ACCEPTANCE OF CONTRACT TERMS
Phoenix Products and Solutions, Inc. (PPAS) provides certain website features and other products and services to you when you visit phoenixproductsandsolutions.com or use PPAS mobile applications, software or services or when you receive or use any of PPAS's printed catalogs or purchase any product from PPAS (each of the foregoing is singly a "Service" and collectively, the "Services"). By purchasing products or using any of the other Services, you agree that you have read, understood and agree to be bound by all of the provisions set forth herein and the terms and conditions on any quotation, order acknowledgment, invoice or other form you receive from PPAS, all of which constitute a single agreement between you and PPAS (collectively, the "Terms and Conditions"). The Terms and Conditions constitute the exclusive agreement between you and PPAS with respect to the Services and the content accessed through the Services ( the "Content"); provided, however, that if you access the Services by a mobile application, that access shall also be subject to the terms of the end user license agreement associated with the mobile application. To the extent of any conflict between the Terms and Conditions and the end user license agreement for a mobile application, the Terms and Conditions shall govern. Our failure to assert a right or insist upon compliance with any term or condition shall not constitute a waiver of that right or excuse any subsequent noncompliance. If any provision of the Terms and Conditions is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the remaining terms and shall not affect the validity and enforceability of any remaining provisions.
The Terms and Conditions presented here are subject to update on our website, phoenixproductsandsolutions.com. Our Terms and Conditions apply to all purchases and sales of items offered here, and your purchase means you have accepted our Terms and Conditions in effect as of the date of purchase. We disclaim any other Terms and Conditions contained in any customer purchase order, order form or otherwise unless expressly agreed to by us in writing. Purchase orders must be strictly in conformity with these Terms and Conditions; inconsistent or conflicting terms in any purchase order or sale acknowledgment are rejected and shall be controlled by these Terms and Conditions unless agreed to by the customer and PPAS in a separate mutual writing. Additional terms are not binding unless agreed to by an officer of PPAS in a separate writing. We reserve the right to decline fulfilling orders at our discretion.
EFFECTIVE DATE AND CHANGES IN TERMS
The Terms and Conditions are effective as of the version date set forth at the end of the Terms and Conditions. We reserve the right to change the Terms and Conditions at any time by providing notice to you, and your use after any change signifies your acceptance of the changed terms. That notice may be given by making a revision to the Terms and Conditions and changing the version date shown below.
PURCHASES; PRICES; PAYMENT
Prices, title and risk of loss are F.O.B. our warehouse. Published prices don't include taxes, duties or shipping and may be changed without notice. We reserve the right to correct typographic errors and reject or cancel orders. Applicable law may prevent the sale of some products in your area. You will be charged the minimum $25 on any order with a merchandise value of $25 or less. Customer is responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate. When placing an order, customer shall indicate which products are tax exempt.
PPAS accepts cash, checks, money orders, Visa, MasterCard, and American Express. For customers with established PPAS credit, payment terms are net thirty (30) days from the date of shipment or pick-up of products. All credit extended by PPAS to customer, and the limits of such credit, is at PPAS's sole discretion, and may be reduced or revoked by PPAS at any time, for any reason. As a condition for the continued extension of credit, customer agrees to provide PPAS with current credit information and the latest annual financial statement within five (5) business days following request by PPAS. PPAS reserves the right to charge a convenience fee for late payments. PPAS further reserves the right to charge customer a late payment fee at the rate of one and one-half percent (1-1/2%) of the amount due for each month or portion thereof that the amount due remains unpaid, or such amount as may be permitted under applicable law. Anticipation and cash discounts are not allowed.
If customer fails to make payment within thirty (30) days of shipment or pick-up, or fails to comply with PPAS's credit terms, or fails to supply adequate assurance of full performance to PPAS within a reasonable time after requested by PPAS (such time as specified in PPAS's request), PPAS may defer shipments until such payment or compliance is made, require cash in advance for any further shipments, demand immediate payment of all amounts then owed, elect to pursue collection action (including without limitation, attorneys' fees and any and all other associated costs of collection), and/or may, at its option, cancel all or any part of an unshipped order. Additionally, customer, and each of its subsidiaries and affiliates, agrees to provide to PPAS proper authorization necessary for PPAS to request any financial information from third parties.
