General Terms and Conditions of Sale
Please read the following statement below regarding Logic Supply's terms and conditions of our Web site and related sales.
The following are the Terms and Conditions of sale ("Terms and Conditions") applicable to sales of products ("Products") by Logic Supply, Inc. ("Logic Supply") or any and all use of the www.logicsupply.com website by the website user or buyer ("You" or "Customer"). These terms shall apply in the absence of a written contract between you and Logic Supply signed by both parties, covering the sale of Logic Supply Products and the support thereof. In no event shall any conflicting or additional terms set forth in Customer's purchase order (or any other document provided by Customer) apply to Logic Supply's sale of Products to Customer.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE PURCHASING ANY PRODUCTS FROM LOGIC SUPPLY OR MAKING ANY USE OF LOGIC SUPPLY'S WEBSITE AT WWW.LOGICSUPPLY.COM (THE "LOGIC SUPPLY SITE"). BY PURCHASING ANY PRODUCTS FROM LOGIC SUPPLY, OR BY USING THE LOGIC SUPPLY SITE, CUSTOMER HEREBY AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. IF CUSTOMER DOES NOT AGREE WITH THEM, THEN CUSTOMER MUST NOT PURCHASE ANY PRODUCTS FROM LOGIC SUPPLY, IMMEDIATELY RETURN ANY PRODUCTS THAT CUSTOMER MAY HAVE ORDERED, AND PLEASE CEASE ALL USE OF THE LOGIC SUPPLY SITE.
Logic Supply reserves the right, at its discretion, to change these Terms and Conditions at any time. Any such changes will be effective thirty (30) days after they are first posted to the Logic Supply Site. Please check these terms for changes. Your continued use of the Logic Supply Site following the posting of changes to these terms means you will accept those changes.
- Logic Supply Content:Customer acknowledges and agrees that all information and materials contained in the Logic Supply Site are Seller's exclusive property or the property of its licensors (the "Logic Supply Content"). Except as permitted in this Section 1 below, no Logic Supply Content may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. Customer may use and download Logic Supply Content in connection with Customer's use of the Logic Supply Site to evaluate and purchase Products. In all circumstances, however, Customer agrees to: (i) keep intact all copyright and other proprietary notices, (ii) make no modifications to the Logic Supply Content, and (iii) not download quantities of Logic Supply Content to a database server, or other computer that can be used to avoid future use of and/or downloads from the Logic Supply Site.
- Pricing:Retail prices for Products are available on the Logic Supply Site. Customers may request a quote for volume orders of 5 or more units ("Volume Orders"). If a quote is issued by Logic Supply, pricing is valid for 7 days unless otherwise noted, and does not include shipping. Prices are for minimum order quantities as stated. Prices are FOB South Burlington, VT, unless stated otherwise.
- Payment Terms:Logic Supply accepts the following payment methods: Visa, Master Card, Discover, American Express, and PayPal. Logic Supply may accept International Credit Cards, COD, Check, Purchase Orders, and extends terms on a case-by-case basis. Logic Supply accepts wire transfers on orders over $1,000. Customer agrees to pay applicable taxes, if any, including value-added, excise, all state and local sales and/or use taxes and personal property taxes, and any customs duties or charges imposed. Customer must claim any exemption from such taxes, fees or assessments at the time of purchase and provide the necessary supporting documentation. Any sales, use, or other applicable tax or fees or assessments is based on the location to which the order is shipped. Due to a warehouse and employees in Vermont and New York, unless presented with evidence of exemption, Logic Supply is required to levy VT and NY state sales tax on orders delivered within those states. Orders from Canadian customers are subject to customs duties and/or brokerage fees. Logic Supply requires payment prior to shipment, unless credit terms have been expressly granted. In the event Logic Supply grants credit terms, payment shall be due upon delivery (unless otherwise agreed to in writing by Logic Supply). Any sum not paid by Customer 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. If Logic Supply brings an action for breach of these Terms and Conditions, including any action to enforce its right to payment, Customer shall be liable for Logic Supply's reasonable attorneys' fees, costs, and expenses incurred in connection with such action.
