Contract & Acceptance: Sales by Insight Partners are subject to the following terms and conditions. NO TERMS OR CONDITIONS APPEARING IN CUSTOMERS PURCHASE ORDERS THAT ARE CONTRARY TO THE FOLLOWING TERMS AND CONDITIONS SHALL BE BINDING ON INSIGNT PARTNERS UNLESS SPECIFICALLY AGREED TO IN WRITING.
Any quotation from Insight Partners will be an invitation for an offer from Customer upon the terms and conditions as stated. Insight Partners acceptance of this order is expressly conditioned on Customer’s assent to the terms contained herein. All orders must be accepted by an authorized employee of Insight Partners.
Shipping Schedule: Insight Partners will establish shipping schedules as closely as practicable in accordance with Customer’s requested delivery; however, Insight Partners shall not be responsible for delays in performance resulting from causes beyond its control or of the control of its suppliers or subcontractors including, but not limited to, any casualties, acts of Customer, strikes or other labor difficulties, shortages of labor, supplies and transportation facilities. Insight Partners reserves the right to ship in advance of any Customer request dates, except those stipulated “Not Before”. Should shipment be held beyond scheduled date for the convenience of Customer, Insight Partners reserves the right to bill immediately for the goods and to charge Customer for reasonable expenses incident to such delay.
Prices: All quotations expire thirty (30) calendar days from the date set forth on the quotation. Prices of products scheduled for shipment more than six (6) months after the date of Customer’s order shall be subject to escalation.
Terms of Payment: Subject to the approval of Insight Partners Credit Department, open account payment terms are NET 30 (N30) days with no discounts or retainages. Finance charges will incur after thirty (30) days past due at a rate of twenty four percent (24%) or two percent (2%) per month.
Venue: In the event suit is filed by either Insight Partners or the Customer for damages claimed as arising from the sale of goods as covered by this Credit Application, exclusive Venue shall be in the City of Norfolk, Virginia unless a different venue is agreed to by both parties in writing. Customer is responsible for the greater of 33 1/3% of the principal sum due or actual attorneys fees incurred.
Taxes: Insight Partners’ prices do not include any applicable sales, use, excise or similar taxes. If, under any law or regulation in effect, Insight Partners is required to pay or collect any tax upon the products arising from the sale, transportation, delivery, use of consumption of said products – whether directly or indirectly- the contract price shall be increased by the amount of any such tax.
Termination: In the event Customer terminates all or any portion of an order, for reasons other than Insight Partners’ default, Customer agrees to pay for the costs already incurred by Insight Partners to date of cancellation including the price of any goods or services required to fill the order already committed to Insight Partners and a reasonable allowance for overhead profit. Return of special order items will be wholly subject to the review and acceptance of by the manufacturer.
Warranties: Products covered by this contract are not of Insight Partners’ manufacture and are warrantied only to the extent that they are warrantied by the manufacturers thereof. THERE ARE NO OTHER WARRANTIES; EXPRESS OR IMPLIED WHICH EXTEND BEYOND THOSE SET FORTH ABOVE. THE WARRANTY OF MERCHANTABILITY IS LIMITED TO THE TIME PERIOD SPECIFIED ABOVE. Manufacturers’ warranties are contingent upon the product being stored installed, maintained and operated in accordance with good engineering practices and the instructions contained therein. Claims for expenses of Customer relating to labor and /or material supplied by Customer (commonly known as backcharges) will not be honored by Insight Partners unless Customer obtains the prior written consent of authorized personnel at Insight Partners to supply labor and/or material.
Transportation Charges and Risk of Loss: Unless otherwise agreed, all shipments are FOB Factory. Risk of loss for the products sold hereunder passes to Customer upon delivery to the carrier.
Limitations on Liability: Insight Partners’ total responsibility for damages (whether arising in contractor tort) arising out of or relating to its performance of the contract or the products covered hereunder shall be limited to the contract price for the products. In no event shall Insight Partners be liable for any incidental or consequential damages such as lost profits, loss of use of productive facilities or equipment, loss of production or expenses incurred in reliance on Insight Partners’ performance whether suffered by Customer or third party. Nothing in this paragraph shall in any way be construed to affect the liability Insight Partners may have for personal injury or death of any third party.
Indemnity: Insight Partners shall indemnify Customer from all liability, including reasonable attorney’s fees for personal injury or death to any third party, arising out to the sole negligence of Insight Partners, its agents, servants or employees while Insight Partners is on Customers’ premises in the performance of this contract.
Modification: This contract constitutes the written agreement signed by the parties relating to the products supplied hereunder. All modifications to the contact must be by written agreement. Any changes in specifications, quantities, schedules, materials or services requested by the Customer shall be subject to an equitable adjustment in the contract price, time or performance of both.
