The Terms and Conditions of Sale ("Agreement") contained herein constitute the entire agreement between ERGLON Technologies, Ltd. ("ERGLON") and you ("Buyer"). ERGLON will not be bound by any terms of Buyer's order. No form of acceptance except ERGLON's written acknowledgment to Buyer, or ERGLON's commencement of performance shall constitute valid acceptance of Buyer's order. Any such acceptance is expressly conditioned on assent to the terms hereof and the exclusion of all other terms. Buyer shall be deemed to have assented to the terms hereof, whether or not previously received, upon accepting delivery of anything shipped by way of ERGLON. If tender of these terms is deemed an offer, acceptance is expressly limited to the terms hereof.
1.1 "Products" shall mean any products identified for sale on: (a) ERGLON's website(s); (b) any
of ERGLON's proposals or quotations; or (c) any of ERGLON's invoices.
2.1 Buyer shall purchase products by issuing offers as issued by an authorized
representative, indicating specific Products, quantity, price, total purchase price, shipping
addresses, tax exempt certifications, if applicable, and any other special
instructions. Any contingencies contained on such order are not binding upon ERGLON. ERGLON
will accept or reject orders according to its thencurrent
process. All orders are subject to
acceptance by ERGLON at its corporate headquarters.
2.2 Each offer made by a Buyer for Products offered becomes legally binding upon
acceptance by the Seller. Upon acceptance of any offer, Buyer agrees to submit a Purchase
Order for the offered Products. ERGLON will contact Buyer to finalize the purchase and arrange
the subsequent shipping of the Products.
3. SHIPPING AND DELIVERY
3.1 Shipping dates will be established by ERGLON upon receipt of orders from Buyer.
3.2 Shipping terms are FCA ERGLON designated shipping location. Risk of loss and title shall
pass from ERGLON to Buyer upon delivery to the carrier or Buyer's representative at the FCA
point. Delivery shall be deemed made upon transfer of possession to the carrier. Buyer shall
be responsible for all freight, handling, customs charges and insurance charges. Unless given
written instruction, ERGLON shall select the carrier. In no event shall ERGLON have any liability in
connection with shipment, nor shall the carrier be deemed to be an agent of ERGLON. ERGLON
shall not be liable for damage or penalty for delay in delivery or for failure to give notice of any
3.3 Buyer grants ERGLON a security interest in products purchased under this Agreement to
secure payment for those products purchased. If requested by ERGLON, Buyer agrees to
execute financing statements to perfect this security interest.
4. PRICES AND PAYMENT
4.1 Unless otherwise specified, prices for products are quoted in US dollars and are FCA
ERGLON designated shipping location.
4.2 All stated prices are exclusive of any taxes, fees, duties, or other amounts, however
designated, and including without limitation, value added and withholding taxes which are
levied or based upon such charges, or upon this Agreement. Any taxes or customs charges
related to products purchased or licensed pursuant to this Agreement shall be paid by Buyer,
or Buyer shall present an exemption certificate acceptable to the taxing authorities. Applicable
taxes shall be billed as a separate item on the invoice, to the extent possible.
4.3 All payments shall be made by a check acceptable to ERGLON, or by other payment
instrument to include PayPal, wire transfer, or other such payment instrument approved by
ERGLON. Unless agreed otherwise the payment must be made to ERGLON prior to delivery.
ERGLON may elect to extend terms on a preapproved
basis only. By acceptance of this
agreement, Buyer agrees that any payments made to ERGLON, via PayPal or by any other
payment vehicle, are subject to all of the terms and conditions contained herein. Unless
otherwise specified, all payments shall be made in U.S. currency. Any sum not paid by Buyer
when due shall bear interest until paid at a rate of 1.5% per month (18% per annum), or the
maximum rate permitted by law, whichever is less.
5. WARRANTY AND RETURNS
5.1 ERGLON warrants the form, fit, and function for a period of 90 days from the date of
purchase to perform in compliance with the manufacturer's published data sheet. Unless
otherwise stated, all orders placed with ERGLON are deemed noncancelable
except for instances as covered by ERGLON's warranty. All other warranties are
set forth in the product Manufacturer's Limited Warranty Statement applicable to and/or
delivered with the Products.
5.2 It is the responsibility of the buyer to thoroughly inspect and test all product received from
ERGLON immediately upon receipt and promptly notify ERGLON of problems. Products are
deemed accepted by Buyer unless ERGLON is notified in writing of any warranty claims within
90 days of receipt. Any claims for shortages or intransit
damage must be reported in writing
to ERGLON. within 10 days of receipt.
5.3 ERGLON DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED,
INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE
5.4 In no event shall ERGLON or its supplier's liability to Buyer, whether in contract, tort
(including negligence), or otherwise, exceed the price paid by Buyer under this Agreement.
The foregoing limitations shall apply even if the abovestated
warranty fails of its essential
5.5 IN NO EVENT WILL ERGLON OR ITS SUPPLIERS BE LIABLE FOR ANY LOST
REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL,
INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE
THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE
PRODUCT EVEN IF ERGLON OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
5.6 In all cases where a product is returned, Buyer shall call and obtain a Return Material
Authorization ("RMA") number from ERGLON. A customer has ten (10) business days from
notification of approval of the RMA request to arrange for and ship the product back to ERGLON.
If the product is not in transit by the end of the tenday
period, the RMA will typically be closed
and the customer notified that the RMA is no longer valid. All RMAs shall be for replacement
Products, or at ERGLON’s discretion, credit for future purchases.
