Terms and Conditions of Sale. These terms and conditions of sale (“Sales Terms”) constitute a binding contract between Buyer and Coravant, LLC. By placing an order with Coravant or otherwise accepting delivery of any Products from Coravant, Buyer agrees to be bound by and accepts these Sales Terms, as in effect at the time of order placement.
These Sales Terms constitute the entire agreement between Buyer and Coravant relating to the Sales Terms of products and services. Buyer consents to receiving electronic records, which may be provided via a Web browser or e-mail application connected to the Internet; individual consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting Coravant at the address provided below. Buyer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. Buyer agrees that the Sales Terms contained herein and in Coravant’s invoice or other documentation will control. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Sales Terms or any purchase order or invoice related thereto.
Orders. Orders are not binding upon Coravant until accepted by Coravant.
Price. Quoted prices are valid only for the period of time specified in the quote, if any, and to the extent prices have been quoted in other than US Dollars, are subject to change for currency fluctuations. Unless expressly noted on a quote or invoice, prices do not include, and Buyer is responsible for, any and all taxes, handling, shipping, transportation, duties or other charges or fees relating to the sale and delivery of Products. Exemption certificates, valid in the place of delivery, must be presented to Seller prior to shipment if they are to be honored. Seller’s acceptance of Buyer’s order occurs at time of shipment, except for non-standard products.
Payment. Payment terms are specified when Buyer’s account is established and are subject to change from time to time. Coravant has the right to modify, increase, decrease or terminate Buyer’s credit privileges and terms at any time without prior notice to Buyer. Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice. Coravant may invoice parts of an order separately. Buyer agrees to pay interest on all past-due sums at the lower of one and one-half percent (1 1/2%) per month or at the highest rate allowed by law. Buyer may not deduct any amounts owing from any invoice. Any sales, use or other applicable tax is based on the location to which the order is shipped. In the event of a payment default, Buyer will be responsible for all of Coravant’s costs of collection, including court costs, filing fees and attorney’s fees. Payment via Visa, Mastercard, American Express, other credit card, virtual card (e.g., American Express BIP), or any card or program similar to any of the foregoing will be accepted only if preapproved by Coravant in writing. Any such payments will be subject to a processing fee of at least 3% of the total fees paid via such payment method.
Shipment. Shipment and transportation charges will be in accordance with Seller’s shipping policy at the time of shipment. Title and risk of loss transfer to Buyer upon delivery of Products to the carrier. If Buyer directs Seller to bill transportation to a third-party account number or to ship “freight collect,” Buyer is responsible for all transportation and accessorial charges associated with the order, and is responsible for product loss and damage in transit claims with the Buyer’s carrier. Seller is not liable for any Buyer requirements not stated in these Sales Terms. Within three days of delivery Buyer must provide detailed notification to Seller of any visible damage. Buyer will notify Seller of any claimed shortages or discrepancies within 30 days of invoice or waives its right to such claim.
Export Sales. Export of Products by Customer is subject to applicable US export regulations and Customer shall be solely responsible for compliance thereof.
Warranties
(a) Products. Coravant is a reseller of information technology products, which includes hardware, software and firmware (“Products”). Buyer understands that Coravant is not the manufacturer of the Products purchased by Buyer hereunder, and the only warranties offered are those of the manufacturer, not Coravant. In purchasing the Products, Buyer is relying on the manufacturer’s specifications and services descriptions only and is not relying on any statements, specifications in brochures, photographs or other illustrations representing the Products that may be provided by Coravant.
(b) Services. With respect to any services provided by Coravant (“Coravant Services”), Coravant represents and warrants that the Coravant Services will be performed in a professional and workmanlike manner, in accordance with industry standards. Buyer acknowledges and agrees that, in some instances, Coravant may act as a reseller of certain original equipment manufacturer (“OEM”) services, such as maintenance, support and advanced services (“OEM Services”). Coravant is not the provider of the OEM Services, and OEM Services are purchased pursuant to the terms and conditions offered by the provider of such services. Upon Buyer’s request, Coravant will obtain a copy of such terms from the provider. The OEM Services providers are not agents of Coravant. The third party service provider is the only party responsible for providing OEM Services to Buyer. Buyer will look solely to the third party service provider for any loss, claims or damages arising from or relating to the purchase or provision of the OEM Services. Buyer hereby releases Coravant and affiliates from any and all claims arising from or relating to the purchase or provision of any OEM Services. Services may be subject to tax.
(c) Disclaimer. CORAVANT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY WITH RESPECT TO ANY PRODUCT OR SERVICE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WHATSOEVER. ALL INFORMATION IS PROVIDED TO BUYER “AS IS.”
Indemnification. Coravant is not responsible for and has no duty to defend, indemnify, or hold harmless Buyer, its affiliates or any other party, from or against any claims for breach of security, loss of data, or infringement of intellectual property rights related to the manufacture, sale or use of the Products or Services by Coravant or its vendors. Buyer will indemnify, defend and hold harmless Coravant and its vendors from and against any claim, demand, liability, cost or expense arising from: (a) Buyer’s use, marketing, distribution or sale of products in a manner other than as specified in product/service descriptions or specifications; (b) Coravant’s or its vendor’s compliance with designs, specifications, or instructions provided by Buyer; or (c) Buyer’s breach of these sales terms.