- Shipping:Customer is responsible for all shipping and insurance charges. Logic Supply will ship anywhere in the U.S., Canada and, at its discretion and under specific terms, to other international destinations. Provided items ordered are in stock, orders for Products consisting solely of Components priced individually by Logic Supply ("Components") that are placed before 5 p.m. Eastern Standard Time usually ship the same business day if using UPS as the shipping method, but this is not guaranteed. Orders for Products consisting of multiple Components that have been assembled into a system by or for Logic Supply ("Systems") usually require 3-5 full business days for building and testing. Volume Orders may take longer. Rush orders for Systems must be placed by 1:00 p.m. Eastern Standard Time in order to ship by the end of business the next day.
- Force Majeure:Delay in performance or non-performance of any obligation contained herein shall be excused to the extent such failure or non-performance is caused by Force Majeure. For purposes of this Agreement, "Force Majeure" shall mean any cause preventing performance of an obligation under this Agreement (except for the payment of money) which is beyond the reasonable control of either party hereto, and which by the exercise of reasonable and customary due diligence, could not have been avoided or overcome, including without limitation, fire, flood, sabotage, shipwreck, embargo, explosion, labor trouble, accident, riot, acts of governmental authority (including, without limitation, acts, tariffs, duties or other obligations imposed based on laws or regulations now in existence as well as those enacted in the future), acts of God, and delays or failure in obtaining components from suppliers, raw materials or transportation.
- Backorder Policy:Products marked "Out of Stock" or "Expected" on the Logic Supply Site can still be ordered. Credit card charges will not occur until the order is scheduled to ship. In the event that an item ordered is out of stock, Logic Supply will notify Customer and provide updates as necessary. Availability of out-of-stock items is dependent upon the manufacturer. Logic Supply will not split orders unless the Customer requests a split shipment and provides payment for each shipment.
- Order Changing or Canceling Policies: All changes or cancellations must occur before the order is processed by the Logic Supply accounting department. Cancellation requests after this time may result in a cancellation fee of 5% on Components and 15% plus labor on Systems (excludes any tax charged). Products not offered on the Logic Supply Site as standard Products ("Special Orders") and Volume Orders are non-cancelable. Customers may request to make a change to or cancel their order by contacting Logic Supply during business hours.
- Return, Exchange and Refund Policies: Logic Supply will accept returned Products in accordance with its "Return for Refund" policy set forth in Section 9 below and in accordance with its warranty set forth in Sections 9 and 10, below. No returns will be accepted without an issued Return Merchandise Authorization (RMA) number. Unauthorized returns will be refused and returned to sender. To request a refund or repair, fill out a request online or call our Returns department at 802 861 2300. RMA numbers are good for 14 days. Customers are responsible for the cost of shipping the returned Products to Logic Supply or to the OEM as may be specified by Logic Supply. Customer also will be responsible for insurance for loss or damage during return. Logic Supply will use UPS Ground shipping when sending replacement Products to domestic locations. Shipping costs are non-refundable.
- Return for Refund: Subject to the exceptions and fees below, Customer may return Products for its convenience for a refund within 30 days of the ship date. All Components are subject to a 5% restocking fee. All Systems are subject to a 15% restocking fee. Shipping charges are non-refundable. Except in the event of a shipping error, Customers are responsible for the cost of shipping items back to Logic Supply. The following Products and Fees are non-returnable and non-refundable:
- Products that have been defaced, modified, or physically damaged
- Products that have become non-functional due to user error or virus
- Products that have the warranty label/mark or serial number removed or altered by Customer
- Products returned without original retail packaging, or accessories (manual, CDs, cables, etc.)
- Software, including Software in Systems
- Expedited Assembly & Validation Fees
- Special Orders, Systems Volume Orders (5+ units) and Component Volume Orders (10+).
- Warranties: Except when otherwise noted on the Logic Supply Site, Logic Supply warrants that, all Products will be free from defects in materials and workmanship for a one-year period for components and a two-year period for built systems, commencing on the ship date. Extended warranties may be available on select Products but any extended warranties will apply only if (i) expressly set forth in writing by Logic Supply and (ii) paid for by Customer. If a Component or System appears to be non-functioning or defective, read this section and contact Logic Supply technical support at 802 861 2300 or send an inquiry to firstname.lastname@example.org. A Logic Supply technician will contact you to discuss your issue and options.
- Disclaimer and Limitation of Warranties:EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 10 ABOVE, ALL PRODUCTS ARE PROVIDED STRICTLY "AS IS," WITHOUT ANY WARRANTY. ALL OTHER EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AGAINST INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.
