Acceptance of orders by iCONN Systems LLC ("iCONN") from Buyer is conditioned upon Buyer’s consent and agreement to the terms and conditions of sale set forth below. Buyer’s acceptance and use of shipped goods will be conclusively deemed consent and agreement to these terms and conditions. These terms and conditions shall apply to all purchase orders sent by Buyer to iCONN. iCONN may change these terms and conditions upon written notice to Buyer, which changes shall apply to orders sent by Buyer after Buyer’s receipt of such notice. These terms and conditions shall prevail, notwithstanding any variance with the terms and conditions of any order or other instrument by Buyer to iCONN.
Once iCONN accepts Buyer’s order, a binding contract is created to purchase and sell the goods identified on Buyer’s order on the terms and conditions indicated below. Acceptance of any purchase order is subject to credit rating approval of Buyer by iCONN.
All prices quoted by iCONN are valid for thirty (30) days from the date of the quotation. All prices quoted are exclusive of applicable sales, use and other taxes relating to the sale, purchase or delivery of the goods, and any such taxes shall be paid by Buyer. Product prices are subject to change without notice. Typographical and other errors in stated prices are subject to correction.
Delivery times are quoted after receipt of a clear order at iCONN Headquarters. Delivery times are tentative. iCONN will not be responsible for delays or non-performance directly or indirectly caused by government regulations, or requirements, acts of God, unavailability of energy and/or materials or supplies, work stoppages, slow downs, boycotts, and other causes (whether or not similar in nature to any of these hereinbefore specified) beyond iCONN’s reasonable control.
Subject to approved credit and to established credit limits, the purchase price is due and payable 30 days after the date of shipment. Finance charges are imposed on all past due invoices at the lesser of (i) a periodic rate of 1-1/2% per month (an annual percentage rate of 18%), or (ii) a rate per month equal to 1-12th of the maximum annual percentage allowed under applicable state laws. If partial shipments are requested or allowed, iCONN must receive payments within the allowed terms for any partial shipments received. The terms of payment may be changed or credit withdrawn any time iCONN deems necessary. iCONN may require full or partial payment in advance. Non-sufficient funds checks received by iCONN from Buyer are subject to a $50.00 service charge. If buyer fails to make payments when due, iCONN may recover all incidental and consequential damages caused by Buyer’s breach, including all fees paid to collection agencies and attorneys’ fees and costs, without prior notice of same.
The methods of shipment packaging shall be in accordance with iCONN’s standard procedures. Unless otherwise agreed to in writing, all transportation and shipping charges shall be invoiced to and paid by Buyer. Risk of loss or damage shall pass to Buyer upon delivery of the goods to the common carrier for shipment.
iCONN retains and Buyer hereby grants to iCONN a security interest in shipped goods until the full purchase price has been paid. Buyer’s failure to pay any amount when due shall give iCONN the right to possession and removal of the goods at any time upon giving at least ten (10) days prior notice. iCONN’s taking of possession shall be without prejudice to any other rights or remedies iCONN may have. Upon request, Buyer agrees to execute financing statements or other documents reasonably required by iCONN to protect and perfect iCONN’s security interest in the shipped goods.
Buyer shall inspect all shipments of goods upon arrival and shall notify iCONN in writing of any over shipments, shortages or other failures to conform to the contract, which are reasonably discoverable upon arrival. Such notice must be sent within five (5) business days of arrival. Buyer shall further notify iCONN in writing of any other failure to conform to the contract within five (5) business days after the failure is discovered or becomes reasonably discoverable, or prior to using the goods, whichever occurs first. Packing slips, inspection reports and other documents necessary to support Buyer’s claims, shall accompany all notifications. All shortages or other failures to conform not timely reported to iCONN as required by this section will be deemed forever waived by Buyer.
iCONN warrants the products manufactured by it to be free from material defects in materials and workmanship for a period of one year after delivery to the buyer by iCONN or an authorized iCONN distributor, as the case may be. During the warranty period, any product found by iCONN, in its sole judgment, to be defective, will be repaired or replaced, at the option of iCONN, without charge to buyer except for the cost of freight and mailing. iCONN disclaims liability for any incidental or consequential damages what so-ever. The foregoing express warranty constitutes the sole and exclusive remedy of buyer and the limit of iCONN’s liability. This warranty is given in lieu of any and all other warranties and any warranties of merchantability and fitness for particular purpose are specifically disclaimed.
iCONN’s liability for goods covered hereby shall be limited as herein provided. In no event will iCONN be liable for incidental, indirect or consequential damages of any kind.
Either iCONN or Buyer may terminate a purchase contract if the other fails to perform its obligations in a commercially reasonable manner. Additionally, if either party petitions for relief under state or federal bankruptcy laws, or if any involuntary petition thereunder should be filed against it and the same be not dismissed within sixty (60) days, or if it is adjudicated bankrupt, or if a receiver is appointed for its business, or if such party makes an assignment for the benefit of its creditors, or if it defaults in payment of any sum due to the other party, then the other party may, without further notice, immediately terminate any contracts between the parties and enter upon the premises of the defaulting party to repossess and remove any products which have not been paid for in full. Obligations to pay all charges previously accrued shall survive any termination of the contracts between iCONN and Buyer. In addition, any termination of contracts or taking of possession shall be without prejudice to any other rights or remedies including, without limitation, all remedies with respect to the unperformed balance of any outstanding contracts between iCONN and Buyer.
Buyer shall provide notice to iCONN in writing of the name and address of any third party to whom any goods purchased hereunder are transferred promptly after the transfer of goods to the third party.
Failure by either party to enforce any of its rights shall not be construed to be a waiver of such party’s rights or ability thereafter to enforce any of such party’s rights under these terms and conditions.
If any one or more of the above provisions shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions shall be unimpaired and will continue in full force and effect, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable, comes closest to the intention of the parties.
Headings are for the purpose of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof.
12.4 ENTIRE AGREEMENT.
These terms and conditions constitute the entire agreement between the parties with respect to the subject matter hereof as of the date hereof and supersede all previous understandings, representations, proposals, and discussions, whether oral or written, between the parties concerning the subject matter hereof.
12.5 GOVERNING LAW AND ENFORCEMENT.
These terms and conditions shall be interpreted and enforced pursuant to the laws of the State of Illinois.
12.6 FORCE MAJEURE.
Neither party shall be liable for damages for any delay or failure to perform resulting from any cause beyond the reasonable control of the respective parties, including labor strikes, fire or acts of God.
Buyer may not assign any contract between iCONN and Buyer without the prior written consent of iCONN.
12.8 PAYMENT OF UNDISPUTED INVOICES.
Buyer shall pay all invoices rendered by iCONN covering products not in dispute regardless of disputes relating to other invoices or other delivered or undelivered products. As to any disputed invoices, Buyer waives the right to assert offsets.
12.9 SURVIVAL OF OBLIGATIONS.
All of the obligations, terms and conditions contained herein shall survive termination of the purchase contract.
12.10 PROPRIETARY INFORMATION.
The Buyer shall keep confidential all proprietary information furnished or disclosed by iCONN, including without limitation, drawings, certifications, agency approvals, agreements, pricing, terms or customers. Buyer shall not use or disclose such confidential proprietary information for any purpose except as necessary for the maintenance, repair or operation of the goods, without the prior written consent of iCONN.