Terms & Conditions – Intellegre

TERMS AND CONDITIONS

OF SALE – GOODS AND SERVICES

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THEY CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, INCLUDING LIMITATIONS AND EXCLUSIONS THAT MIGHT APPLY TO YOU. These terms and conditions apply to the purchase and sale of products and services through www.intellegre.net(referred to as the “site”). By placing an order for such products and services, you agree to be bound by and accept these terms and conditions. If you do not agree to these terms and conditions, you should not obtain products or services from this site. These terms and conditions are subject to change by Intellegre, LLC (referred to as “ITL” or “us” or “we” or “our”) without prior written notice at any time, in our sole discretion. The latest version of the terms and conditions will be posted on this site, and you should review these terms and conditions prior to purchasing any products or services that are available through this site. These terms and conditions shall apply to your purchase order to the exclusion of any other terms on which any quotation has been given to you or subject to which a purchase order is accepted or purported to be accepted by us.

1. Interpretation

1.1 Defined Terms

In these Terms: “DELIVERY ADDRESS” means the address stated on the Order; “GOODS” means the goods (including any installment of the goods or any part of them) described in the Order; “ORDER” means your purchase order or credit card sale to which these Terms are annexed; “PURCHASE PRICE” means the purchase price of the Goods and/or charge for the Services; “SERVICE” means the services (if any) described in the Order; “SPECIFICATION” includes any plans, drawings, data or other information relating to the Goods or Services; “TERMS” means the standard terms of purchase set out in this site and (unless the context otherwise requires) includes any special terms agreed in Writing between you and ITL; “WRITING”, and any similar expression, includes facsimile transmission and comparable means of communication as well as electronic communications between authorized parties.

1.2 Statutory References

Any reference in these Terms to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re enacted or extended at the relevant time.

1.3 Headings

The headings in these Terms are for convenience only and shall not affect their interpretation.

2. Order Acceptance and Cancellation

(a) The Order constitutes an offer by you to purchase the Goods and/or acquire the Services subject to these Terms. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your Order, nor does it constitute confirmation of our offer to sell. We reserve the right at any time after receipt of your Order to accept, decline, or limit your Order for any reason, whether or not your credit card has been charged. Acceptance of the Order may be made by shipment of Goods or delivery of Services hereunder. If your credit card has been charged and your Order is canceled you will receive a prompt refund credit to your account. We reserve the right at any time after receipt of your Order, without prior notice to you, to supply less than the quantity you ordered of any item. If an item is backordered, purchaser will be notified and a projected date for shipment of the balance of the order items will be provided. (b) Once the Order has been placed, it cannot be canceled unless the shipment is unavoidably delayed. In this case, we will do our best to cancel the Order if requested. (c) We make every effort to maintain the availability of the site. However, if we experience technical difficulties, we are not responsible for Orders that are not processed or accepted. (d) No term or condition of any Order or other document submitted by you that is inconsistent with or in addition to the terms and conditions contained herein, or that imposes additional obligations on us, will be binding on us. No waiver, alteration or modification of any of the provisions hereof will be binding on us unless made in Writing by an authorized officer of ITL. (e) We may terminate the Order if: (i) you fail to pay us the Purchase Price, taxes and other charges, if any, as set forth on and pursuant to the terms of the invoice; (ii) you are in default of any other provision of the invoice or these Terms; or (iii) you become insolvent or seek protection, voluntarily or involuntarily, under any bankruptcy laws. If we terminate or cancel the Order, we shall provide written notice thereof to you and may declare all amounts owed to us to be immediately due and payable and cease performance of all of our obligations without liability to you. The foregoing rights and remedies shall be cumulative with any other rights and remedies that we may have at law or in equity.

3. Specifications

(a) The quantity, quality and description of the Goods and the Services shall, subject to these Terms, be as specified in the Order and/or in any applicable Specification supplied by either you or ITL and accepted in Writing by both parties. (b) We retain all proprietary rights in and to the Goods and Services, and in any modifications or improvements to the Goods that may result from suggestions or input from you, including but not limited to rights under patent, copyright, design rights or any other intellectual property rights in the Goods. (c) We will comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods and the performance of the Services. (d) We will package the Goods for shipping in accordance with standard commercial practices. Unless you have specified a carrier in your Order, we will select the carrier with the express understanding that the carrier is not our agent.

