Terms and Conditions of Sale
The following terms and conditions shall apply to all orders by buyer (“Buyer” or “you”) for goods and services purchased from Human Active Technology (individually the “Seller” or “Us”, and, together with Buyer, the “parties”). By accepting delivery, Buyer agrees to be bound by and accepts these terms and conditions. These terms and conditions supersede the terms and conditions of or attached to the Buyer’s purchase order or any similar document submitted by Buyer (a “Purchase Order”), meaning any provision of the Buyer’s Purchase Order or attachment thereto which conflicts with these terms and conditions shall be ineffective and these terms and conditions shall govern each Purchase Order unless the Seller shall subsequently agree otherwise in writing.
1. RESERVATION OF RIGHTS
Seller reserves the right to change at any time without notice these terms and conditions.
2. PAYMENT TERMS
a. CREDIT — Credit may be extended to Buyer at Seller’s sole discretion. Credit approval is required for all orders on open account. All products, parts and services sold to Buyer on open account are due ‘Net 30 Days’ from date of invoice, unless otherwise agreed to in writing at the time of sale. A service charge at the then-current prevailing rate is assessed on delinquent balances. Seller reserves the right to change this rate or the ‘Net 30 Days’ payment due date from time to time. Service charges will be assessed monthly. The current rate is 1.5% per month (18% annually) or the maximum rate allowed by law, whichever is less. Buyer is responsible for cancellation costs and attorney’s fees associated with collection of monies owed to Seller by Buyer. Buyer shall notify Seller in writing of errors contained in invoices within 30 days of issuance. Invoices are deemed correct 30 days following issuance. Credit accounts past due will be placed on hold— pending orders will not be shipped and work-in-process for pending orders will be stopped until account is made current by Buyer.
b. DEPOSIT FOR LARGE ORDERS — For orders from new customers of $20,000 or more, standard terms are: 1/2 deposit with the Purchase Order and 1/2 payment prior to shipment. For orders from established customers of $50,000 or more, standard terms are: 1/2 deposit with the Purchase Order and 1/2 payment Net 30 Days.
All prices quoted and monies due are in U.S. dollars. For non-U.S. customers, payment may be made by certified check, wire transfer or VISA, MasterCard or American Express.
4. DELIVERY & FREIGHT
a. U.S. SHIPMENTS — Unless otherwise negotiated, standard freight terms for order shipments within the 48 contiguous states of the United States are prepay and add to final invoice. Seller reserves the right to reasonably charge the buyer for all non-standard delivery requirements which may include but are not limited to:
- Consolidation and delivery on the same truck
- Expedited or air freight
- Special shipping or packaging methods
- Delivery outside of normal hours
- Inside delivery
- Redelivery, notification, etc.
- Improper refusal of product
- Detention charges
- Street unloads
- Redirection of product
- Storage past acknowledged ship date
i. Title passes to Buyer at the dock of the shipping origin. Choice of carrier is at Seller’s discretion, unless specified by Buyer’s Purchase Order. Freight charges are added to Buyer’s invoice unless Buyer’s Purchase Order specifies carrier routing, notes “freight collect,” and includes applicable carrier account numbers and/or billing information.
ii. For Alaska – freight is prepaid to Port of Seattle, Washington. For Hawaii, freight is prepaid to Port of Oakland, California.
iii. Customer arranged pick up (will-call) is available with timely and reasonable coordination. Once confirmed, Buyer will have three (3) business days from notification to pick up the order. If the order is not picked up within this time frame, storage charges may apply.
iv. All requests for carrier-guaranteed delivery times shall be considered and will include an additional fee, if accepted. This additional fee will be the maximum liability to the Seller. If the carrier misses the guaranteed delivery time, a refund will be issued to customer.
