The following are the terms and conditions ("Terms and Conditions") for the sale of products ("Products") by HCO Outdoor Products, LLC., its affiliates, divisions, subsidiaries, successors and assigns ( "HCO") to HCO's customers ("Customers").
1. ACCEPTANCE AND CANCELLATION OF ORDERS
All orders are subject to acceptance in writing by HCO or a duly authorized agent of HCO. Any written acknowledgement of receipt of an order shall not, in and of itself, constitute such acceptance. Orders accepted by HCO may be cancelled by Customer upon written consent of HCO provided such order is not "NC/NR" or "Non-Cancelable/Non-Returnable", "Non-Standard Products" or governed by a Purchase Agreement Letter. Non-Standard Products are defined as Products that are special orders, custom orders, orders for non-standard products, products not customarily in stock or orders for value-added products. Non-standard products are non-cancelable and non-refundable. In the event of cancellation or other withdrawal of an order for any reason, and without limiting any other remedy which HCO may have as a result of such cancellation or other withdrawal, reasonable cancellation or restocking charges shall include all expenses incurred and commitments made by HCO, and shall be paid by Customer to HCO. Customer requests to reschedule are subject to acceptance by HCO in its sole discretion. Orders may not be canceled or rescheduled after the order has been submitted by HCO to the shipment carrier. HCO reserves the right to allocate sales and limit quantities of selected Products among its customers in its sole discretion. Product specifications and availability are subject to change without prior notice.
Returns are normally accepted when completed within 30 days of the ship date. If HCO agrees to accept a return, return freight charges must be prepaid by customer. HCO will not accept COD shipments. All items must be in the original packaging and in resalable condition. Contact a sales representative or go to support.spartancamera.com for a Return Materials Authorization (RMA) Number and addressing instructions prior to returning product. The foregoing statements concerning Returns do not apply to NON-CANCELABLE/NON-RETURNABLE PRODUCTS. (See the NON-CANCELABLE/NON-RETURNABLE PRODUCTS section in these terms.)
Shipping shortage or mistake can be claimed within 7 business days.
b. Counterfeit Product Prevention Clause
Only products originally purchased and shipped from HCO will be returned to HCO. All others will be promptly quarantined and disposed of or returned to the customer. By a Customer returning products to HCO, the Customer certifies that the products were purchased from HCO and there has been no substitution in whole or part of same product from another supplier, distributor or other such source of the product. The return should be in the original packaging, in unused condition (except defective).
Orders are billed at the prices in effect at the time of shipment. Prices will be as specified by HCO and will be applicable for the period specified in HCO's quote. If no period is specified, quoted prices will be applicable for thirty (30) days. The catalog reflects the latest pricing information available at the time of printing. Prices shown in the catalog are subject to change without notice. Prices are subject to increase in the event of an increase in HCO's costs or other circumstances beyond HCO's reasonable control. If Customer does not purchase the quantity upon which quantity prices are based, Customer will pay the non-discounted price for the quantity actually purchased and/or a cancellation or restocking fee. Prices are exclusive of taxes, impositions and other charges, including sales, use, excise, value-added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent's and broker's fees, bank fees, consular fees, and document fees.
3. TERMS OF PAYMENT
All payments must be made in the currency billed on the original invoice.
Credit cards accepted include major credit cards, purchase cards, and major bank debit cards including MasterCard, VISA, and American Express. Credit Card billing information must be verified on new customers prior to shipment of order. Payment via net thirty (30) days is available to businesses, schools, and agencies with three references or as otherwise specified by HCO. The privilege of net terms is offered to customers who have submitted a satisfactory credit application with references – available for second and subsequent orders. Net 30, according to our interpretation, means payment is due within 30 days of the invoice date.
Prepaid Wire Transfer/EFT/Proforma: Customers can wire the funds to our bank. After your order is placed we will e-mail a Proforma invoice which includes our bank information, the merchandise total and shipping charges. We will reserve stock for your order for 72 hours on orders awaiting funds. Orders will be canceled after 20 business days if funds have not been received. Customer is responsible for duties and taxes.