4. Prices

(a) The Purchase Price of the Goods and the Services shall be as stated in the Order and, unless otherwise so stated, shall not include any applicable franchise, sales, use or other taxes, customs duties, insurance, shipping charges, and any other fees or charges imposed by an governmental authority, all of which shall be paid by you in addition to the Purchase Price quoted. (b) If a Good or Service is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product information received from our suppliers, we may refuse or cancel any Orders placed for Goods or Services listed at the incorrect price. We may refuse or cancel any such Orders whether or not the Order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your Order is canceled, we will immediately issue a credit to your credit card account in the amount of the charge.

5. Terms of Payment

(a) You shall pay the full Purchase Price of the Goods and/or Services at the time you place the Order, unless we agree in Writing to extend credit to you. (b) We accept [Visa, Mastercard, Discover, American Express] for all purchases. You represent and warrant that (a) the credit card information you supply to us is true, correct and complete, (b) charges you incur will be honored by your credit card company, and (c) you will pay charges you incur at the posted prices, including all applicable taxes, if any. (c) Orders from businesses may be accepted upon approval of credit and are payable on net thirty (30) day terms or such other terms as we may approve or require in Writing. Invoices not paid within such 30 day period shall be considered overdue and will be subject to a late charge assessed at a rate equal to the lower of 1 ½% of the unpaid balance per month or the maximum rate allowed by applicable law. We may discontinue performance if you fail to pay any sum due, if, after five (5) days written notice, payment in full has not been made. (d) All payments must be in United States dollars. Current billing address and phone information must be included with every Order. We retain a security interest in the Goods and all proceeds thereof until the full Purchase Price therefore (including taxes and additional charges) has been paid. (e) Charges for shipping and handling will be made in accordance with our then current shipping policies.

6. Delivery, Acceptance and Refunds

(a) The Goods shall be delivered to the Delivery Address, and the Services shall be performed as set forth in the Order and confirmed by us in Writing, on the date or within 2 -3 business days of payment. (b) Where the date of delivery of the Goods or of performance of the Services is to be specified after the placing of the Order, We will give you reasonable notice of the specified date. (c) We will supply you in good time with any instructions or other information required to enable you to accept delivery of the Goods and performance of the Services. (d) If the Goods are not delivered on the due date, your sole remedy is to cancel the Order. (e) You will examine the Goods promptly upon receipt and notify us in Writing within fourteen (14) days of such receipt if any items or components were not included in the shipment. Failure to give such notice will constitute a waiver of any claims of shortages. (f) The time frame for acceptable returns in 15 business days from the date the product shipped. The return mailing address for products is 715 Fairpark Lane, Sugar Land, Texas, 77479.

7. Risk of Loss and Passage of Title

(a) Risk of damage to or loss of the Goods shall pass to you on delivery. (b) Title in the Goods passes to you on delivery, unless payment for the Goods is made prior to delivery, when it shall pass to you once payment has been made in full.

