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Reseller Application Forms |
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Terms & Conditions of Sales |
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| PRICE: All prices quoted are exclusive of taxes,
freight charges, and handling charges. Purchaser shall furnish Enpac Industries Inc.
(Hereinafter referred to as the Company) with appropriate tax exemption certificate, if
applicable. |
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| FEES AND COSTS: Purchaser shall pay costs and
expenses incurred by the Company in collection of any sums owing by the purchaser,
including reasonable legal fees. Each returned check should be subjected to
twenty dollars USD ($20.00 USD) handling charge. |
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| DELIVERY: Shipment of all products shall be FOB
the Company warehouse, unless otherwise indicated. All shipments should be inspected
immediately. In the event of damage, delay, or loss due to the mishandling in
transportation, purchaser shall deal directly with the company freight carrier. Purchaser
shall instruct the Company with shipping instructions, if no specific instructions are
given, the Company will select the most reasonable shipping method to ensure the on time
delivery, with reasonable freight cost. The Company is not liable for delay or any freight
charge of shipment due to the absence of shipping instruction from purchaser. In the case
of purchaser, the Company will store all products ordered at purchaser's risk and expense. |
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| RISK OR LOSS: Any risk of loss or damage to
products shall be passed to the freight carrier, purchaser, or purchaser's agent at FOB
point. The Company responsibility ceases when the carrier signs the bill of lading
acknowledging they have received the merchandises in good condition. |
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| CHANGES AND CANCELLATIONS: purchaser without the
consent of the Company or its authorized agents does not subject order accepted by the
Company to change or cancellation. A minimum of fifteen percent (15%) handling charge may
be applied to the orders changed or cancelled. |
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| JURISDICTION AND VENUE: Should legal action
commence to interpret or enforce the terms of the Agreement, jurisdiction and venue shall
be in the Municipal or Superior Courts of the County of Los Angeles, State of California,
and/or in the United States District Court, Central District of California, or elsewhere
upon the mutual agreement of all parties. |
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| GOVERNING LAW: All questions with respect of the
construction of this Agreement, and the rights and liabilities of the parties hereunder,
shall be determined in accordance with the applicable provisions of the law of the State
of California, without giving effect to the choice of law principles. |
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| ATTORNEY'S FEES: If any legal action or any
arbitration or other proceedings are brought for the interpretation or enforcement of this
Agreement, or any rights of the parties with regard to this Agreement, and/or any related
Agreement, or because of and alleged dispute, breach, or default, the successful or
prevailing party shall be entitled to recover its reasonable attorney's fees and expenses,
and any costs associated with any enforcement proceeding. |
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| CONFLICTION TERMS: All orders accepted by the
Company shall be subjected to Company's Standard Terms and Conditions of Sales. Any terms
and conditions presented in orders placed by purchaser, which are in conflict with the
Company's Standard Terms and Conditions then in effect, shall be inapplicable without the
written approval from the Company. |
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| CONFIRMATIN: Purchaser's receipt of the terms
and conditions contained herein without prompt written objection thereto, or an acceptance
of any of the products covered by purchaser's order that is hereby confirmed, shall
constitute an acceptance of all terms and conditions set forth on the reverse side of this
invoice. |
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| SECURITY INTEREST: Upon delivery and acceptance
by the purchaser, as security for the due and punctual payment of any sums due thereunder
or under any purchase order from the purchaser to the Company, purchaser hereby grants to
the Company a continuing purchase money security interest in all the products and any
proceeds thereof in which the purchaser now has or hereafter has any right, title, or
interest. Purchaser shall join with the Company's request, from time to time in executing
financing statement, amendments thereto and continuation statements, and pay the cost of
the filing of the same whenever the Company deem desirable, and execute and deliver to the
Company all documents and instruments, and do such other acts and things as the Company
may reasonably request in order to effectuate fully the purpose of this grant of security
interest. In the event of the purchaser is in default under the security agreement
provided herein, the Company shall have all rights and remedies provided by law. |
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| PATENTS: The Company agrees to (i) defend at its
own expense for any suites or proceedings brought in the United States against its
purchaser or its customers, to the extent that such suits or proceeding are based on a
claim of infringement of any United States Letters Patents by any products, as such, sold