Customer agrees to assume responsibility for, and customer hereby unconditionally guarantees payment of, as provided herein, all purchases made by customer, its subsidiaries and affiliates. Each of customer's subsidiaries and affiliates purchasing from PPAS are jointly and severally liable for purchases with customer, and customer is also acting as agent for such subsidiaries and affiliates.
Customer hereby grants to PPAS a first priority purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to PPAS. Customer agrees to file, and it permits and authorizes PPAS to file, any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of PPAS's lien or security interest.
All orders are shipped F.O.B. from PPAS's distribution facility or manufacturer's facility for drop shipments. Title and risk of loss pass to customer on delivery to the common carrier or upon customer pickup.
Customer should contact Phoenix Products and Solutions, Inc. (PPAS) if not satisfied with a product for any reason. PPAS will promptly provide an exchange or refund if the product is returned within 30 days of delivery, in its original packaging and with proof of purchase from PPAS.
LIMITED PRODUCT WARRANTY
Our only warranty obligation is to replace any item proved defective in material or workmanship. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE, ARE DISCLAIMED.
Information about products is as provided by our supplier. We make no warranty or representation concerning that information and will have no liability therefor.
Customer is responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate. When placing an order, customer shall indicate which products are tax exempt.
NO OTHER REPRESENTATIONS OR WARRANTIES
WE MAKE NO REPRESENTATION OR WARRANTY THAT PRODUCTS OFFERED FOR SALE ARE LEGAL, AVAILABLE OR APPROPRIATE FOR YOUR PURPOSES OR FOR USE IN YOUR COUNTRY OR REGION. YOU ARE RESPONSIBLE FOR COMPLIANCE WITH LAWS GOVERNING YOUR USE OF THESE PRODUCTS. THE SERVICES AND THE CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. YOU HAVE THE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THE SERVICES. YOU AGREE TO HOLD PPAS HARMLESS FROM, AND YOU COVENANT NOT TO SUE PPAS FOR, ANY CLAIMS BASED ON USE OF THE SERVICES OR THE CONTENT.
LIMITATION OF LIABILITY AND REMEDY
UNDER NO CIRCUMSTANCES SHALL PPAS BE LIABLE IN CONTRACT, WARRANTY, TORT OR OTHERWISE FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM YOUR PURCHASE OF ANY PRODUCTS FROM US OR ANY USE OF, OR THE INABILITY TO USE, ANY OF THE CONTENT OR ANY OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Except to the extent otherwise explicitly provided in the Terms and Conditions, your only recourse with respect to claims related to purchased products is the right to return the products and obtain a refund of the purchase price. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES OR CONTENT OR, WITH RESPECT TO A CLAIM RELATING TO ANY ONE OR MORE PRODUCTS PURCHASED FROM US, THE PURCHASE PRICE OF THE PRODUCTS THAT GIVE RISE TO THE CLAIM.
PPAS and Customer are independent contractors and not principal and agent. Nothing contained in these Terms and Conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Customer will not have the right to bind or otherwise obligate PPAS in any manner, nor will Customer represent to anyone that it has the right to do so.
You warrant, represent and agree: (1) to comply with all laws; (2) that our sale and shipment of any product ordered by you will not, by export thereof, your legal status or otherwise, cause us to violate any law; and (3) to indemnify us against any damages, losses and costs incurred from a failure by you to comply with any law or the Terms and Conditions or from any unlawful use by anyone of any product ordered by you.
Customer shall have no right to copy or use any of the intellectual property of PPAS or its suppliers without PPAS's permission. All materials contained in PPAS's catalog and PPAS's website are subject to the ownership rights of PPAS and its suppliers.
PPAS shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of PPAS in the conduct of its business.
If any portion of these terms and conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable term shall be severed from these Terms and Conditions, and the remaining Terms and Conditions shall be valid and fully enforceable as written.
JURISDICTION AND CHOICE OF LAW
The Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Georgia applicable to contracts made and to be performed in Georgia, without giving effect to conflict of law principles, and applicable federal law. Any personal information submitted will be subject to Georgia law, not those of any jurisdiction outside of the United States. You irrevocably consent to the exclusive jurisdiction of the courts located in Atlanta, Georgia in connection with any action arising out of or related to the Terms and Conditions or the Services.