8. Warranties and Liability

(a) EXCEPT AS EXPRESSLY SET FORTH IN PARAGRAPH 8(B), ALL GOODS AND SERVICES AVAILABLE ON THIS SITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT THE GOODS AND SERVICES AVAILABLE ON THIS SITE WILL MEET YOUR REQUIREMENTS; THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE GOODS OR SERVICES WILL BE EFFECTIVE, ACCURATE OR RELIABLE; THE QUALITY OF ANY GOODS OR SERVICES WILL MEET YOUR EXPECTATIONS; OR THAT THE OPERATION OF THE GOODS WILL BE UNINTERRUPTED OR ERROR-FREE. (b) ITL offers the following warranties on our products. We warrant to you, for a period of 90 days from the date of shipment (the “Warranty Period”), that our modifications and additions to Goods supplied by third party manufacturers based on your Order and their packaging and labeling shall be free from defects in design, material and workmanship under normal use and maintenance. The original Warranty Period for any Goods which we have repaired or replaced will not thereby be extended. THE FOREGOING WARRANTY IS PROVIDED EXPRESSLY IN LIEU OF, AND WE HEREBY DISCLAIM, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (c) You are responsible for shipping charges on all returned items; we will match your shipping method on your replacement or exchange items. You must insure the shipment or accept the risk of loss or damage during shipment. We strongly recommend that you fully insure your return shipment against loss or damage and that you use a carrier that can provide you with proof of delivery for your protection. (d) If your Order arrives in a damaged condition, save the merchandise and the original box and packing it arrived in, and notify us immediately to arrange for a carrier inspection and a pickup of the damaged merchandise. (e) WE DO NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR GOODS AND SERVICES THAT ARE NOT AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE. IN NO EVENT SHALL WE OR OUR AFFILIATED COMPANIES, AGENTS, MEMBERS, MANAGERS, EMPLOYEES, OR OFFICERS (COLLECTIVELY, OUR “AFFILIATES”) HAVE ANY OBLIGATIONS OR LIABILITIES TO YOU OR ANY OTHER PERSON FOR LOSS OF PROFITS, FOR LOSS OF BUSINESS OR USE, OR FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF YOU OR YOUR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF, ARISING OUT OF OR IN CONNECTION WITH THE SALE, DELIVERY, USE, REPAIR OR PERFORMANCE OF THE GOODS AND SERVICES AVAILABLE THROUGH THIS SITE. NO EMPLOYEE OR REPRESENTATIVE OF OURS IS AUTHORIZED TO MODIFY THIS LIMITATION. OUR SOLE AND ENTIRE MAXIMUM LIABILITY (AND THE LIABILITY OF ANY OF THE PROVIDERS OF GOODS AND SERVICES AVAILABLE ON OUR SITE), FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE GOODS AND SERVICES YOU HAVE ORDERED THROUGH THIS SITE. Neither we nor you shall be liable to the other or be deemed to be in breach of these Terms by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Goods or the Services, if the delay or failure is beyond that party’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond either party’s reasonable control: (1) Act of God, explosion, flood, tempest, fire or accident; (2) War or threat of war, sabotage, insurrection, civil disturbance or requisition; (3) Acts, restrictions, regulations, by laws, prohibitions or measures of any kind on the part of any governmental, state or local authority; (4) Import or export regulations or embargoes; (5) Strikes, lock outs or other industrial actions or trade disputes (whether involving employees of either us or you or of a third party); (6) Difficulties in obtaining raw materials, labor, fuel, parts or machinery; (7) Power failure or breakdown in machinery.

9. Miscellaneous

(a) You may not assign your rights and obligations under these Terms without our prior written consent, and any such assignment will be null and void. (b) We may assign or transfer our rights under these Terms or sub-contract any of our obligations under these Terms to any other person without your consent. (c) A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified under this provision to the party giving the notice. (d) If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected. (e) These Terms, the Order and any other documents mentioned herein constitute the entire agreement between the parties on this subject. All prior representations or arrangements on this subject matter are superseded by these Terms. No term or condition of any Order or other document submitted by you that is inconsistent with these Terms, or that imposes additional obligations on us, will be binding on us. (f) THESE TERMS AND THE ORDER SHALL BE CONSTRUED IN ACCORDANCE WITH, AND ALL DISPUTES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF TEXAS, WITHOUT REFERENCE TO ITS CONFLICTS OF LAWS PRINCIPALS, AND SPECIFICALLY INCLUDING THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE AS ADOPTED BY THE STATE OF TEXAS, AND YOU AGREE TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS OR FEDERAL COURTS IN HARRIS COUNTY, TEXAS IN THE EVENT OF ANY PROCEEDINGS THEREIN IN CONNECTION HEREWITH.

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TERMS AND CONDITIONS

OF SALE – GOODS AND SERVICES

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