b. NON-U.S. SHIPMENTS — Unless otherwise negotiated and accepted by the Seller in writing, shipments outside of the U.S. are shipped Freight On Board (FOB) Origin or Shipping Origin. Title passes to Buyer at the dock of Shipping Origin regardless of method of shipment. Transportation costs will be added to invoice unless Buyer’s Purchase Order specifies carrier routing, notes “freight collect” and includes applicable carrier account numbers and/or billing information. Unless otherwise negotiated, Buyer is responsible for arranging customs clearance and for filing and paying all applicable duties and taxes outside of the United States.
c. DAMAGE — Seller is not responsible for damage that occurred in transit or during storage. Before accepting a shipment from the carrier, Buyer (and/or its designated receiver) is to carefully review the packing list and inspect the quantity and condition of the items. For any external damage, Buyer should document all damage on the Bill of Lading and request a carrier inspection of the product.
d. CONCEALED DAMAGE — Buyer must report concealed damage to the carrier and Seller, in writing, within 48 hours of receipt. In the event of damage, Buyer shall accept the order and contact Seller for issue resolution. Seller agrees to take all reasonable measures to assist Buyer in resolving claims for loss or damage.
e. EARLY SHIPMENTS — Estimated ship dates are sent with order acknowledgements. Seller may ship up to 5 days early, unless requested otherwise on Buyer’s Purchase Order.
f. REPACKING CHARGES — Any Buyer requests to change shipment methods or destinations stated on Purchase Order, or any requests from Buyer for special packaging not stated on Purchase Order may result in repacking charges if requests require Seller to repack order.
5. TAXES AND DUTIES
Buyer shall be responsible for all taxes and duties which result from the transfer of title, sale or delivery of the goods and services purchased hereunder. Taxes may not be applied if a valid and correct tax exemption certificate is furnished to Seller prior to shipment.
Purchase Orders may not be changed or canceled, in whole or in part, without prior written consent of Seller. Changes or revisions must be clearly indicated on the new Purchase Order and may affect delivery dates. Expenses incurred because of changes will be charged to the Buyer as customer. In the event of cancellations, the customer will be liable for reasonable cancellation charges established by Seller. Charges may be incurred by Buyer for the entire amount of the order. Orders for customized products, custom finishes or applying Customer’s Own Material (COM) may not be canceled. All such custom orders are final and non-refundable.
7. RETURNS AND CLAIM POLICY
a. RESPONSIBILITY. It is Buyer’s responsibility to examine goods upon receipt and to notify Seller with any concerns. Any claims against Seller for apparent defects, errors or shortages must be made by the Buyer within 48 hours after any receipt date. Failure by the Buyer to make any claim against Seller within 48 hours shall constitute acceptance of the goods and waive any apparent defects, errors or shortages.
b. DEFECTIVE ITEMS — Defective items may be returned within limits of the Warranty.
c. CUSTOM-CONFIGURED ITEMS — Non-defective Custom-configured Items are not returnable.
d. RETURNS — Authorized merchandise returns must be approved prior to the arrival of any goods at our dock. Unauthorized returns will not be accepted by Seller. All returns must be labeled with a valid Return Authorization (R/A) number on the outside of packaging. Shipments without R/A numbers will be rejected. R/A numbers may be obtained by calling Seller. Products must be returned to Seller within 30 days of receipt. Returns are subject to up to a 25% restocking fee plus return freight charges. Product must be returned in original cartons in “as new” condition.
8. BLANKET ORDERS
Blanket Orders include any order by Buyer to be received in multiple shipments (“releases”).
- Buyer must accept all releases within 6 months of Purchase Order receipt, unless agreed by Seller otherwise in writing. Units not requested to be shipped by Buyer within 6 months of Purchase Order receipt will be shipped and invoiced to Buyer immediately following the 6 month deadline. Cancellation and order change fees apply as specified in sections 6a and 6b.
Seller warrants that its products will be free from defects in material and workmanship when the title passes to the Buyer. Seller will repair (only pre-approved labor and service costs are covered under this warranty) or replace (or issue a pro-rated credit if a similar product is no longer available) at its discretion any defective product without charge (shipping charges excluded).
