EVO SYSTEMS LLC (“EVO”) TERMS AND CONDITIONS OF SALE
Customer shall be bound by these Terms and Conditions of Sale with respect to all products listed in the invoice to which these Terms and Conditions of Sale are attached (the “Products”). ANY ATTEMPTED ACKNOWLEDGEMENT OF THESE TERMS AND CONDITIONS OF SALE CONTAINING TERMS AND CONDITIONS INCONSISTENT WITH OR IN ADDITION TO THE TERMS AND CONDITIONS HEREIN IS NOT BINDING UPON EVO UNLESS SPECIFICALLY ACCEPTED BY EVO IN WRITING, AND EVO HEREBY OBJECTS THERETO.
1. INSPECTION: Customer shall inspect Products immediately upon delivery. All non-concealed freight damages must be documented on shipping carrier’s delivery receipt. All freight claim’s must be submitted to EVO Systems LLC within two (2) business days of Product receipt with quantity of damaged and/or missing items sup-ported by photographic documentation. Unless Customer notifies EVO within such two (2) business day period that the Products are physically damaged or do not conform to Customer’s order in quantity or SKU number, the Products will be deemed to have been accepted by Customer.
2. RETURNS: No returns allowed without written approval from EVO. All customer-initiated returns for reasons other than damages of misshipment acknowledged by EVO are subject to a 25% restocking fee.
3. INFORMATION: Customer shall keep confidential any technical, process or economic information derived from specifications and other data furnished by EVO in connection with the Products and shall not disclose, directly or indirectly, such information for the benefit of any other party without obtaining EVO’s prior written consent. If any reproduction of such information is made, notice referring to the requirements of the foregoing sentence shall be provided thereon. Customer or other end user of the Product agrees that it will not reverse engineer any Product or process sold by EVO or infringe upon EVO’s or its suppliers’ Trademarks, Intellectual Property or Patent rights.
4. PAYMENT: Payment of the amount set forth on the invoice to which these Terms and Conditions of Sale are attached is due and payable within thirty (30) days after the date of the applicable invoice. EVO, at its sole discretion, may charge interest at the rate of one and one-half percent (1-1/2%) per month for failure to make any payment in a timely manner. Should EVO be required to begin an action against Customer to collect any payments due, Customer shall reimburse EVO for all costs of collection, including reasonable fees of attorneys and other professionals.
5. WARRANTY DISCLAIMER: Customer acknowledges that EVO resells products manufactured and supplied by third-party suppliers. Warranties for the Products, if any, are given by the third-party suppliers rather than by EVO. EVO PROVIDES THE PRODUCTS “AS-IS,” AND EVO HEREBY DISCLAIMS ALL WARRANTIES FOR THE PRODUCTS, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE PRODUCTS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND ANY WARRANTIES THAT WOULD OTHERWISE ARISE OUT OF COURSE OF DEALING OR COURSE OF PERFORMANCE. Customer shall disclaim the implied warranty of merchantability in connection with all resales of the Products to third parties.
6. LIMITATION OF LIABILITY: IN NO EVENT SHALL EVO BE LIABLE TO CUSTOMER FOR (a) ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS, WHETHER BASED UPON BREACH OF CONTRACT OR TORT, INCLUDING NEGLIGENCE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (b) ANY DAMAGES OF ANY KIND OR NATURE ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS, WHETHER BASED UPON BREACH OF CONTRACT OR TORT, INCLUDING NEGLIGENCE, IN EXCESS OF THE TOTAL AMOUNT PAID TO EVO BY CUSTOMER FOR THE PRODUCTS.
7. MODIFICATION: These Terms and Conditions of Sale can be modified or rescinded only by a written agreement signed by EVO and Customer.
8. WAIVER: No claim or right arising out of a breach of these Terms and Conditions of Sale can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is in writing signed by EVO and Customer. The failure of EVO or Customer to enforce at any time or for any period of time any of the provisions hereof shall not be construed to be a waiver of such provisions or of the right of such party thereafter to enforce each and every such provision.
9. GOVERNING LAW; JURISDICTION AND VENUE: These Terms and Conditions of Sale shall be interpreted, governed and enforced in accordance with the laws of the State Connecticut. The state and federal courts in Connecticut shall have exclusive jurisdiction to adjudicate any disputes between EVO and Customer, whether concerning breach of contract or tort, and Customer consents to jurisdiction and venue in the state and federal courts in Connecticut.
10. ENTIRE AGREEMENT: These Terms and Conditions of Sale are intended as a final expression, and a complete and exclusive statement, of the terms of the agreement between EVO and Customer with respect to the purchase and sale of the Products. No course of prior dealings between the parties and no usage of the trade shall be relevant to determine the meaning of these Terms and Conditions of Sale.