Last Update: 10/16/2018
Terms and Conditions and Disclaimers
These Terms and Conditions (“Agreement”) is a legal agreement between you and ITMars, Inc. (hereinafter referred to as “ITMars” or “Seller”). By using this website (www.ITMars.com), requesting a quotation from ITMars (“RFQ”), or otherwise submitting a purchase order to ITMars (“PO”), you become a customer (“Customer” or “Buyer”) and you agree to be bound by all of the terms (the “Terms”) set forth in this Agreement.
- Products. Seller will provide the products as agreed upon by the Parties (the “Products”) to the Customer, through Seller’s normal distribution channels.
- Quotations. All quotations provided by ITMars are only valid the same business day, and expire upon the upon close of business the day that they are provided.
- Orders; Terms and Conditions of Sale.
- Customer shall order Products in accordance with the terms and conditions of this Agreement. POs for the purchase of Products must be submitted to Seller by a representative of Customer by ordering online, by phone, by fax, or by email. Each Purchase Order shall specify (i) the quantity of Products being ordered, (ii) Product prices, (iii) payment terms granted by Seller, and (iv) a requested receipt date. Requested receipt dates must be during the term of the Agreement, except, in its sole discretion, Seller may elect to accept a Purchase Order with a requested receipt date after the expiration or termination of this Agreement, in which case the terms and conditions of this Agreement shall apply to such shipment, but under no circumstances should such shipment be deemed or construed as being a renewal or extension of this Agreement.
- All PO shall be subject to written acceptance by an authorized representative of Seller. Any automatic or computer-generated response to a Purchase Order by Seller’s system or otherwise shall not be deemed acceptance of a Purchase Order. Seller reserves the unconditional right to reject any Purchase Order, in whole or in part. The Parties agree that the terms of this Agreement shall prevail over any conflicting terms and conditions in any Purchase Order, acknowledgement form, or other instrument. Any additional or different terms or conditions in any Purchase Order, acknowledgement form, or other instrument or response from Customer shall be deemed objected to by Seller without need of any further or additional notice of objection, and such additional or different term shall be of no effect or in any way binding upon Seller. Seller assumes no liability for any delay in filling or shipping any Purchase Orders.
- Seller’s standard terms and conditions of sale as of the date of this Agreement are defined herein (and which may be supplemented by Seller’s invoice or supplemental sales contract), which shall govern all sales made under this Agreement, notwithstanding any contrary language that may be included in any Purchase Order. Seller shall have the right to change its standard terms and conditions of sale at any time.
4. Prices. Prices and payment terms shall be determined by Seller from time to time. Seller shall have the right to change its price of any Products or the terms of payment for an order at any time prior to shipment, but in the event Seller shall increase the price of any Products covered by a Purchase Order that has been submitted by Customer, Customer shall have the right to cancel such order to the extent it covers such Products (unless Seller is willing, in its sole discretion, to ship such Products at the price and terms provided for in the accepted Purchase Order). Prices do not include, and Seller shall not be responsible for, the cost of freight, insurance, or any required federal, state or local sales or other taxes, duties, export or custom charges, VAT charges, brokerage or other fees.
5. Invoices and Payment. Seller shall send Customer invoices via mail, email or facsimile for each shipment. Terms are cash in advance of shipment, unless Seller has elected to provide Customer a line of credit, in which event invoices shall be due and payable by the due date indicated on the Seller’s invoice. For clarity, “due and payable” means Seller’s receipt of payment (and not the mailing of payment). Payments due hereunder must be made, at Seller’s sole discretion and option, by wire transfer or certified check. Customer shall have no right of set-off or withholding, and no deduction of amounts due from Customer to Seller shall be made without Seller’s prior, express written approval. Any amounts not paid by Customer when due to Seller shall be subject to interest charges from the date due until paid, at the rate of one-and-one-half percent (1.5%) per month, or the highest interest rate allowable by law (whichever is less), payable monthly. If any amounts due to Seller from Customer, for any reason, become past due, Seller may at its option and without further notice withhold further shipment of Products until all invoices have been paid in full. Customer further agrees that a non-refundable 3.5% handling fee applies to all pre-pay orders, except for those paid direct via ACH/Teller Deposit. Seller reserves the right, in its sole discretion, to waive interest and/or handling charges if circumstances warrant.
6. Buyer’s Right to Cancel. Buyer may cancel any non-back order PO prior to shipment, except when a written agreement exists between Buyer and Seller. Back order POs may not be canceled once confirmed by Seller.
