These Standard Terms and Conditions of Sale (“Terms and Conditions”) apply to the Products listed on the Quote Sheet, Packing Slip or Invoice received by the Customer (the “Order”) from Plugin Optics, Inc. DBA (“PLUGIN”).
Contract
By placing an Order, Customer creates a binding contract with PLUGIN and accepts these Terms and Conditions. Any other terms and conditions contained in any purchase order or other document issued by Customer are null and void and any prior course of dealing between PLUGIN and the Customer or usage of trade will not be relevant in determining the meaning of these Terms and Conditions. No variation to these Terms and Conditions shall apply unless contained in a document signed by an officer of PLUGIN.
Payment
Customer shall pay PLUGIN in U.S. dollars via wire transfer as stated on the quote the total purchase price plus all applicable freight, sales, use, products and service, and other similar taxes or charges, custom duties, and value added tax based upon the location(s) to which the Order is shipped. PLUGIN reserves the right to separately ship part of an Order. Customer agrees to accept delivery of Products unless it does not conform to the Order. Customer is not responsible for Florida’s Commercial Activity Tax or other tax based upon PLUGIN’s receipts or income. Customer agrees to pay interest on all past due sums at the highest rate allowed by law or one and one-half percent (1 ½%) which is calculated monthly for a yearly rate of eighteen percent (18%), whichever is lower. On past due accounts, Customer will be responsible for PLUGIN’s cost of collection including attorneys’ fees, filing fees, and court costs.
Sales
Quotations are valid for thirty (30) days, or the amount of time specified on the Quote Sheet. Customer shall be entitled to cancel an order, unless Quote Sheet, Invoice, or Packing Slip includes language otherwise, in whole or in part up to two (2) months prior to the estimated shipping date on all HDPE Products (Pedestals, Vaults, Building Enclosures, etc.), four (4) weeks prior to the estimated shipping date on all Cables, Optical Passives, Metal Hardware and non-PLUGIN Products by giving written notice to PLUGIN. Unless the cancellation notice is received in a timely fashion by PLUGIN, PLUGIN shall be entitled to a restocking payment equivalent to 50% (fifty percent) of the value of the cancelled Order. The Order may not be cancelled after shipment, but Products may be returned under the policies listed below.
Damage; Loss; Assignment
PLUGIN shall not be liable for failure of the delivery service to make on-time delivery. Customer assumes all risk of loss or damage to Products following delivery. Title to merchandise does not transfer until payment in full is received by PLUGIN. Prior to that time, Customer shall not remove, sell, pledge or mortgage the merchandise without the prior written consent of PLUGIN. This Order or any of the rights or obligations hereunder may not be assigned by Customer without prior written consent of PLUGIN.
Returns
PLUGIN must approve all returns for any reason. Contact Customer Experience at [email protected] to obtain a Return Material Authorization (RMA) number. All PLUGIN Products may be returned within thirty (30) days of shipment, unless otherwise stated on the Quote Sheet, Packing Slip, or Invoice. DATED PROOF OF PURCHASE MUST BE PROVIDED WITH THE RETURNED EQUIPMENT.
In the case of all approved returns, Customer must ship the product(s) at Customer’s risk and expense to PLUGIN in the original packaging, prepaid and insured, with the RMA number clearly marked on the packaging to:
Plugin Optics, Inc.
Attn: RMA Dept.- RMA No. [####]
4765 NW 103 Avenue, Bay 21
Sunrise, FL 33351
On warranty claims on PLUGIN Products that PLUGIN determines are as result of a defect in materials or workmanship, replacement parts will be shipped at PLUGIN’s expense, subject to availability, via a common air delivery service after the RMA number is obtained. Replacement parts may be refurbished or repaired.
When PLUGIN rejects a warranty claim PLUGIN will notify the Customer and reserves the right to charge Customer for parts and labor at then current rates. PLUGIN may charge a restocking fee of up to one hundred percent (100%) of the value of the goods for unauthorized returns. Any product(s) returned to PLUGIN shall become PLUGIN’s property.
Warranties; PLUGIN Products
This warranty applies only to the following PLUGIN Products under normal use. PLUGIN warrants to the original Customer only (not any lessees, transferees, or assignees) that the following products will be free from defects in material and workmanship for the stated time periods beginning with the date of purchase:
| 1) | HDPE Pedestals, Vaults, Building Enclosures, Metal Hardware = 10 Years |
| 2) | Cables, Optical Passives = 7 Years |
| 3) | Non-PLUGIN Products = 1 Year |
This warranty applies only to PLUGIN Products. In the event that PLUGIN receives returned PLUGIN Products with defects in material or workmanship, it will, at its option, repair or replace the PLUGIN Products to whatever extent it deems necessary to restore the PLUGIN Products to proper operating condition, or provide a credit or refund of the purchase price or fair market value, whichever is lower. Replacement parts may be refurbished or repaired. All material and labor required for such a restoration will be provided at no charge when a PLUGIN product with material or workmanship defects is properly returned within the applicable warranty period under the procedure described herein.