For All Orders
Customer agrees to pay the entire net amount of each invoice from HCO pursuant to the terms of each such invoice, without offset or deduction. Orders are subject to credit approval by HCO, which may in its sole discretion at any time change the terms of Customer's credit, require payment in cash, bank wire transfer/EFT or by official bank check, and/or require payment of any or all amounts due or to become due for Customer's order before shipment of any or all of the Products. If HCO reasonably believes that the Customer's ability to make payments may be impaired or if Customer fails to pay any invoice when due, HCO may suspend delivery of any order or any remaining balance thereof, until such payment is made or cancel any order or any remaining balance thereof. Customer will remain liable to pay for any Products already shipped and all Non-Standard Products ordered by Customer. Customer agrees to submit such financial information as HCO may reasonably require for determination of credit terms and/or continuation of credit terms. Checks are accepted subject to collection and the date of collection will be deemed the date of payment. Any check received from Customer may be applied by HCO against any obligation owing by Customer to HCO under this or any other contract, regardless of any statement appearing on or referring to such check, without discharging Customer's liability for any additional amounts owing by Customer to HCO. The acceptance by HCO of such check will not constitute a waiver of HCO's right to pursue the collection of any remaining balance. Invoices not paid when due will bear interest to date of payment at the annual rate of eighteen (18%) percent or such lower rate as may be the maximum permitted by law. If Customer fails to make payment when due, HCO may pursue any legal or equitable remedies, in which event HCO will be entitled to reimbursement of costs for collection and reasonable attorneys' fees. There is a $25 (USD) service charge on all returned checks.
4. SALES TAX
When required by law HCO will collect Federal, State and/or Local sale, use, excise, and other taxes that apply to a Customer's shipment. These taxes are in addition to the purchase price of the Products subject to an order. Customer will remit the correct tax unless customer is tax exempt and HCO has a valid signed tax exemption certificate on file.
All applicable VAT, PST, HST, and/or GST charges along with brokerage fees will be the responsibility of the Customer and due at the time of delivery.
5. DELIVERY AND TITLE
All shipments by HCO are F.O.B. point of shipment from HCO's facility and the amount of all transportation charges will be paid to HCO by the Customer in addition to the purchase price of the Products. Subject to HCO's right of stoppage in transit, delivery of the Products to the carrier will constitute delivery to Customer and title and risk of loss will pass to Customer. HCO will make reasonable efforts to initiate shipment and schedule delivery as close as possible to Customer's requested delivery date(s). Customer acknowledges that delivery dates provided by HCO are estimates only and that HCO will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by HCO unless specifically designated by Customer. HCO reserves the right to make deliveries in installments. Delay in delivery of one installment will not entitle Customer to cancel any other installment(s). Delivery of any installment of Products within thirty (30) days after the date requested will constitute a timely delivery. Delivery of a quantity that varies from the quantity specified shall not relieve Customer of the obligation to accept delivery and pay for the Products delivered.
6. PRODUCT COUNTRY OF ORIGIN
HCO maintains Country of Origin information on all products in its inventory. This information is provided to customers on product labels and product shipping documents. This information is based on manufacturer-provided information according to US Treasury, US Customs Regulations. Our manufacturers do not provide HCO with the country of origin of each raw material or subcomponent that is incorporated into the Manufacturer's final product.
7. LIMITATION OF LIABILITIES
IN NO EVENT SHALL HCO BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE including, but not limited to, damages resulting from loss of profit or revenue, recall costs, claims for service interruptions or failure to supply downtime, testing, installation or removal costs, costs of substitute products, property damage, personal injury, death or legal expenses. Customer's recovery from HCO for any claim shall not exceed the purchase price paid by Customer for the goods, irrespective of the nature of the claim, whether in warrant, contract or otherwise. CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD HCO HARMLESS FROM ANY CLAIMS BROUGHT BY ANY PARTY REGARDING PRODUCTS SUPPLIED BY HCO AND INCORPORATED INTO THE CUSTOMER'S PRODUCT.
8. STATEMENTS AND ADVICE
If statements or advice, technical or otherwise, are offered or given to Customer, such statements or advice will be deemed to be given as an accommodation to Customer and without charge. HCO shall have no responsibility or liability for the content or use of such statements or advice. HCO Technical support is provided by telephone and, therefore, extremely limited in scope which prevents us from the direct participation in the design of any customer products. We do not conduct product suitability studies or engineering reviews of products that we sell, nor for the final product that a Customer produces.