Software & Licensing. Software Product resold under these Sales Terms, as well as related maintenance or support services, will be governed by either the license agreement between Buyer and the original equipment manufacturer (OEM) or, if no such agreement exists, the OEM’s standard license and support agreements, which Coravant will forward to Buyer at the time of delivery of the Product, when provided to Coravant by the OEM. Coravant acknowledges that all such separate terms and conditions, rights and responsibilities by and between OEM and Buyer will pass to any order placed by Buyer hereunder, provided that Buyer acknowledges that Coravant is not a party to any such terms between Buyer and OEM and Buyer agrees to look solely to the OEM for satisfaction of any and all license support claims or obligations related to that OEM’s Product, but may request assistance from Coravant with their claim, which assistance Coravant shall use commercially reasonable efforts to provide.
Limitation of Liability. Neither Coravant nor its affiliates will be liable for lost profits, loss of business or other consequential, special, indirect or punitive damages, even if advised of the possibility of such damages, or for any claim by any third party. Neither Coravant nor its affiliates will be liable for products not being available for use or for lost or corrupted data or software or the provision of OEM services. In no event will Coravant’s liability with respect to the purchase and sale of products, Coravant services, OEM services, or otherwise under these sales terms exceed the dollar amount paid by customer for the product(s), Coravant service(s) or OEM service(s) giving rise to the claim. Force Majeure. Coravant will not be responsible for any delays in delivery which result from any circumstances beyond its control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, general insurrection, acts of God or acts of any government or agency.
Cancellations and Returns. All sales are final. All cancellation and return requests are contingent upon Coravant and/or manufacturer & distributor approval. Returns are subject to restock fees based on condition of product, timeframe and reason for return. Return requests must be made within 30 days of Coravant invoice date. Products must be unopened and in new condition to expedite return process. Opened and or used products are generally not eligible for return. If a return request involves opened or used product, return authorization is subject to restock fee if approved. It is very important to save all original packaging, as any returns must be returned packaged as close to new as possible with all original miscellaneous items such as cables, manuals and padding. Should it be necessary for any reason to return a product, please contact your sales representative to initiate approval process for a Return Merchandise Authorization (RMA) Number and shipping instructions. Please do not write on outside of any packaging for returns; this will nullify the return approval. All return information must be on shipping the return-shipping label (return address, RMA#, etc.) All return shipments must be made within 20 days of issued RMA number. Claims for shortages or incorrect merchandise shipped must be made within 15 days of shipment.
PROCEDURES TO RETURN PRODUCT ONCE RMA IS ISSUED
1. Products must be shipped to us freight prepaid.
2. Product must be identified with our assigned RMA number and/or the manufacturer’s assigned RMA number and label.
3. Returned product is limited to the product listed on the RMA.
4. We must receive product within 30 days of RMA issuance.
5. Your account will receive a credit which will be applied to the original invoice
The following are general guidelines for the three types of product returns:
RMA POLICY FOR GENERAL RETURN OR STOCK ROTATION
1. RMA must be obtained within 30 days from the date of invoice.
2. Product must be currently stocked, unopened and unused.
3. Integrated, special order, discontinued, EOL and old product cannot be returned.
RMA POLICY DEFECTIVE OR DOA PRODUCT
1. Call Customer Service for a Technical Support contact to review the product symptoms.
2. RMA must be obtained within 30 days from the invoice date
RMA POLICY FOR FREIGHT DAMAGED RETURNS
1. In order to have return privileges for freight-damaged product, freight insurance for the product must have been purchased through Access Distribution.
2. Report all product damaged in transit to the shipper within 10 days.
3. Request a RMA within 10 days of receipt of the damaged product.
4. Customer Support files the claim, the customer should not file the claim.
5. Replacement product will be shipped to you as necessary.
Refusals
1. Refusals may be assessed a 15% restocking fee plus the difference between current market cost and the cost of invoice date, in addition to all freight and insurance charges.
Restrictions. Buyer may not alter or modify the Products in any way or combine the Products with any other product or material not authorized by Seller and the applicable Product Vendor. All Products delivered to Buyer may have additional restrictions on their distribution or use. Buyer is solely responsible for ensuring its adherence to any and all such restrictions.
Relationship. Buyer and Seller are independent contractors. Nothing stated in these Sales Terms will be construed as creating the relationship of employer/employee, franchisor/franchisee, partners or principal/agent between the parties. Neither party will make any warranty, guarantee or representation, whether written or oral, on the other party’s behalf.
Governing Law. These Sales Terms (and any agreement into which they are incorporated) will be construed, interpreted and enforced exclusively under and in accordance with the laws of the State of Colorado, excluding its conflicts of law rules. The parties agree to and submit to personal jurisdiction and venue in the state courts of Denver County, Colorado. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Sales Terms.
Notices. All notices, requests, demands, and other communications must be in writing and may be given by (i) personal delivery, (ii) registered or certified mail, return receipt requested, or via nationally recognized courier services to Coravant at the official corporate address, or (iii) email to Coravant subsequently to be confirmed in writing (including by email). Notices to Coravant will be sent to appropriate account management team contacts.
Publicity. Except for any announcement intended solely for internal distribution by either party or any disclosure required by legal, accounting, or regulatory requirements, all media releases, public announcements, or public disclosures by either party or its employees or agents relating to these Sales Terms, the relationship between Coravant and Buyer, or including the marks of the other party or any affiliate of that party, must be approved in writing by the other party prior to release.
Assignment. Buyer may not assign or delegate its rights or duties under these Sales Terms, by operation of law or otherwise, in whole or in part, without the prior written consent of Coravant. Any change of control of Buyer will be deemed an assignment. Any attempted assignment without that consent will be null and void without any force or effect.
Validity. If any provision of these Sales Terms is held to be unenforceable, the enforcement of the remaining provisions will not in any way be affected. Failure or delay of either party to exercise a right under these Sales Terms will not operate as a waiver, nor will any single or partial exercise of a right preclude any other future exercise of that right. The parties agree to use electronic signatures and that their respective electronic signatures will be legally enforceable.