7. Transfer of Title. All sales are Freight on Board (FOB), at Seller’s shipment origin. Seller’s point of origin shall generally mean Seller’s warehouse unless an alternate origin point is designated by Seller in its sole discretion. Buyer assumes all risk of damage in transit, and as such, Seller strongly recommends that Buyer select a shipment option for insured shipment.
8. Seller’s Right to Delay, Cancel or Allocate. Notwithstanding Seller’s obligations in this Agreement, Seller reserves the right to refuse, cancel or delay any shipment to Customer when Customer is delinquent in payments or when Customer has failed to perform any of its obligations under this Agreement. Should any Purchase Order for Products exceed Seller’s available inventory, Seller shall in its sole discretion determine how to allocate its available inventory without liability to Customer on account of the method of allocation determined or its implementation.
9. Shipments and Transportation Costs. Orders placed prior to 2:30 p.m. PST will ship same day unless otherwise stated. All orders received at 2:30 p.m. PST or after will ship the following business day. The prices for the Products exclude all transportation costs, including, but not limited to, freight, insurance and special handling and packaging. Buyer shall be responsible for these costs.
10. Shipment Acceptance and Timing. Delivery shall be deemed completed and accepted upon either (a) pickup of Products from Seller’s warehouse or (b) upon confirmation of delivery by the applicable delivery service. Seller assumes no responsibility for any loss arising from or related to third party shipping services and/or handling by U.S. Customs. Further, Seller is not responsible for carrier delays in shipping, including but not limited to, government restrictions (including the denial or cancellation of any export), insurrections, strikes, lockouts, acts of God, or any other cause outside the reasonable control of ITMars. Seller does not guarantee shipping times, irrespective of carrier claims. No credit for shipping will be issued for late delivery.
11. Buyer’s Obligation to Inspect Shipments. It is Buyer’s responsibility to examine all shipments and notify Seller of any Dead-on-Arrival (“DOA”) or other Product damage within seven (7) business days of receipt of shipment. Except as provided for in Sections 11 through 13 (below), Buyer agrees that in absence of notice to Seller within seven (7) business days, Buyer shall have waived any and all claims, irrespective of Buyer policies. Buyer shall reject any shipment that evidences damage (whether on packaging or otherwise) or where the quantity of packages does not match with the packing slip.
12. Manufacturer Warranty Claims. Each Product Manufacturer has a different policy regarding their products. Some manufacturers provide a limited warranty, while others may or may not honor warranties unless Products are purchase through their (higher-priced) “authorized” distribution channels. While Seller makes efforts to ensure that information provided on this website is accurate, no guarantees are expressly or impliedly provided. Buyer acknowledges that the following manufacturer policies apply (last updated October 2018):
- The following manufacturers (brands) do not honor warranties for Products when purchased from Seller: Belkin, Jabra, Linksys, and Zebra.
- Cisco Systems offers a 90-day warranty for DOA products, and in some circumstances may offer a 90 days SMARTnet eligibility warranty. Special procedures apply to obtain a replacement.
- Fortinet offers a 90-Day DOA warranty on all hardware, which may be extended up to one (1) year upon registration with Fortinet. Fortinet’s software licenses are subject to Fortinet’s Service Terms & Conditions. Fortinet offers a six-month grace period on lapsed coverage. If coverage has lapsed for more than six-months, Fortinet imposes a license fee for the applicable lapsed period.
- Logitech offers a 90-day warranty for DOA products.
- Ruckus offers a 90-day warranty for DOA products.
- For any other brand not specifically identified above: all other brands are known to offer at least a 90-day warranty for DOA products or similar limited warranty, which may or may not be the same as published on their websites.
- Buyer acknowledges that all manufacturers warranties and practices are subject to change without notice. Should you have any specific questions, please contact Seller.
13. Seller’s Limited DOA Replacement Guarantee. For all manufacturers (brands) do not honor warranties (as specifically identified in section 12(a)), Seller offers a DOA Replacement Guarantee as follows: For a period of one (1) year following the date of sale, Seller will repair or replace, at Seller’s sole discretion, any product that is reported and confirmed DOA. If a replacement or repair is not possible, ITMars will refund the purchase price paid for any affected product(s). To be eligible for coverage, affected Product(s) must be returned with the original packaging and be accompanied by a valid proof of purchase. Warranty coverage is limited to the original purchaser of the equipment. The replacement guarantee excludes all Products that Seller, in its sole discretion, deems (a) has come into contact with any liquid; (b) been subjected to improper use or storage, or neglect; (c) has visual physical damage, including but not limited to scratches, dents, or breaks to any component of the device; (d) been exposure to extreme heat, humidity, or irregular environmental conditions; (e) repaired by any 3rd party; (f) evidences battery faults or errors for a period exceeding ninety (90) days; or (g) any other circumstance that Seller deems improper. In no event shall Seller be held liable for return or replacement shipping applying to RMAs that are: shipped internationally by the Customer/recipient, qualified for RMA under the “Covered Serial” criterion and contain units located internationally, qualified for RMA under the “Money Back Guarantee” criterion.
