|Terms and Conditions of Product Sales|
PLEASE READ THESE TERMS AND CONDITIONS OF PRODUCT SALES VERY CAREFULLY.
THE TERMS AND CONDITIONS OF PRODUCT SALES ARE LIMITED TO THOSE CONTAINED HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS IN ANY FORMS DELIVERED BY YOU ("CUSTOMER") ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN.
BY ORDERING PRODUCTS HERE ON WAGNER MEDIA’S WEB SITE, CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS OF PRODUCT SALES UNLESS CUSTOMER AND WAGNER MEDIA/DIRECT HAVE SIGNED A SEPARATE AGREEMENT, IN WHICH CASE THE SEPARATE AGREEMENT WILL GOVERN. ANY GENERAL DESCRIPTION OF THE TYPES OF PRODUCTS AND RESULTS THEREOF POSTED ON THE WEBSITE DO NOT CONSTITUTE PART OF THE AGREEMENT BETWEEN WAGNER MEDIA/DIRECT AND CUSTOMER.
Important Information About These Terms and Conditions of Product Sales
These Terms and Conditions of Product Sales constitute a binding contract between Customer and the WAGNER MEDIA/DIRECT Entity. Customer accepts these Terms and Conditions of Product Sales by making a purchase, placing an order or otherwise shopping on WAGNER MEDIA’S Website (the "Site"). These Terms and Conditions of Product Sales are subject to change without prior notice, except that the Terms and Conditions of Product Sales posted on the Site at the time Customer places an order will govern the order in question, unless otherwise agreed in writing by WAGNER MEDIA/DIRECT and Customer.
Customer 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 WAGNER MEDIA/DIRECT at the address provided below. In addition, Internet connectivity requires access services from an Internet access provider. Contact your local access provider for details.
IN CASE OF PROCUREMENT OF SERVICES, INDEPENDENTLY OR IN CONJUNCTION WITH THE PURCHASE OF PRODUCTS, SUCH SERVICES SHALL BE ON AND SUBJECT TO THE TERMS AND CONDITIONS OF SERVICE PROJECTS ON THE SITE.
Customer 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. Customer agrees that the Terms and Conditions of Product Sales contained herein and in WAGNER MEDIA/DIRECT invoice or other WAGNER MEDIA/DIRECT 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 Terms and Conditions of Product Sales or any purchase order or invoice related thereto.
THESE TERMS AND CONDITIONS OF PRODUCT SALES AND ANY SALE OF PRODUCTS HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR LITIGATION WILL BE BROUGHT EXCLUSIVELY IN HARRIS COUNTY, TEXAS AND CUSTOMER CONSENTS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED THEREIN, SUBMITS TO THE JURISDICTION THEREOF AND WAIVES THE RIGHT TO CHANGE VENUE. CUSTOMER FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING. Except in the case of nonpayment, neither party may institute any action in any form arising out of these Terms and Conditions of Product Sales more than one (1) year after the cause of action has arisen.
Title; Risk of Loss
If Customer provides WAGNER MEDIA/DIRECT with Customer’s carrier account number or selects a carrier other than a carrier that regularly ships for WAGNER MEDIA/DIRECT, title to products and risk of loss or damage during shipment passes from WAGNER MEDIA/DIRECT to Customer upon shipment from WAGNER MEDIA/DIRECT facility or vendor facility (F.O.B. Origin, freight collect). For all other shipments, title to products and risk of loss or damage during shipment passes from WAGNER MEDIA/DIRECT to Customer upon receipt by Customer (F.O.B. Destination, freight prepaid and added). Notwithstanding the foregoing, title to software will remain with the applicable licensor(s) and Customer's rights therein are contained in the license agreement between such licensor(s) and Customer. WAGNER MEDIA/DIRECT retains a security interest in the products until payment in full is received. Customer will be responsible for all shipping and related charges.