9. NON-CANCELABLE/NON-RETURNABLE PRODUCTS
From time to time, Seller will notify Buyer of a product that is "NC/NR", (Non-Cancelable/Non-Returnable) upon determining that an order requires such conditions of sale. Irrespective of circumstances, the buyer agrees that "NC/NR" products may not be cancelled, returned or rescheduled by the buyer without the written consent of HCO.
10. INTELLECTUAL PROPERTY
If an order includes software or other intellectual property, such software or other intellectual property is provided by HCO to Customer subject to the copyright and user license, the terms and conditions of which are set forth in the license agreement accompanying such software or other intellectual property. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement. Unopened software may be returned for credit. Opened software may not be returned unless defective.
11. FORCE MAJEURE
HCO will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots or war. HCO's time for delivery or performance will be extended by the period of such delay or HCO may, at its option, cancel any order or remaining part thereof, without liability by giving notice to Customer.
12. EXPORT CONTROL
HCO is committed to compliance with all U.S. Export Regulations and Laws. HCO will not sell or ship to countries embargoed by the U.S. Treasury Office of Foreign Asset Control (OFAC). HCO will not sell or ship to individuals or organizations identified by the U.S. Treasury as Specially Designated Nationals and Blocked Persons. HCO will not sell or ship products prohibited under Export Administration Regulations to individuals or organizations identified by the U.S. Department of Commerce, Bureau of Industry and Security (BIS). HCO will not seek export licenses pursuant to Export Administration Regulations. HCO participates in BIS Export Enforcement and OFAC transaction reporting. Furthermore, HCO prohibits the re-export, brokering or transshipment of its products to any individual, organization or country prohibited by the OFAC or BIS. The sale, resale or other disposition of Products, and any related technology or documentation, are subject to the export control laws, regulations and orders of the United States and may be subject to the export and/or import control laws and regulations of other countries. Customer agrees to comply with all such laws, regulations and orders. Customer further acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Customer acknowledges its responsibility to obtain any license to export, re-export or import as may be required.
13 Export Classification Disclaimer
Any use made of HCO classifications, whether it be ECCNs or any variation of Harmonized Tariff codes, is without recourse to HCO and at the user’s risk. Export classifications are subject to change. If you export or re-export, your company, as the exporter of record, is responsible for determining the correct classification of any item at the time of export. Any export classification by HCO is for HCO’s internal use only and shall not be construed as a representation or warranty regarding the proper export classification nor relied upon to make licensing determinations.
The Terms and Conditions may not be modified or cancelled without HCO's written agreement. Accordingly, goods furnished and services rendered by HCO are sold only on the terms and conditions stated herein. The sale of Products hereunder will be governed by the Terms and Conditions, notwithstanding contrary or additional terms and conditions in any order purchase order, planning schedule, acknowledgment, confirmation or any other form or document issued by either party affecting the purchase and/or sale of Products. Notwithstanding any terms and conditions on Customer's order, the information and conditions on the Credit Application are controlling over Customer and HCO. Any conflicting statements or terms listed on the Customer purchase orders, invoices, confirmations or other Customer generated documents ("Customer Documents"), whether heretofore or hereafter submitted, are negated by submission of the Credit Application and the issuance of credit by HCO, and all different or additional terms and conditions contained in any Customer Documents are hereby objected to by HCO. HCO's performance of any contract is expressly made conditional on Customer's agreement to HCO's Terms and Conditions of Sale, unless otherwise specifically agreed upon in writing by HCO. In the absence of such agreement, commencement of performance and/or delivery shall be for Customer's convenience only and shall not be deemed or construed to be acceptance of Customer's terms and conditions or any of them. If a contract is not earlier formed by mutual agreement in writing, acceptance by Customer of any goods or services shall be deemed acceptance by Customer of the terms and conditions stated herein. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by operation of law, merger or otherwise, without the prior written consent of HCO. The obligations, rights, terms and conditions hereof will be binding on the parties hereto and their respective successors and assigns. The waiver or breach of any term, condition or covenant hereof, or default under any provision hereof, will not be deemed to constitute a waiver of any other term, condition, or covenant contained herein, or of any subsequent breach or default of any kind or nature. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction, or affecting the validity or enforceability of such provision in any other jurisdiction. The Terms and Conditions will be governed by and construed in accordance with the laws of the state of Texas and the applicable laws of the United States.