This disclaimer and exclusion shall apply even if the express warranty and limited remedy set forth above fails of its essential purpose. The warranty provided is subject to the limitation of liability and waiver of consequential and other damages set forth in Sections 12 and 13, respectively, below.
- Limitation on Liability:THE AGGREGATE LIABILITY OF LOGIC SUPPLY, ITS SUPPLIERS AND ITS SUBCONTRACTORS IN CONNECTION WITH ANY CLAIM WHATSOEVER BROUGHT UNDER OR RELATED TO THESE TERMS AND CONDITIONS SHALL BE LIMITED TO THE PURCHASE PRICE PAID BY CUSTOMER TO LOGIC SUPPLY FOR THE PRODUCTS THAT GAVE RISE TO SUCH LIABILITY. THE LIABILITY OF LOGIC SUPPLY, ITS SUPPLIERS AND ITS SUBCONTRACTORS SHALL BE CUMULATIVE AND NOT PER INCIDENT.
- Waiver of Consequential and Other Damages:IN NO EVENT SHALL EITHER LOGIC SUPPLY, ITS SUPPLIERS OR ITS SUBCONTRACTORS BE LIABLE FOR ANY COSTS OR EXPENSES FOR THE PROCUREMENT OF SUBSTITUTE EQUIPMENT, ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST OR DAMAGED DATA, OR ANY INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE ARISING IN ANY WAY OUT OF THE AGREEMENT OR THE TERMINATION THEREOF, EVEN IF LOGIC SUPPLY, ITS SUPPLIERS OR SUBCONTRACTORS HAVE BEEN INFORMED OF THE POSSIBILITY THEREOF, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THE AGREEMENT.
- Acceptance of Orders:Logic Supply holds the right to accept, decline, refuse, or cancel an order for any reason. Receipt of an electronic confirmation does not signify Logic Supply's acceptance of an order or confirmation of Logic Supply's offer to sell. Terms of payment are at the discretion of Logic Supply.
- Site Links and Trademarks:The Logic Supply Site may contain links to other sites on the Internet that are owned and operated by third parties. Logic Supply is not responsible for the operation of or content located on or through any such site. All product names throughout this Site are trademarks or registered trademarks of their respective holders. All product names and company logos mentioned herein remain the trademarks of their respective owners.
- Insurance:Logic Supply has, for itself and any permitted subcontractor it engages, procured and will maintain with an insurance carrier, at Logic Supply's expense, insurance coverages for General Liability, Personal Injury and Automobile Liability, in coverage amounts commensurate for Logic Supply's industry.
- Indemnification:Customer assumes all responsibility and liability for injury or damages resulting from its handling, possession, use or sale of Products supplied hereunder, including, but not limited to any injury or damage resulting from the use of Products in combination with other products, and agrees to hold harmless, defend and indemnify Logic Supply, its contractors and subcontractors, from and against all claims, losses, liabilities and expenses (including attorney's fees and other litigation or settlement costs) arising out of such handling, possession, use or sale. The foregoing duty of Customer to hold harmless, defend and indemnify Logic Supply shall not apply to the extent such claim, loss, liability or expense results from the willful misconduct or gross negligence of Logic Supply.
- Relationship:Logic Supply and Customer are independent from each other. No relationship of principal to agent, master or servant, employer to employee, or franchiser to franchisee is established hereby between us. Neither has the authority to bind the other or incur any obligation on behalf of the other.
- Applicable Law:Any dispute arising from the services will be governed by, and construed in accordance with, the laws of the State of Vermont (excluding the United Nations Convention on Contracts for the International Sale of Goods) without regard to conflict of laws principles. Any proceeding brought under or related to these Terms and Conditions shall be brought solely and exclusively in the state and federal courts located within the State of Vermont, and the parties expressly consent to the exclusive jurisdiction of such courts.
- Notices: Any notice, communication or statement required or permitted to be given hereunder shall be in writing and deemed to have been sufficiently given when delivered in person, by registered or certified mail, postage prepaid, return receipt requested, or by reputable overnight carrier. Notices to Logic Supply shall be directed to Logic Supply, Inc., 35 Thompson Street, South Burlington, Vermont, 05403 and notices to Customer shall be directed to the address listed in the Customer order to which these Terms and Conditions apply, or to such other address or addresses as either party may hereafter designate in writing.