in accordance with this confirmation; (ii) pay any final judgment for such infringement
entered in any such suits; (iii) pay such sums which is the result of compromise or
settlement of any such charge, unless such infringement is the result of designs or other
special requirements specified by purchaser, or the result of applications or the usage
other than those contemplated in the Company's proposal to which purchaser or others put
such product; all of the foregoing, however, will under the conditions that the Company be
promptly notified of all such charges or suits, and be promptly supplied with the contents
of all communication in connection therewith. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR
INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM INFRIGEMENT OF PATENTS OR
COPYRIGHTS, NOR SHALL THE COMPANY BE LIABLE FOR AMOUNT EXCEEDING THE SUMS PAID BY
PURCHASER TO THE COMPANY. |
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| WARRANTY: The Company provides limited warranty
to the original purchaser of ENHANCE -branded product for one (1) year unless otherwise
specified by their respective manufacturers. The warranties are subject to the following
conditions (i) Should a product proved to be defective by reasons of improper workmanship
or material, under normal usage and service conditions within the warranty period
specified, from the Company invoice date. The Company will, at its sole option, repair or
replace the product without charge for the parts or labor. (ii) The limited warranty is
not applicable if the product is damaged by accident, improper installation, misuse,
lightning, fire, water, or other acts of nature. (iii) Warranty void if the product is
altered or repaired by anyone other than the Company or a Company authorized repair and
service station. |
| SHOULD THE COMPANY'S PRODUCTS PROVED TO BE DEFECTIVE,
PURCHASER'S SOLE REMEDY SHALL BE SUCH REPAIR OR REPLACEMENT AS PROVIDED HEREIN. IN NO
EVENT SHALL THE COMPANY BE LIABLE FOR ANY LOSS OF USE, REVENUES, ANTICIPATORY PROFIT, AND
DIRECT OR INDIRECT CONSEQUENTIAL DAMAGES ARISING OUT OF OR CONNECTED WITH THE SALES, USE,
OPERATION, OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE EXPRESSLY
DISCLAIMED. |
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| NON ENHANCE -BRANDED PRODUCTS: Non ENHANCE -branded
products carry different return and warranty polices than ENHANCE 's products. Non
ENHANCE-branded products purchased directly from ENHANCE may be returned to ENHANCE in
accordance with the ENHANCE return policy in effect on the date of invoice. ENHANCE will
not provide any warranty and technical support for non ENHANCE-branded product unless
purchased direct from ENHANCE. The non ENHANCE-branded warranty service and technical
support may vary from product to product from original manufacturer. |
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| RETURN AND REFUNDS: For Non-defective products,
the Company does not accept return of sold products after seven (7) days from the
Company's invoice date, nor does the Company refund or credit back the purchase money
after the above-mentioned period of time. To qualify for the return or credit back,
purchaser must notify the Company timely, obtain proper authorization from the Company,
and the purchaser's expenses deliver the products to the
Company's Warehouse within the above-mentioned 7-day period of
time. Refunds or credit back on non-defective products
shall be limited to the price of the actual products only, not
including shipping and handling expenses of the purchaser, and
the Company shall apply a fifteen percent (15%) restocking
charge against the purchaser. |
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| RETURN MERCHANDISE
AUTHORIZATION (RMA) PROCEDURES: |
| 1. RETURN: RMA number must
first be obtained from the Company. To obtain an RMA
number, Purchaser is required to provide the invoice number,
shipping date, model number, and the reason of return.
The Company must receive returned products within fourteen
(14) days after issuance of the RMA number. For
defective products returned, Purchaser is required to test and
identifies the nature of defect. If the Company find the
products to be non-defective, such products will be returned
to Purchaser with freight collect.
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| 2. SHIPPING:
Products should be returned to the Company freight pre-paid in
the original packing box and material. Returned products
must be complete, including all manuals, cables, accessories,
and etc. RMA number must be marked clearly outside the
carton, and also on the mailing labels, proof of purchase and
a note of reasons for return must be enclosed. The
Company will not accept any freight collect or C.O.D. on
return RMA shipment. In the event that RMA shipment not
meeting all the above conditions, the Company reserves the
right to refuse the shipment, and the imposition of handling
charge. |
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| 3. SERVICES: The Company
will return the repaired or replaced products to the Purchaser
at the Company's cost, provided that the products were
originally purchased from the Company, and still covered by
the warranty policy, and such products are confirmed to be
defective. |
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| 4. DEFECTIVE ON ARRIVAL
(D.O.A): Products that are reported as D.O.A. by the
purchaser may be returned to the Company for credit or refund,
within seven (7) days from the invoice day under the products
were shipped. |
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| THIS STANDARD TERMS AND
CONDITIONS OF SALES ARE SUBJECTED TO CHANGE WITHOUT PRIOR
NOTICE. |
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