Terms and Conditions of Sale

These terms and conditions of sales are the terms and conditions upon which DiscountInkjetCartridges.com and its U.S. subsidiaries (together "DIC") make all sales. DIC will not accept any other terms and conditions of sale unless Buyer and DIC have executed a master contract which specifically supersedes and replaces these terms and conditions. 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

Buyer's acceptance of these terms and conditions shall be indicated by any of the following, whichever first occurs: (a) Buyer's making of an offer to purchase Product from DIC; (b) Buyer's written acknowledgment hereof; (c) Buyer's acceptance of any shipment of any part of the items specified for delivery (the "Products"); or (d) any other act or expression of acceptance by Buyer. DIC's acceptance is expressly limited to the terms and conditions hereof 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 the terms and conditions set forth hereon is objected to and is hereby rejected by DIC. DIC's silence or failure to respond to any such subsequent or different term, condition or proposal shall not be deemed to be DIC's acceptance or approval thereof.

2. DELIVERY

Unless otherwise agreed in writing, delivery shall be made in accordance with DIC's shipping policy in effect on the date of shipment. For all domestic transactions, unless otherwise stated on the front of the invoice, title to, and all risk of loss or damage with respect to the Products shall pass to Buyer upon delivery by DIC to the carrier or Buyer's representative at DIC's warehouse or plant. For all international transactions, the Product shall be sold on a delivered, insurance-paid, duty- and international freight unpaid basis. DIC assumes no responsibility for charges attendant to customs clearance in the country of delivery, customs duty, VAT or any other charges or taxes within the country designated for delivery by the Buyer. Title and risk of loss shall pass to the Buyer upon delivery to the port designated by the Buyer and prior to Customs clearance. Delivery is subject to the payment provisions set forth herein and to DIC's receipt from Buyer of all necessary information and documentation from Buyer including all import certificates, exemption and/or resale certificates, licenses and other documents as may be required from Buyer for export of the Product. Buyer shall promptly notify DIC, 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. Failure to give any such notice within such time shall be deemed an acceptance in full of any such delivery. If Buyer refuses the shipment of goods from DIC or returns the goods to DIC without DIC’ s prior authorization, Buyer agrees to relinquish all right and title to and waives all claims against DIC for credit related to such Products. DIC shall not be liable for any shipment delays beyond the reasonable control of DIC which affect DIC or any of DIC's suppliers, including, but not limited to, delays caused by unavailability or shortages of Products from DIC's suppliers; natural disasters, acts of war; acts or omissions of Buyer; fire, strike, riot, or governmental interference; unavailability or shortage of materials, labor, fuel or power through normal commercial channels at customary and reasonable rates; failure or destruction of plant or equipment arising from any cause whatsoever; or transport failures.

3. PRICE AND PAYMENT

Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes) as well as import or custom duties; license fees and similar charges, however designated or levied on the sale of the Products (or the delivery thereof) or measured by the purchase price paid for the Products. (DIC's prices set forth on the front side of the invoice do not include such taxes, fees, and charges.) Exemption certificates must be presented prior to shipment if they are to be honored. Terms of payment are within DIC's sole discretion, and, unless otherwise agreed to by DIC, payment must be received by DIC prior to DIC's acceptance of an order. Payment for the products shall be made by credit card, wire transfer, or some other prearranged payment method unless credit terms have been agreed to by DIC. DIC may invoice parts of an order separately. Orders are not binding upon DIC until accepted by DIC. If order is cancelled a Buyer agrees to pay a cancellation fee that may apply. All unpaid invoices shall bear interest at an amount equal to 1-1/2% 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. If a check is returned due to insufficient funds or other reasons or in the event of credit card charge dispute or reversal the Buyer agrees to pay a thirty five dollar handling fee per occurrence. Notwithstanding any "net" payment provisions specified on the invoice, DIC shall have no continuing obligation to deliver Products on credit, and any credit approval may be withdrawn by DIC at any time and without prior notice. DIC retains (and Buyer grants to DIC by submitting a purchase order) a security interest in the Products to secure payment in full and compliance with all sales agreements, and Buyer agrees to execute any additional documents necessary to perfect such security interest. In the event DIC files a claim againts the Buyer in a court of law for the purpose of enforcing DIC's security interest in the Products or places account with a collection agency, the Buyer agrees to pay seven hundred and fifty dollars to cover DIC's costs and any and all costs associated with such action if the costs exceed seven hundred and fifty dollars, including without limitation, attorney's fees, collection agency fees and costs incurred prior to, during, or subsequent to trial, and including, without limitation, collection, bankruptcy, or other creditor's rights proceedings. In the event the sales invoice shall be placed by DIC in the hands of an attorney or a collection agency for the purpose of collection, with or without litigation, or for the purpose of enforcing DIC's security interest in the Products, the Buyer agrees to pay any and all costs associated with such placement, including without limitation, attorney's fees, collection agency fees and costs incurred prior to, during, or subsequent to trial, and including, without limitation, collection, bankruptcy, or other creditor's rights proceedings. If a sale is to occur, or the Product is to be shipped outside of the United States, Buyer acknowledges and agrees that the amount due DIC is contracted in U.S. dollars and that payment in U.S. dollars is of the essence. Any payment by Buyer in local currency or the receipt by DIC of local currency as a consequence of enforcement procedures against Buyer will be deemed an authorization for DIC to use that local currency to purchase U.S. dollars or, if such purchase is prohibited by local law, an authorization to purchase appropriate bonds or other instruments and export them from the Buyer's country in order to convert the currency into U.S. dollar and apply the proceeds to the payment of any amounts owed to DIC by the Buyer. Any deficiency as a result of conversion of payment into U.S. dollars shall be the responsibility of the Buyer.