14. Return Limitations. Any Product damaged by Buyer is NOT returnable. Any product that is SMARTnet service covered in buyer’s local region is nonreturnable. Returned products shall be sent back in the original boxes and packaging including all documents and accessories. ITMars will impose a minimum fee of 15% of the value of the product if an item is returned without the necessary packaging and accessories. No replacement or refund can be claimed after 30 calendar days from date of receipt of shipment except DOA or SMARTnet covered in China region products within 90 days of receipt of shipment. All non-free returns are subject to a minimum 15% restocking fee. ITMars will accept returns of new in box products within 30 days of receipt of shipment with a corresponding minimum 15% restocking fee. Purchase Orders for Back Order products cannot be cancelled at any point after the order has been placed and confirmed. 30% of the value of Purchase Order amount will be charged as a deposit and full payment shall be required prior to shipment. Back Order products are not eligible for RMA, regardless of circumstance.
15. Limitations of Liability and Indemnification. Buyer agrees that Seller (including its and their officers, employees, and agents) will be held harmless from any claims of consequential damages, indirect damages, special damages, exemplary damages, punitive damages or specific performance arising out of any claims of breach of this Agreement. This exclusion shall extend to claims of loss of business or profits, downtime or delay, repair or material costs or any similar or dissimilar consequential loss or damage incurred by Buyer. Where liability is accepted, it is limited (except as provided by law) to the payment of the cost of having product re-supplied. Further, in no event shall Seller be liable for any claims of loss due to: (a) Lower invoices requested by the buyer; (b) losses resulting from shipment and/or U.S. Customs; (c) untimely DOA claims; any “out-region” issues or any joint loss; or (d) complaints Buyer’s customer. Unless specifically excluded, Buyer indemnify and agree to defend and hold Seller (including its officers, employees, and agents) harmless, for any losses, costs, liabilities and expenses (including but not limited to court costs, legal fees, awards or settlements) relating to or arising out of performance or non-performance of this Agreement, including any breach by you of the Terms contained in this Agreement.
16. General Terms.
- Assignment. Neither this Agreement, nor any right or interest herein, may be assigned, in whole or in part, without the express written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Seller may assign this Agreement to any affiliated company without Customer’s consent, or if the assignment is carried out as part of a merger, restructuring, reorganization, or sale or transfer of all or substantially all of Seller’s assets. Any assignment without such consent shall be null and void. This Agreement shall be binding upon and inure to the benefit of the Parties hereto, their successors and legal representatives. There are no third party beneficiaries to this Agreement.
- Conflicting Terms. Unless expressly agreed to by Seller prior to shipment, these Terms shall control and govern all sales between Buyer and Seller. Buyer agrees that these terms shall supersede all other agreements made prior and serve as a waiver from buyer of all claims with respect thereto.
- Force Majeure. Neither Party shall liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, or acts of God, in which event the non-performing Party shall be excused from its obligations for the period of the delay and for a reasonable time thereafter. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event.
- Disputes. Any dispute, controversy or claim arising out of or related in any manner to this Agreement or any services performed hereunder which cannot be amicably resolved by the Parties shall be solely and finally settled by arbitration administered by JAMS in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place before a single arbitrator sitting in Los Angeles, California. The language of the arbitration shall be English. The arbitrators will be bound to adjudicate all disputes in accordance with the laws of the State of California. The decision of the arbitrators shall be in writing with written findings of fact and shall be final and binding on the Parties. The arbitrator shall be empowered to award money damages, but shall not be empowered to award consequential damages, indirect damages, special damages, exemplary damages, punitive damages or specific performance. Each Party shall bear its own costs relating to the arbitration proceedings irrespective of its outcome. This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to this Agreement.
- Attorney’s Fees. If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from the other Party.
- Severability. If any provision is found to be invalid, the remaining provisions will be in full force and effect.
- Waiver. The failure of Seller to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of this Agreement by Seller must be in writing and signed by an authorized representative of Seller.
- Entire Agreement; Modification; Waiver. This Agreement is the entire agreement between the Parties with respect to the subject matter and supersedes any prior agreement or communications between the Parties hereto, whether written or oral. This Agreement may be modified only by a written amendment signed by authorized representatives of both Parties. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any clause of this Agreement shall not be construed as a waiver or modification of such clause, or impairment of its right to enforce such clause thereafter.