Seller may require proof of purchase before performing any repairs or replacing any products during the warranty period. Except as specifically set forth above, Seller makes no warranties, express or implied, and specifically disclaims any warranty of merchantability or fitness for a particular purpose. Repair or replacement of the product ordered from Seller shall be Buyer’s exclusive remedy. Seller will not be responsible for incidental or consequential damages.
THIS WARRANTY DOES NOT APPLY TO:
- Damage caused by a carrier.
- Buyer’s labor charges.
- Normal use, wear and tear.*
- Defects caused by failure to follow instructions related to the product’s installation or intended use.
- Products subjected to improper use and conditions.
- User modification of, or attachments to the product, including application of your own materials (i.e., COM) or a third party’s materials.
- Damage resulting from misuse, negligence, accident or alteration.
*Normal use consists of a 5 day, 40 hour work week.
This warranty shall be effective for the applicable time period starting from date of purchase as shown on your original receipt or other proof of purchase. The warranty covers the original purchaser of the product.
Individual product warranty time periods can be found on the Seller’s websites.
Seller does not take responsibility for Buyer’s installation of Seller’s products. Buyer must supply own installation or acquire installation services from a third party.
11. ONLINE AUCTIONS
Buyer agrees that product purchased from Seller will not be sold at online auction for less than Seller’s suggested retail price, unless clearly marked as “Used” in both auction subject line and descriptive text. Buyer is obligated to inform prospective bidders that Seller’s warranties are voided by sale at online auction and product purchased at online auction may not for any reason be returned to Seller for repair, credit or exchange. Seller reserves the right to refuse to sell to any Buyer discovered to be in violation of these terms and conditions.
Subject to Section 11, on any resale of purchased items the Buyer will contractually limit its buyer’s rights and remedies against both Buyer and Seller to the same extent as Buyer’s rights and remedies covered in Warranty and Returns and Claim Policy above.
13. PERMITS & COMPLIANCE
Seller is not responsible for obtaining any permits, inspections or licenses required for installation or operation of the goods or services. Seller makes no promise or representation that the goods or services will conform to any federal, state, local, foreign or other laws, ordinances, regulations, codes or standards.
14. LIMITED LIABILITY
The entire liability of Seller to Buyer for any cause whatsoever, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the direct damages proven or an amount equal to the purchase price of the products or services, whichever is less. In no event shall Seller be liable for any indirect, special reliance, incidental or consequential damages (including lost profits or savings) sustained or incurred in connection with the product. This paragraph shall survive failure of any exclusive remedy.
Any failure on Seller’s part to insist upon the strict performance of any term or condition set forth herein shall not be deemed a waiver of any of Seller’s rights or remedies hereunder, nor of its right to insist upon the strict performance of the same or of any other term of this document in the future. No waiver of any condition of this document shall be valid unless in writing and signed by an authorized representative of Seller.
16. PREVAILING LAW
The parties hereto hereby agree that these terms and conditions (and all Purchase Orders) shall be governed by and construed in accordance with, for all purposes, the laws of the Commonwealth of Pennsylvania, without reference to its rules concerning conflicts of laws, and further agree that the Pennsylvania State courts or the federal court for the Eastern District of Pennsylvania shall have exclusive jurisdiction to hear and determine any suit instituted under these terms and conditions (and all Purchase Orders). Each party expressly submits in advance to such jurisdiction in any action or proceeding commenced by the other, and agrees that service of such summons and complaint, or other process or papers, may be made in accordance with the physical Notice provisions hereof concerning certified mail, return receipt requested.
The parties may give notice to each other by certified mail, return receipt requested or overnight courier, according to the addresses set forth in the Purchase Order. Ordinary course email notice may be given concerning details of or changes to any given Purchase Order, provided the sender has received electronic confirmation of delivery.