EXPRESS SYSTEMS & PERIPHERALS GENERAL TERMS & CONDITIONS
1) ACCEPTANCE – AGREEMENT – Seller’s commencement of work on Purchase Order or shipment of goods shall be deemed an effective acceptance of this Purchase Order. Any acceptance of this Purchase Order constitutes acceptance of the express terms contained on the front and back hereof.
2) CHANGES – Buyer may direct in writing changes, including additions to or deletions from the quantities originally ordered, or in the specifications or drawings. If any such change causes an increase or decrease in the cost of or the time required for performance hereunder, an equitable adjustment which Seller believes results from any suspension of the work directed by Buyer or from any implementation of Buyer’s comments on Seller’s documents shall be asserted by Seller no later than thirty (30) days from the date of Seller’s receipt of any such direction or comments. Equitable adjustments for any claims or changes under this agreement, including claims arising from cancellations or terminations directed under paragraphs 11 or 12 of this agreement, will be made by written Purchase Order Revision. Nothing contained herein shall excuse Seller from proceeding with the change prior to negotiation of any reasonable adjustment supported by appropriate documentation.
3) PRICE AND PAYMENT – The prices herein specified, unless otherwise expressly stated, shall exclude all taxes and duties of any kind which either party is required to pay with respect to the sale of the goods covered by this agreement, but shall include all charges and expenses in connection with the packing of the goods and their carriage to the place of delivery to the Buyer unless specifically excluded. All prices are firm unless otherwise expressly stated. Payment will be made as set forth in this agreement, however, payment may be withheld or portions thereof may be deducted or set-offs may be made against Seller if Seller is not performing work in accordance with the applicable provisions of this agreement. The time for payment of invoices, or for accepting any discounts offered shall run only from the date of receipt of goods, provided Buyer has received correct invoices with required certification documents. Notwithstanding Buyers final acceptance of the goods and payment thereof, all provisions of this agreement such as, but not limited to Warranties, Infringement and Compliance shall survive such acceptance and payment.
Express Systems & Peripherals reserves the right to change pricing without notice at any time for any reason.
Quote validity and prices are subject to change due to tariff fluctuation and will not include tariff surcharges
All prices are in US Dollars
Prices are FOB Origin
Duties & taxes not included on International shipments
*Pricing reflects current DRAM/NAND costs and may adjust prior to shipment due to market volatility. Buyer will be notified of any increase and may cancel affected items before shipment.
4) DELIVERY - Orders will be shipped via UPS or Federal Express. To ensure that items are not returned to us as undeliverable, please provide a valid shipping address as to avoid additional delivery charges. In the event of a damaged shipment, please retain all damaged items (pallet, carton, etc) including documentation (delivery receipt, pictures, etc) in your possession as the carrier has the right to inspect the damaged merchandise and original shipping cartons before processing your claim. Please ensure that all items listed on the BOL (bill of lading) and delivery receipt are present and accounted for. Occasionally several items will be shipped on one pallet which is designated on the BOL and delivery receipt. If the pallet is not neatly shrink wrapped and the number of items you receive does not correspond with the number of items designated on the delivery receipt, indicate the missing item(s) on the delivery receipt and file a missing item claim with the carrier. Your order will be shipped to the shipping address you provide to us. Please make sure the shipping address is correct as the carrier may assess re-routing fees in the event you wish to change the shipping address after your order has left our warehouse. These fees vary and once determined must be collected before re-routing is authorized.
DELIVERY NOTE: We rely on third party carriers to ship your order. Please understand that circumstances outside our control may occur, which may cause your shipped package to arrive one or two days before or after your requested delivery date. Some delays may include but not limited to are: Weather, holidays, rural area constraints, lack of response by recipient, product availability, invalid delivery date entered, incorrect address information entered; in addition if the incorrect address information is entered additional delivery fees may apply.
5) EXPORT POLICY -- If you order Products from our site for delivery outside the US, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.
Please also note that you must comply with all applicable laws and regulation for the country for which the Products are destined. We will not be liable for any breach by you of any such laws.
6) WIRE TRANSFER FEES -- International orders and/or orders with an international ship-to address must be paid for via wire transfer. Banking fees average $50.00 per transaction, although some banks may take an additional percentage that may need to be alleviated by the customer. This is a situational occurrence that depends on the number of banks used during the funds transfer, and the percentages they charge. Our accounting department will contact you during order finalization if this is the case. Please note that we have no control over these charges and cannot predict their amount.
7) CERTIFICATION – By fulfilling our order you certify that you are a franchised distributor of the product(s) sold OR that you are an OEM, independent distributor, authorized vendor and/or are part of the OEM/OCM's authorized distribution chain.