Not covered under the warranties are: failures due to accident, misuse, abuse, neglect, improper installation, product modification, or unauthorized repair or attempted repair, or shipping damage. Customer expressly understands and agrees that PLUGIN does not warrant that any product is free of claims of patent infringement by any third party. PLUGIN hereby disclaims any such warranty of indemnification against patent infringement. Customer acknowledges that it is not authorized on behalf of PLUGIN to make any other warranties or representations not expressly set forth herein on behalf of PLUGIN concerning any PLUGIN Products.
Manufacturer’s Warranties; Non-PLUGIN and Co-Branded Products
Customer acknowledges that, unless it is purchasing a PLUGIN Product described in the preceding paragraph, only the warranties offered by the manufacturer are available. In purchasing such a product from PLUGIN, Customer agrees to rely upon the manufacturer’s specifications and warranties and is not relying upon any statements, specifications, illustrations, photographs, or other document provided by PLUGIN. Customer has familiarized itself with the manufacturer’s warranty prior to purchasing the product from PLUGIN and understands that warranty claims must be presented directly to the manufacturer and not to PLUGIN.
Disclaimer
Except as expressly provided herein, all warranties, conditions, representations, and guarantees with respect to the equipment, whether express or implied, arising by law, custom, prior oral or written statements by PLUGIN, its licensors or representatives, or otherwise (including, but not limited to, any warranty of merchantability or fitness for particular purpose and conformity to models or samples, or warranty of non-infringement) are hereby overridden, excluded, and disclaimed. This disclaimer does not apply to the manufacturer’s warranty, if any, special limitations. PLUGIN does not warrant that the products it sells will work in all combinations of hardware and software selected for use by the customer and PLUGIN makes no warranty for the design, functionality, or performance of any integrated system created using a PLUGIN product.
No Consequential Damages
With the exception of claims for death or personal injury where and to the extent that applicable law requires such liability, under no circumstances will PLUGIN be liable for any consequential, indirect, special, punitive, or incidental damages, whether foreseeable or unforeseeable, based on PLUGIN’s claims or those of any Customers (including, but not limited to, claims for loss of data; goodwill; profits; use of money or use of the products, interruption in use or availability of data, stoppage of other work, or impairment of other assets), arising out of breach or failure of express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise. In no event will the aggregate liability which one may incur in any action or proceeding exceed the greater of the total amount actually paid by customer for the specific product that directly caused the damage or $25,000.
Waiver
Any waiver of any provision of these Standard Terms and Conditions of sale, or a delay by either party in the enforcement of any right hereunder, shall neither be construed as a continuing waiver, nor create an exception of non-enforcement of that or any other provision or right. If any provision of these Terms and Conditions is held illegal or unenforceable by any court of competent jurisdiction, such provision shall be deemed separable from the remaining provisions of these Terms and Conditions and shall not affect or impair the validity or enforceability of the remaining provisions.
Notices
Any notice required to be given under these Terms and Conditions must be in writing and is effective upon delivery by certified mail or confirmed facsimile transaction to the other party at the address identified in the Order.
Export Controls
Products acquired under these Terms and Conditions may be subject to U.S. and other government export control regulations. Customer agrees that it will comply with those regulations whenever they export or re-export controlled products obtained from PLUGIN. Unless otherwise agreed in writing, PLUGIN will deliver the Products pre-paid freight and add cost of freight to customer invoice. The products shall be suitably packed and marked with any hazard warnings appropriate to the contents, Free Carrier (FCA) as defined in the International Chamber of Commerce publication Incoterms 1990, dated 1st July 1990. All packages must be marked with the final destination address shown in the Order and the number of separate packages identified.
Force Majeure
Neither party shall be liable for the failure to perform and of its obligations under these Terms and Conditions if such failure is caused by the occurrence of any act of force majeure or any other contingency beyond its reasonable control.
Dispute Resolution; Florida Law
Each party agrees that any dispute between the parties will first be submitted in writing to the designated senior executives of PLUGIN and Customer who will meet in an effort to resolve such dispute within thirty (30) days. In the event the executives are unable to resolve the dispute, if both parties agree, the dispute may be arbitrated in accordance with the rules and procedures set forth in a mutually agreed arbitration agreement.
Customer and PLUGIN agree that any dispute arising from the Order or its subject matter shall be interpreted under the laws of the State of Florida, without regard to conflicts of laws rules, and that the Federal and State Courts located in Fort Lauderdale, Florida, shall have exclusive jurisdiction over the dispute and Customer waives any right to change venue and consents to the exercise of personal jurisdiction by any such court with respect to any such court proceeding.
Contract Terms Exclusive
This Agreement constitutes the entire agreement between the parties hereto and the parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this Agreement or any representations inducing the execution and delivery hereof except as specifically set forth herein and each of the parties hereto acknowledges that he or it has relied on his or its own judgment in entering into the same.
Rev. 01/2023