4. PRODUCT RETURNS

Buyer must obtain a valid Return Material Authorization ("RMA") number from DIC for all returns. Buyer must provide its order number and all other information as required by DIC for all returns. RMAs are valid for twenty (20) calendar days from the date of issuance. Buyer must allow for in-transit time for Products to be returned to DIC, as DIC must physically receive Products within the twenty (20) calendar days. Product bundles that include specialized software can not be returned. Buyer agrees to a restocking fee on returned unopened products to be whichever is greater fifteen percent of the price paid or one percent for every two days from the shipping date to the date product was received by DIC. Custom orders are not returnable. A Custom order is an item that we do not stock and that is special ordered for each customer. Sale of custom order items are final sales; merchandise is not returnable or exchangeable. The cost of lcd alarm-clock is twenty nine dollars. Buyer is responsible for ensuring that the RMA number is clearly visible on the address label of the Product packaging when it is returned to DIC. DIC will refuse delivery of any boxes without a valid, clearly visible RMA number as noted above. Return of Products purchased hereunder, whether for stock balancing purposes or because such Products are claimed to be defective, shall be governed by DIC's Product Return policies as set forth in DIC's Catalog in effect on the date of the invoice, or as otherwise provided by DIC to Buyer in writing. DIC reserves the right to modify or eliminate such policies at any time. Although DIC's policies may permit Buyer to return Products claimed to be defective under certain circumstances, DIC makes no representations or warranties of any kind with respect to the Products. DIC HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED AS TO THE PRODUCTS INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. DIC WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST, OR EXPENSE FOR BREACH OF WARRANTY. The right to return defective Products, as previously described, shall constitute DIC'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. Notwithstanding anything to the contrary, DIC 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 DIC. In the event DIC issues a return authorization to Buyer allowing Buyer to return Product to DIC, Buyer will deliver the Product to DIC's address in the United States, if so required by DIC, and 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 similar charges, however designated or levied, on any replacement Product to be shipped by DIC to Buyer.

5. LIMITATION OF LIABILITY

DIC SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE AGREEMENT TO SELL PRODUCT TO BUYER OR THE PRODUCT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR FOR ANY DAMAGES OR SUMS PAID BY BUYER TO THIRD PARTIES, EVEN IF DIC HAS BEEN ADVISED OF POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY 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.

6 GENERAL

These terms and conditions shall constitute the final, complete and exclusive agreement of the parties with respect to all sales by DIC to Buyer and shall supercede all prior offers, negotiations, understandings, and agreements. Unless Buyer and DIC have executed a master contract which specifically supercedes and replaces the terms and conditions herein, it is expressly agreed that no prior or contemporaneous agreement or understanding, whether written or oral, shall contradict, modify, supplement, or explain the terms and conditions contained herein. No additional or different terms or conditions, whether material or immaterial, shall become a part of any sales agreement unless expressly accepted in writing by an authorized officer of DIC in the United States. Any waiver by DIC of one or more of these terms and conditions or any defaults hereunder shall not constitute a waiver of the remaining terms and conditions or of any future defaults hereunder. No failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of rights hereunder. Any provision of these terms and conditions that is prohibited or unenforceable under the laws of the State of Oregon shall be ineffective to the extend of such prohibition or unenforceability, without impairing or invalidating the remaining provisions of these terms and conditions. All sales agreements shall be deemed made in, and shall be governed by, the laws of the State of Oregon. The venue for any disputes arising out of any sales agreement shall be, at DIC's sole and exclusive option, Washington County, Oregon, or the courts with proper jurisdiction at the Buyer's location. ALL SALES TRANSACTIONS EXCLUDE THE APPLICATION OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALES OF GOODS, IF OTHERWISE APPLICABLE.

7. RESALE

A) Buyer shall comply with, and shall not act to contravene, applicable laws, codes, and regulations, including without limitation those relating to the licensing/control of, or prohibition against, shipment (including both export and re-export) to designated countries and/or entities. 

B) Buyer recognizes that some Product sales are limited to a specific territory and shall not sell Products outside that territory. Such sales may constitute copyright or trademark infringement.

  

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