8) COUNTERFEIT PARTS – Seller represents and warrants that only new and authentic materials are used in products required to be delivered to Express Systems and Peripherals and/or its customers as directed and that the product(s) delivered contain no counterfeit parts. No other material, part, or component other than a new and authentic part is to be used unless approved in advance in writing by Express Systems and Peripherals. To further mitigate the possibility of the inadvertent use of Counterfeit Parts, Seller shall only purchase authentic parts/components directly from the Original Equipment Manufacturers or Original Component Manufacturer (OEM/OCM) or through the OEM/OCM's authorized distribution chain. Seller must make available to Express Systems and Peripherals, at Express Systems and Peripheral's request, OEM/OCM documentation that authenticates traceability of the components to that OEM/OCM.
9) SUSPECTED UNAUTHORIZED PARTS – Seller represents and warrants that no product that may not have been or is suspected of not having been produced in accordance with required applicable laws and regulations be delivered to Express Systems and Peripherals and/or its customers.
10) TITLE AND RISK OF LOSS – Except as otherwise provided herein, all goods furnished by Seller hereunder shall become the property of Buyer upon payment thereof or upon delivery, whichever occurs earlier. Notwithstanding the foregoing, Seller shall be responsible for and shall bear any and all risk of loss or damage to the goods until delivery thereof in accordance with the delivery and shipping provisions of this agreement. Upon such delivery, risk of loss, or damage, whenever occurring, which results from Seller’s improper packaging or crating shall be borne by Seller.
11) INSPECTION AND TESTS – All goods ordered hereunder will be subject to inspection and test by Buyer to the extent practicable at all times and places, including the period of manufacture and in any event prior to acceptance. Seller agrees to permit access to Seller’s facilities at all reasonable times for inspection of goods by Buyers agents or employees and will provide all tools, facilities and assistance reasonably necessary for such inspection at no additional cost to Buyer. Such goods will be subject to final inspection and acceptance by Buyer after this delivery to Buyer. It is expressly agreed that inspections and/or payments prior to delivery will not constitute final acceptance. If the goods delivered do not meet the specifications or otherwise do not conform to the requirements of this Purchase Order, Buyer shall have the right to reject such goods. Goods which have been delivered and rejected in whole or in part may, at Buyer’s option, be returned to Seller or held for disposition at Seller’s risk and expense.
12) WARRANTIES – Seller warrants that the goods, items and services covered hereunder shall conform and comply with applicable specifications, instructions, drawings, data and samples, applicable laws and regulations and will be merchantable, of good material and workmanship, free from defects and will be fit and sufficient for the purpose intended. These warranties shall be in addition to all other warranties, express, implied or statutory. Payment for, inspection of, or receipt of articles or services shall not constitute a waiver of any breach of warranty. Seller shall execute and deliver to Buyer any documents as may be required to effect or to evidence such compliance.
13) PATENTS – Seller agrees, at its own expense, to defend any suit or action against Buyer or against those selling or using the goods or services covered by this Purchase Order for alleged infringement of patent or invention rights arising from the sale or use of such goods or services and to indemnify and save Buyer harmless from any damages, liabilities, claims, losses and expenses (including attorney’s fees) paid or incurred by Buyer in connection with any such suit or action, whether against Buyer or against those selling or using the goods or services covered by this Purchase Order.
14) SAFETY – All work performed by Seller under this Purchase Order or any work authorization form shall be carried out in a safe and reasonable manner and Seller shall be solely responsible for job safety.
Seller shall comply with all federal, state and local safety laws, rules and regulations and any safety procedures customarily recognized by other seller performing the same or similar work. Seller shall, prior to the commencement of work and at regular intervals during the work, conduct safety meetings and jobsite safety meetings and jobsite safety inspections and shall keep a permanent, written log of such safety meetings and inspections which shall detail subjects discussed, any safety violations, and all remedial responses. Said reports shall be available for inspection by Buyer.
Failure of Seller to comply with any safety rule or regulation shall be cause, at Buyers option, for immediate termination and/or suspension of this Purchase Order and any work being performed hereunder or under any work authorization. If Buyer suspends any work, Buyer shall have sole discretion to determine when a safety violation has been corrected and work can recommence.
In addition, should Buyer present Seller, at any time during the existence of this Purchase Order, with any safety manuals, safety rules, regulations or guidelines adopted by Buyer, Seller, shall comply with said safety regulations, safety rules, manuals or guidelines during all work or services performed by Seller under this Purchase Order or any work authorization issued by Buyer.