5.7 For product returned, Buyer is responsible for: (a) proper packing of products, including
description of the failure; (b) insurance of all packages for replacement cost; (c) shipment
FCA ERGLON designated reception location; (d) return of products within five (5) days after
issuance of the RMA number, including restocking fees where applicable; (e) shipping costs
to ERGLON, and (f) compliance with ERGLON RMA procedure for all shipments, as follows: (i)
each request to ERGLON for an RMA number must specify the number, type, and serial number,
if applicable, for each product to be returned; ERGLON will provide the local RMA shipment
address upon request; and (ii) product sent back to ERGLON must agree exactly in the number,
type, and serial numbers, if associated with the RMA transaction. ERGLON, at its option, will
replace the returned product or issue a credit for future purchases at the original purchase
price of the product. Shipping costs will not be refunded.
6. INTELLECTUAL PROPERTY LIMITATION OF LIABILITY
6.1 ERGLON shall have no liability for any claim, suit or proceeding brought against Buyer based
on a claim that any Product supplied hereunder infringes any copyright, patent, or other
intellectual property right in the United States or any other country.
6.2 ERGLON has no liability for any claim based upon the combination, operation, or use of any
product supplied hereunder with equipment, devices, or software, or for any claim based upon
alteration or modification of any product supplied hereunder.
6.3 ERGLON SHALL BE HELD HARMLESS FOR TYPOGRAPHICAL ERRORS APPEARING
ON THE ERGLON WEBSITE TO INCLUDE PART NUMBERING, QUANTITY, OR PRICING
6.4 THE FOREGOING STATES THE ENTIRE OBLIGATION OF ERGLON WITH RESPECT TO
INFRINGEMENT OF PROPRIETARY RIGHTS AND ERGLON DISCLAIMS, ALL WARRANTIES
OF NONINFRINGEMENT WITH RESPECT TO THE PRODUCTS.
7. EXPORT RESTRICTIONS
7.1 Buyer shall obtain all licenses, permits, and approvals required by any government and
shall comply with all applicable laws, rules, policies, and procedures of the U.S. Government.
7.2 All shipments are sold under INCOTERMS, delivered duty unpaid (DDU). Buyer shall be
responsible for all VAT (Value Added Taxes), duties, custom charges, and associated import
8. CONFIDENTIAL INFORMATION
Buyer shall hold confidential and shall not use or permit others to use any confidential
information identified as such in writing or orally by ERGLON or information which Buyer knows
or has reason to know is confidential, proprietary, or trade secret information of ERGLON.
9. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING ELSE HEREIN, EXCEPT FOR CLAIMS OF PERSONAL
INJURY OR DEATH, ALL LIABILITY OF ERGLON AND ITS SUPPLIERS UNDER THIS
AGREEMENT OR OTHERWISE SHALL BE LIMITED TO MONEY PAID TO ERGLON UNDER
THIS AGREEMENT AND IN THE CASE OF DAMAGES RELATING TO ANY ALLEGEDLY
DEFECTIVE OR INFRINGING PRODUCT, SHALL, UNDER ANY LEGAL OR EQUITABLE
THEORY, BE FURTHER LIMITED TO THE PURCHASE PRICE PAID BY BUYER FOR
10. CONSEQUENTIAL DAMAGES WAIVER
IN NO EVENT SHALL ERGLON OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE,
INTERRUPTION OF BUSINESS, LOST PROFITS, OR LOST DATA, OR INDIRECT,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS
OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ERGLON OR ITS SUPPLIERS
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. GENERAL TERMS
11.1 The validity, interpretation, and performance of this Agreement shall be controlled by and
construed under the laws of the County of Maricopa, State of Arizona, United States of
America, as if performed wholly within the County of Maricopa, State of Arizona without giving
effect to the principles of conflict of law. Any legal actions by either party under this agreement
shall be taken in the court of Maricopa County, Arizona. The parties specifically disclaim the
UN Convention on Contracts for the International Sale of Goods.
11.2 ERGLON shall not be liable for any delay or failure in performance whatsoever due to acts
of God, earthquakes, shortage of supplies, transportation difficulties, labor disputes, riots, war,
fire, epidemics, and other occurrences beyond ERGLON's reasonable control.
11.3 No waiver of rights under this Agreement by either party shall constitute a subsequent
waiver of this or any other right under this Agreement.
11.4 Neither this Agreement nor any rights under this Agreement, other than monies due or to
become due, shall be assigned or otherwise transferred by Buyer (by operation of law or
otherwise) without the prior written consent of ERGLON. This Agreement shall bind and inure to
the benefit of the successors and permitted assigns of the parties.
11.5 In the event that any of the terms of this Agreement become or are declared to be illegal
by any court of competent jurisdiction, such terms shall be null and void and shall be deemed
deleted from this Agreement. All remaining terms of this Agreement shall remain in full force
11.6 In the event of a breach of this Agreement, the breaching party shall pay to the other
party any reasonable attorneys' fees and other costs and expenses incurred by the
nonbreaching party in connection with the enforcement of any provisions of this Agreement.
11.7 Neither party has the right or authority to, and shall not, assume or create any obligation
of any nature whatsoever on behalf of the other party or bind the other party in any respect
11.8 This Agreement, including the product warranty referenced herein, constitutes the entire
agreement between the parties hereto concerning the subject matter of this Agreement, and
there are no conditions, understandings, agreements, representations or warranties,
expressed or implied, which are not specified herein. This Agreement may only be modified
by a written document executed by authorized representatives of ERGLON and Buyer.
Copyright © 2012 - 2015 ERGLON Ltd.. All rights reserved. Terms & Conditions of Sale