectly. These include lost shipments, short shipments, wrong sales, wrong shipments and pricing/invoice errors. Buyer may request an EI for verified billing and shipping discrepancies within twenty-one (21) days of invoice date. In addition, Buyer must notify EI of any billing discrepancies related to Buyer’s authorized returns within thirty (30) days of RMA date. Such notice shall be reasonably detailed and shall specify the discrepancy. Failure to give such notice within the time specified herein shall be deemed a waiver of Buyer’s rights to claim such discrepancy.
8. COMPLIANCE WITH U.S. EXPORT LAWS
If Buyer delivers the Products to its customer who may use the Products outside the United States, Buyer acknowledges and shall advise its customer that the Products are controlled for export by the U.S. Department of Commerce and that the Products may require authorization prior to export from the United States or re-export. Buyer agrees that it will not export, re-export, or otherwise distribute Products, or direct products thereof, in violation of any export control laws or regulations of the United States. Buyer warrants that it will not export or re-export any Products with knowledge that they will be used in the design, development, production, or use of chemical, biological, nuclear, or ballistic weapons, or in a facility engaged in such activities, unless Buyer has obtained prior approval from the Department of Commerce. Buyer further warrants that it will not export or re-export, directly or indirectly, any Products to embargoed countries or sell Products to companies or individuals listed on the Denied Persons List published by the Department of Commerce.
9. RELATIONSHIP OF THE PARTIES
Buyer’s relationship with EI will be that of an independent contractor. Buyer will not have, and will not represent that is has, any power, right or authority to bind EI, or to assume or create any obligation or responsibility, express, implied or by appearances, on behalf of EI or in EI’s name, except as herein expressly provided. Nothing stated in these terms and conditions will be construed as constituting Buyer and EI as partners or as creating the relationships of employer/employee, franchisor/franchisee, or principal/agent between the parties. Buyer will make no warranty, guarantee or representation, whether written or oral, on EI’s behalf.
10. MANUFACTURER, PUBLISHER AND SUPPLIER RESTRICTIONS
If authorization for resale is required by the manufacturer or publisher of any Product, then EI will not be obligated to sell such Product to Buyer unless EI has received notification of such authorization from the manufacturer or publisher. All Products delivered to Buyer hereunder may have additional restrictions on their use required by the manufacturer or publisher. Buyer is solely responsible for ensuring its adherence to any and all such restrictions and requirements. If any supplier prohibits EI from selling specific Products to Buyer, then EI reserves the right not to sell such Products to Buyer.
11. CHOICE OF LAW/CHOICE OF FORUM
These terms and conditions (and any agreement into which they are incorporated) shall be construed, interpreted and enforced under and in accordance with the internal laws of the State of Texas, excluding its conflicts or choice of law rule or principles which might refer to the law of another jurisdiction. Buyer agrees to exercise any right or remedy in connection with these terms and conditions exclusively in, and hereby submits to the jurisdiction of the State of Texas, Courts of Collin County, or the United States District Court for the Northern District of Texas – Dallas Division.
All notices, requests, demands and other communications that either party may desire to give the other party must be in writing and may be given by (i) personal delivery to an officer of the party, (ii) mailing the same by registered or certified mail, return receipt requested, or via nationally recognized courier services to the party at the address of such party as set forth herein, at the official corporate address of such party, or such other address as the parties may hereinafter designate, or (iii) facsimile subsequently to be confirmed in writing pursuant to item (ii) above. Notices to EI shall be sent to its principal office at 6508 Benchmark Dr, Plano, Texas 75023 or, if the address of EI’s principal office changes after the sale of Products covered hereby, at EI’s principal office as forth on EI’s website (www.goeillc.com).
13. BINDING EFFECT/ASSIGNMENT
These terms and conditions shall be binding upon and shall inure to the benefit of the parties hereto and their respective representatives, successors and permitted assigns. Buyer may not assign its rights and/or duties under these terms and conditions without the prior written consent of EI. Any such attempted assignment shall be void.
14. PARTIAL INVALIDITY
If any provision of these terms and conditions shall be held to be invalid, illegal or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
15. NO WAIVER
Failure or delay of EI to exercise a right or power under these terms and conditions shall not operate as a waiver thereof, nor shall any single or partial exercise of a right or power preclude any other future exercise thereof.
The captions used herein are for reference purposes only and shall have no effect upon the construction or interpretation of any provisions herein.
17. Online Terms and Conditions of Sale
Terms and Conditions
If you visit or shop at through the EI online store, you accept these conditions. These terms and conditions (“Agreement”) apply to your purchase of computer systems and/or related products and/or services and support sold in the United States (“Product”) by Environmental Intelligence, LLC (EI). By accepting delivery of the Product, you accept and are bound to the terms and conditions of this Agreement. This Agreement may NOT be altered, supplemented, or amended by the use of any other document(s) unless otherwise agreed to in a written agreement signed by both you and EI.
If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.
EI attempts to be as accurate as possible. However, EI does not warrant that product descriptions or other content of this site is accurate, complete, reliable, current, or error-free. If a product offered is not as described, your sole remedy is to return it in unused condition.
Except where noted otherwise, the List Price displayed for products on our website represents the full retail price listed on the product itself, suggested by the manufacturer or supplier, or estimated in accordance with standard industry practice; or the estimated retail value for a comparably featured item offered elsewhere. The List Price is a comparative price estimate and may or may not represent the prevailing price in every area on any particular day. Despite our best efforts, a small number of the items in our catalog may be miss-priced. If an item’s correct price is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation.
Terms of payment are within EI’s sole discretion. Payment for the products will be made by credit card or purchase order unless credit terms have been agreed to by EI. Credit Card payment must be received by EI prior to EI’s acceptance of an order. EI may invoice parts of an order separately. Your order is subject to cancellation by EI, at EI’s sole discretion. EI is not responsible for pricing, typographical, or other errors, in any offer and reserves the right to cancel any orders resulting from such errors.
Shipping and handling are additional unless otherwise expressly indicated at the time of sale. Title to products passes from EI to Customer on shipment from Suppliers facility. Loss or damage that occurs during shipping by a carrier selected by EI is EI’s responsibility. Loss or damage that occurs during shipping by a carrier selected by you is your responsibility. You must notify EI within 21 days of the date of your invoice or acknowledgement if you believe any part of your purchase is missing, wrong or damaged. Unless you provide EI with a valid and correct tax exemption certificate applicable to your purchase of Product and the Product ship-to location, you are responsible for sales and other taxes associated with the order. Shipping dates are estimates only. Title to software will remain with the applicable licensor(s).
Changed or Discontinued Product
EI’s policy is one of ongoing update and revision. EI may revise and discontinue Product at any time without notice to you and this may affect information saved in your online “cart.” EI will ship Product that have the functionality and performance of the Product ordered, but changes between what is shipped and what is described in a specification sheet or catalog are possible. Parts used in repairing or servicing Product may be new, equivalent-to-new, or reconditioned.