15) ASSIGNMENTS AND SUBCONTRACTING – This Purchase Order and any payments to be made hereunder may not be assigned or transferred without prior written approval by Buyer. No invoices may be rendered by others than the named Seller without the written permission of Buyer. All claims for monies due or to become due from the Buyer shall be subject to deduction by the Buyer for any set off or counterclaim arising out of this or any other Purchase Orders with the Seller whether such set off or counterclaim arose – before or after such assignment by the Seller.
16) CANCELLATION – Buyer may at any time cancel this Purchase Order in whole or in part for its convenience upon written notice to Seller in which event Seller shall be entitled to reasonable cancellation charges consisting of a percentage of the order price reflecting the percentage of the work performed prior to cancellation plus actual direct costs resulting from cancellation.
17) NON-CANCELABLE NON-RETURNABLE POLICY -- Please note: Due to supply chain issues Moxa, Perle and Etherwan (other manufacturers may apply) products are NCNR. Non-cancelable Non-Returnable. Once an order is confirmed the order cannot be canceled or returned.
18) RETURNS -- Returns are refunded if the following conditions apply: A request for a RMA (return merchandise authorization) number must be made within 30 days of receipt of merchandise. A valid RMA number must accompany returned merchandise within 15 days of RMA issue date. Returned merchandise must be in original, new condition (not installed or modified, scratched, dinged, dented or damaged in any way) and must accompany all original documentation (instructions, literature, etc.) as well as original accessories (screws, wires, etc.) and original packaging. Returned merchandise may be subject to a 15% restocking fee. Refunds are given in the form of original payment minus the actual shipping costs and restocking fees. Allow 2 weeks for all refunds to be processed. Returns will not be accepted or refunded if the following conditions apply: Merchandise that is sold as used or 'as is' is not returnable. Special order items are not returnable.
19) TERMINATION FOR DEFAULT – The Buyer may terminate the whole or any part of Seller’s work in any one of the following circumstances (1) if the Seller fails to make delivery or fails to perform within the time specified herein or any extension thereof, or (2) if Seller delivers nonconforming goods, or (3) if the Seller fails to perform in accordance with the provisions of this agreement, or so fails to make progress as to endanger performance of this order in accordance with its terms. In the event of any such failure, Buyer will provide Seller with written notice of the nature of the failure and Buyer’s intention to terminate for default. In the event Seller does not cure such failure within 20 days of such notice, Buyer may terminate for default by providing Seller with a written Notice of Default, and Buyer will have no liability to Seller except for completed work accepted by Buyer.
In the event the Buyer terminates as provided in this Section 12, the Buyer may procure, upon such terms and in such manner as the Buyer may deem appropriate, supplies or services similar to those so terminated and the Seller shall be liable to the Buyer for any excess costs for such similar supplies or services; provided, however,
the Seller shall continue the performance of this agreement to the extent not terminated under the provisions of this clause.
20) NON-WAIVER – Failure by Buyer to insist upon strict performance of any of the terms and conditions hereof, or failure or delay in exercising any rights or remedies provided herein or by law or to properly notify Seller in the event of breach, or the acceptance of or payment for goods hereunder, or review of design, shall not release Seller from any of the warranties or obligations of this agreement and shall not be deemed a waiver of any right of Buyer to insist upon strict performance hereof for any of its rights or remedies as to any such goods, regardless when shipped, received accepted, or as to any prior or any subsequent default hereunder, nor shall any termination of this agreement by Buyer operate as a waiver in any of the terms hereof.
21) APPLICABLE LAW-DEFINITIONS – The definitions of terms used, interpretation of the agreement and rights of all parties hereunder shall be construed under and governed by the laws of the state of New Jersey. Unless otherwise specified herein Seller means the person, firm or corporation to which this Purchase Order is addressed. The goods means those articles, materials, supplies, drawings, data and other property and all services, including design, inspection, testing, expediting and delivery specified or required hereunder.
22) CONFIDENTIALITY – Seller shall not without first obtaining Buyer’s written consent disseminate the fact that Seller has furnished or has contracted to furnish Buyer the items covered hereby nor, except as is necessary for performance of this order, shall Seller disclose any of the details connected with this order to third parties. Any specifications, drawings, designs, manufacturing data, and other information transmitted to Seller by Buyer in connection with the performance of this Purchase Order are the property of Buyer and are disclosed in confidence upon the condition that they are the property of Buyer and are disclosed in confidence upon the condition that they are not to be reproduced, copied or transmitted to other parties.