If this transaction involves an export under the Export Administration Regulations, the commodities, technology and/or software sold or distributed under these Terms and Conditions of Product Sales exported from the United States by WAGNER MEDIA/DIRECT were exported in accordance with the Export Administration Regulations. Diversion, use, export or re-export contrary to United States law is prohibited. The commodities, technology and/or software sold or distributed under these Terms and Conditions of Product Sales may not be exported or re-exported to Cuba, Iran, Sudan or Syria or to entities and persons that are ineligible under United States law to receive United States commodities, technology and/or software. In addition, manufacturers' warranties for exported products may vary or may be null and void for products exported outside the United States.
Customer understands that WAGNER MEDIA/DIRECT is not the manufacturer of the products purchased by Customer hereunder and the only warranties offered are those of the manufacturer, not WAGNER MEDIA/DIRECT. In purchasing the products, Customer is relying on the manufacturer’s specifications only and is not relying on any statements, specifications, photographs or other illustrations representing the products that may be provided by WAGNER MEDIA/DIRECT or its affiliates. WAGNER MEDIA/DIRECT AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED, RELATED TO PRODUCTS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF NONINFRINGEMENT. THIS DISCLAIMER DOES NOT AFFECT THE TERMS OF THE MANUFACTURER'S WARRANTY, IF ANY.
Pricing Information; Availability Disclaimer
All pricing is subject to change before or after the sale. WAGNER MEDIA/DIRECT reserves the right to make adjustments to pricing and products for reasons including, but not limited to, changing market conditions, product discontinuation, product unavailability, manufacturer price changes and errors in advertisements. All orders are subject to product availability. Therefore, WAGNER MEDIA/DIRECT cannot guarantee that it will be able to fulfill Customer’s orders. Some items need makeup time allowed before shipping.
Limitation of Liability
NEITHER WAGNER MEDIA/DIRECT NOR ITS AFFILIATES WILL BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY. NEITHER WAGNER MEDIA/DIRECT NOR ITS AFFILIATES WILL BE LIABLE FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE, DELIVERY OR USE OF PRODUCTS, NEITHER WAGNER MEDIA/DIRECT NOR ITS AFFILIATES WILL BE LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES IN EXCESS OF THE LESSER OF: (A) THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM; OR (B) $50,000.
WAGNER MEDIA/DIRECT 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. Any shipping dates provided by WAGNER MEDIA/DIRECT are estimates only.
Any claim, dispute, or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including statutory, common law, intentional tort and equitable claims) arising from or relating to the products sold pursuant to these Terms and Conditions of Product Sales, the interpretation or application of these Terms and Conditions of Product Sales or the breach, termination or validity thereof, the relationships which result from these Terms and Conditions of Product Sales (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories hereto), or WAGNER MEDIA/DIRECT’S advertising and marketing (collectively, a “Claim”) WILL BE RESOLVED, UPON THE ELECTION OF WAGNER MEDIA/DIRECT, CUSTOMER OR THIRD PARTIES INVOLVED, EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. If arbitration is chosen, it will be conducted pursuant to the Rules of the American Arbitration Association. If arbitration is chosen by any party with respect to a Claim, neither WAGNER MEDIA/DIRECT nor Customer will have the right to litigate that Claim in court or to have a jury trial on that Claim or to engage in pre-arbitration discovery, except as provided for in the applicable arbitration rules or by agreement of the parties. Further, Customer will not have the right to participate as a representative or member of any class of claimants pertaining to any Claim. Notwithstanding any choice of law provision included in these Terms and Conditions of Product Sales, this arbitration agreement is subject to the Federal Arbitration Act (9 U.S.C. §§ 1-16). The arbitration will take place exclusively in Houston, Texas. Any court having jurisdiction may enter judgment on the award rendered by the arbitrator(s). Each party will bear its own cost of any legal representation, discovery or research required to complete arbitration. The existence or results of any arbitration will be treated as confidential. Notwithstanding anything to the contrary contained herein, all matters pertaining to the collection of amounts due to WAGNER MEDIA/DIRECT arising out of sales hereunder will be exclusively litigated in court rather than through arbitration.
