Introduction
All sales of servers, hardware, equipment, and other computer products (“Products”) by ITDW GROUP (“ITDW GROUP”) are governed exclusively by these Terms and Conditions of Sale (“Terms and Conditions”) and not by any purchase order or other document from the Buyer. By placing an order for Product(s), the Buyer accepts and agrees to be bound by these Terms and Conditions. ITDW GROUP’s failure to object to any conflicting terms shall not be deemed a waiver. Neither ITDW GROUP nor the Buyer is bound by any terms and conditions imprinted or embedded in orders, acknowledgments, or other communications unless specifically agreed upon in writing by a duly authorized representative of ITDW GROUP.
Prices
Quotations, unless previously withdrawn, remain open for acceptance by ITDW GROUP for seven (7) days from the quotation date and are subject to the Buyer’s credit approval. Quoted prices do not include shipping, handling, or taxes. If the Buyer claims any exemption, a valid, signed certificate or letter of exemption must be provided for each respective jurisdiction.
All prices are subject to adjustment due to errors, omissions, specifications, quantities, materials, cost of production, shipment arrangements, or other terms and conditions not included in ITDW GROUP’s original price quotation. ITDW GROUP reserves the right to cancel orders at its sole discretion.
Payment
Payment terms are determined at ITDW GROUP’s sole discretion. Unless otherwise agreed upon in writing, payment must be received prior to order acceptance. Invoices are due on demand and must be paid in full without offset or deduction within the period specified on the Buyer’s invoice, measured from the invoice date.
Interest at 10% per annum (or the maximum rate allowed by law, if lower) will accrue on any outstanding amounts beyond 30 days. The Buyer is responsible for all reasonable legal fees, costs, and expenses incurred by ITDW GROUP if late payment results in collection efforts. ITDW GROUP has the absolute discretion to apply any payments received from the Buyer to any outstanding balance, whether under this or any other agreement.
Delivery and Time
Delivery dates quoted by ITDW GROUP are estimates only, and time is expressly not of the essence. Late or partial delivery does not entitle the Buyer to cancel the order. The Buyer acknowledges that ITDW GROUP shall not be liable for any damage or injury resulting from delivery delays.
In the case of installment deliveries, the Buyer may not treat the delivery of faulty products in a single installment as a repudiation of the entire agreement. The Buyer must notify ITDW GROUP in writing within three (3) days of the delivery date in cases of nondelivery, nonconforming, or damaged products.
Delivery to the Buyer occurs when the Products are handed over to the Buyer, the carrier, or the Buyer’s agent at ITDW GROUP’s facility—whichever occurs first.
All Products are shipped “Ex Works” Miami (per Incoterms 2000). In the absence of specific shipping instructions, ITDW GROUP will select a carrier, which shall not be considered its agent. Shipping instructions shall not alter the “Ex Works” shipping terms, and ITDW GROUP assumes no liability for the shipment.
Title to Products remains with ITDW GROUP until the Buyer has paid in full. The Buyer agrees that ITDW GROUP retains a purchase security interest in all Products sold, including any proceeds from their disposition, until the full purchase price and any additional charges are paid. The Buyer agrees to execute any financial statements or documents requested by ITDW GROUP to protect its security interest.
The Buyer expressly authorizes ITDW GROUP to execute such security documents on the Buyer’s behalf and designates ITDW GROUP as its attorney-in-fact for these limited purposes. In addition to the rights granted by these Terms and Conditions, ITDW GROUP shall have all rights and remedies of a secured party under the Uniform Commercial Code (UCC), which shall be cumulative.
Unless otherwise stated, the terms and conditions of ITDW GROUP’s Limited Warranty are incorporated into and made part of these Terms and Conditions.
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, ITDW GROUP MAKES NO WARRANTIES—STATUTORY, EXPRESS, OR IMPLIED—INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ORIGINALITY.
IN NO EVENT SHALL ITDW GROUP BE LIABLE FOR ANY CLAIMS ALLEGING NEGLIGENCE OR WORSE, OR FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO DOWNTIME COSTS OR LOSS OF USE, INCOME, DATA, PROFITS, OPPORTUNITY, OR GOODWILL).
ITDW GROUP’s maximum aggregate liability shall not exceed the purchase price of the Products.
Changes
ITDW GROUP reserves the right to modify, revise, or cancel its Limited Warranty, Return Policies, or these Terms and Conditions at its sole discretion. Any such change shall not affect Products ordered by the Buyer before the change.
Default
ITDW GROUP may suspend performance or cancel an order if the Buyer:
Is granted a suspension of payments,
Is declared bankrupt,
Defaults on obligations, or
If ITDW GROUP reasonably believes the Buyer cannot meet its obligations.
In such cases, all outstanding claims by ITDW GROUP against the Buyer shall become immediately due and payable.
Not for Export
The Buyer is solely responsible for understanding, verifying, and complying with all export and re-export regulations applicable to any Products purchased from ITDW GROUP.
The Buyer shall not export or re-export any Products to any country or individual requiring an export license or approval without first obtaining such authorization. Additionally, Products shall not be sold, leased, or transferred to end-users engaged in activities related to mass destruction.
Returns and Cancellations
Requests to cancel or reschedule orders must be agreed upon in writing and are subject to ITDW GROUP’s absolute discretion. ITDW GROUP reserves the right to recover all costs and lost profits resulting from a Buyer's attempt to cancel an order.
Governing Law
These Terms and Conditions are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. If any term herein is determined to be unenforceable, the remaining terms shall remain in full force and effect.
ITDW GROUP’s failure to enforce any provision of these Terms and Conditions shall not be considered a waiver of its rights.
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