23) SUBSTANCE ABUSE/CONTRABAND – Express Systems & Peripherals maintains a strong commitment to provide a safe workplace and a high standard of health, safety and performance. Contractor warrants that it maintains like commitments and Contractor, its employees, agents, representatives, successors, assignors and subcontractors shall refrain from the use, abuse, presence in the body or reporting to work under the influence, bringing onto Express Systems & Peripherals property, unlawful manufacture, distribution, dispensation, concession, storage, transfer, concealment, transportation, promotion or sale of alcoholic beverages, controlled substances or illegal drugs while performing any work or services hereunder or under any Purchase Order on Express Systems & Peripherals premises or any designated Express Systems & Peripherals work area.
Contractor, its employees, agents, representatives, successors, assignors and subcontractors shall not possess firearms and weapons, and paraphernalia that has the appearance of firearms or weapons (i.e., toy guns, knives, etc.) on any property owned, leased, or under the control of Express Systems & Peripherals or its affiliates, with the exception of parking areas, which are addressed below.
Any person who may lawfully possess a firearm may transport or store such firearm in a privately-owned motor vehicle but only in any Express Systems & Peripherals parking lot, parking garage, or designated parking area. Any motor vehicle containing a firearm must be kept locked at all time. Such firearm must be hidden from plain view inside the motor vehicle. Any ammunition for such firearm must also be hidden from plain view inside the motor vehicle, and must be stored separately from the firearm. No weapon other than a firearm may be transported or stored in any motor vehicle in any Express Systems & Peripherals parking lot, parking garage, or designated parking area.
Express Systems & Peripherals also maintains a strong commitment to prohibit sexual harassment, as well as discrimination of any other kind, in the workplace. Contractor agrees to abide by all applicable corporate policies of Express Systems & Peripherals in this regard, which policies shall be made available to Contractor upon request.
Express Systems & Peripherals reserves the right to take appropriate actions, including enforcement of its substance abuse/ contraband policy and sexual harassment and anti-discrimination policy, including but not limited to automatic and immediate cancellation of this agreement, should Express Systems & Peripherals determine that circumstances warrant same. Express Systems & Peripherals maintains a strong commitment to provide a safe workplace and a high standard of health, safety and performance. Contractor warrants that it maintains like commitments and Contractor, its employees, agents, assigns, or subcontractors shall refrain from the use, abuse, presence in the body or reporting to work under the influence, bringing onto company property, unlawful manufacture, distribution, dispensation, concession, storage, transfer, concealment, transportation, promotion or sale of alcoholic beverages, controlled substances or illegal drugs or firearms while performing any work or services hereunder or under any Purchase Order on Express Systems & Peripherals premises or any designated Express Systems & Peripherals work area.
Express Systems & Peripherals reserves the right to take certain actions, including enforcement of its policies, drug testing, automatic and immediate cancellation of this Agreement, or other appropriate action should Express Systems & Peripherals determine that circumstances warrant same.
24) FORCE MAJEURE – Events beyond the control of Buyer which shall affect the Buyer’s ability to receive and use the material ordered shall constitute valid ground for suspension of shipment upon this Purchase Order, without penalty to the Buyer, except that a cancellation for such causes may not be made without reimbursement to the Seller for expenditures actually made for labor and materials upon the authority of this order.
25) EQUAL OPPORTUNITY – 1965, (2) The Vietnam Era Veterans Readjustment Assistance Act of 1974, (3) the Rehabilitation Act of 1973, (4) the Small Business Act of 1958 (as amended) and (5) Executive Order 11625 of October 13, 1971. Accordingly, the clauses set forth at 41 CFR 60-1.4, 41 CFR 60-250.4, 41 CFR 60-741.5, 41 CFR 1-1.710, 48 CFR 52-219.8, 9 and 41 CFR 1-1.1310 are all incorporated herein by reference as if they were set out in full. Where used therein the terms “contractor” and “contract” shall mean "Seller” and "Purchase Order" respectively. Seller shall include this clause in every subcontract or Purchase Order unless exempted by the rules and regulations set forth in this paragraph.
26) INDEMNIFICATION – Seller shall fully defend, protect, indemnify and hold harmless Buyer, its employees, agents and assigns from and against each and every claim, demand or cause of action and any liability, costs or expenses (including attorney’s fees and all other costs incurred in the defense of Buyer), for damages or loss in connection therewith, which may be made or asserted by Seller, its employees, agents, subcontractors, assigns or any third parties, on account of personal/bodily injury, including wrongful death or property damages, breach of contract or any other action, caused by arising out of, or in any way incidental to, or in connection with, the performance of any work hereunder or the rendering of any services hereunder whether or not Buyer may have jointly caused or contributed to, by its own negligence or fault, any such claim, demand or cause of action, except such claim, demand or cause of action which results solely from the negligence or fault of Buyer.