Orders; Payment Terms; Interest; Taxes
Orders are not binding upon WAGNER MEDIA/DIRECT until accepted by WAGNER MEDIA/DIRECT. Purchases are required to be prepaid prior to WAGNER MEDIA/DIRECT placing the order with the vendor. If an item is on backorder, the customer’s prepayment must stay on deposit with WAGNER MEDIA/DIRECT to keep that order in place with the vendor. Terms of payment are within WAGNER MEDIA/DIRECT’S sole discretion. Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice, subject to continuing credit approval by WAGNER MEDIA/DIRECT. WAGNER MEDIA/DIRECT may invoice Customer separately for partial shipments. Customer 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. Customer is responsible for, and will indemnify and hold WAGNER MEDIA/DIRECT harmless from, any applicable sales, use, transaction, excise or similar taxes (but not taxes imposed or measured by WAGNER MEDIA/DIRECT’S net income), and from any federal, state or local fees or charges (including, but not limited to, environmental or similar fees), imposed on, in respect of, or otherwise associated with the order. Customer must claim any exemption from such taxes, fees or charges and must provide WAGNER MEDIA/DIRECT with the necessary supporting documentation at the time of purchase. Any sales, use or other applicable tax or fees or assessments is based on the location to which the order is shipped. In the event of a payment default, Customer will be responsible for all of WAGNER MEDIA/DIRECT’S costs of collection, including court costs, filing fees and attorney’s fees.
WAGNER MEDIA/DIRECT’S customer return requests must be made within 30 days of receipt of goods date.
Please return all products 100% complete. This includes manufacturer box, UPC label, packing materials, all manuals, blank warranty cards and accessories.
Return privileges are contingent upon various manufacturer policies. WAGNER MEDIA/DIRECT reserves the right to decline return requests based on those policies. Please verify policies for specific item(s) with a member of Customer Service.
Please contact WAGNER MEDIA/DIRECT Customer Service at 281-209-1944, M-F 8:00AM to 5:00PM CST or via e-mail at firstname.lastname@example.org, to obtain a Return Merchandise Authorization (RMA) and the correct return ship to address before shipping product back. This will expedite and help ensure the proper action or credit upon processing.
In order to expedite a return, please have the following information on hand when requesting an RMA number: Company name, order number, part number, reason for return, action to take (replacement/repair/return/credit) and whether the box has been opened or is manufacturer sealed. Please do not write on or damage the manufacturer box.
Customer is responsible for return shipping charges to WAGNER MEDIA/DIRECT’S vendors for all products being shipped back. Products exchanged or replaced will be shipped using the same shipping method as was requested by Customer to ship the original products unless otherwise specified.
Customer is responsible for all risk of loss and damage to products being shipped back to WAGNER MEDIA/DIRECT and/or it’s vendors. Please fully insure return shipment in case of loss or damage. Please use a carrier that is able to provide you with proof of delivery such as UPS, Federal Express or DHL. This is for your protection as well as to ensure quick action on your return.
Failure to return a product within the applicable return period will be deemed to be an acceptance of the product.
If Customer receives damaged products, please refuse the products upon original delivery attempt. If damaged products are accepted from the carrier, such damage should be noted on the carrier delivery record. Please save the product and the original box and packaging and notify WAGNER MEDIA/DIRECT immediately to arrange for a carrier inspection and a pick up of damaged products. Please notify WAGNER MEDIA/DIRECT Customer Service at 877-778-7077 or via e-mail at email@example.com of damaged products IMMEDIATELY upon receipt. Timely receipt of this information is necessary for WAGNER MEDIA/DIRECT to file a damage claim.
Check Payment Policy
WAGNER MEDIA/DIRECT will accept a cashiers check or money order on all prepaid orders. WAGNER MEDIA/DIRECT will accept personal or business checks, but customer must allow time for bank clearing prior to order being processed. Allow 10 business days for clearing.
Version Date: 8/30/06
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