The indemnification provided herein shall be extended to the benefit of any and all entities (partners, co-workers, or shareholders with EXPRESS SYSTEMS & PERIPHERALS) which hold an ownership interest, in any way, in the premises on or in which the work or services are being performed by Seller. The indemnification given these entities shall be equal to the indemnification given Buyer by Seller.
20) HAZARDOUS MATERIALS – Any materials or chemicals or other merchandise required by this Purchase Order that are deemed hazardous shall be packaged, marked, shipped, handled and unloaded by the Seller, its agents, employees or subcontractors, to comply with all present and future federal, state and local regulations and shall further comply with any special Company requirements which may be noted on the face of the Purchase Order.
21) INSURANCE – Seller may be requested to obtain and maintain certain limits and types of insurance in order to perform under this Purchase Order. Buyer shall inform Seller of these requirements in a separate document, which, if required, shall be made a part of this Purchase Order by reference. If the required insurance coverage is cancelled, Seller shall immediately notify Buyer and shall cease all work hereunder until further advised by Buyer or until the insurance coverage is reinstated.
22) SALES TAX - Buyers located in Arizona, California, Colorado, Georgia, Florida, Hawaii, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, New Jersey, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Virginia, Washington & Wisconsin are subject to State Sales & Use Tax in those states.
Orders shipping to Arizona, California, Colorado, Georgia, Florida, Hawaii, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, New Jersey, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Virginia, Washington & Wisconsin are subject to State Sales & Use Tax in those states.
Please note that sales tax rates are only estimated at this point. Our internal system will calculate the exact tax amount and it will be emailed to you on the final invoice.
Please Note: Due to the recent Supreme Court Ruling South Dakota v. Wayfair, recent Individual State Use Tax Notice & Report Laws, and Economic Nexus relating to Online orders; all NON-TAXED orders may still have a tax obligation to their Bill To and/or Ship To States. Customers should educate themselves on their own state tax requirements and reporting deadlines to determine if they will be responsible for paying taxes on orders that are not taxed at checkout.
Tax Use Notice & Report Laws by State:
Alabama:
E.S.P. Inc. is not required to, and does not, collect Alabama sales or use tax. Under Alabama law, purchases are not tax-exempt merely because they were made over the internet or because a seller is not required to collect Alabama Tax. Alabama law requires Alabama purchasers to review untaxed purchases and, if any tax is owed, file a Alabama use tax return and pay any tax due.
Arkansas:
Economic nexus legislation for remote sellers not yet enacted.
Connecticut
E.S.P. Inc. is not required to, and does not, collect Connecticut sales or use tax. Under Connecticut law, purchases are not tax-exempt merely because they were made over the internet or because a seller is not required to collect Connecticut Tax. Connecticut law requires Connecticut purchasers to review untaxed purchases and, if any tax is owed, file a Connecticut use tax return and pay any tax due.
District of Columbia (Legislation Pending):
E.S.P. Inc. is not required to, and does not, collect District of Columbia sales or use tax. Under District of Columbia law, purchases are not tax-exempt merely because they were made over the internet or because a seller is not required to collect District of Columbia Tax. District of Columbia law requires District of Columbia purchasers to review untaxed purchases and, if any tax is owed, file a District of Columbia use tax return and pay any tax due.
Idaho:
Economic nexus legislation for remote sellers not yet enacted. E.S.P. Inc. is not required to, and does not, collect Idaho sales or use tax. Under Idaho law, purchases are not tax-exempt merely because they were made over the internet or because a seller is not required to collect Idaho Tax. Idaho law requires Idaho purchasers to review untaxed purchases and, if any tax is owed, file a Idaho use tax return and pay any tax due.
North Dakota:
E.S.P. Inc. is not required to, and does not, collect North Dakota sales or use tax. Under North Dakota law, purchases are not tax-exempt merely because they were made over the internet or because a seller is not required to collect North Dakota Tax. North Dakota law requires North Dakota purchasers to review untaxed purchases and, if any tax is owed, file a North Dakota use tax return and pay any tax due.
If you are Tax Exempt, please E-mail sales@express-inc.com your Tax Exempt Certificate and we will credit your Invoice. If you have any questions please call (800) 222-0172 with any questions. We will send you an annual customer notification by January 31 of the following year that summarizes all of your purchases with us in the previous calendar year to help you file your North Dakota use tax return.