INNOVO SECURITY WORKS LLC

TERMS AND CONDITIONS OF SALE

 

1. Acceptance.

Innovo Security Works LLC products can be purchased by executing a verbal order, or through a written purchase order. A confirmation is provided on all orders received and no order shall be deemed accepted until a confirmation is provided. Upon a buyer placing a purchase order and Innovo's acceptance of that order, the Terms and Conditions of Sale set forth in this document are agreed upon by the buyer and are considered in effect and form a part of the order. Innovo does not accept any other conditions governing the sale of products unless otherwise accepted by Innovo in writing before order is placed. Orders may only be cancelled by Buyer with Innovo's advance written consent; buyer shall pay reasonable cancellation & restocking charges.

 

2. Prices and Terms of Payment.

Orders are accepted subject to Innovo's written quotation in effect at the time of product order. Payments are to be made in US Dollars collectable at par at a US Bank. Payment in full is expected at the time of product shipment unless other terms or arrangements have been agreed upon by Innovo. All duties & taxes are the customers' responsibility.

 

A 50% deposit is required on orders greater than $5,000.

• Deposits will be invoiced upon acceptance of order.

• Orders will not be released to production without receipt of deposit.

 

Innovo offers customers the following payment options:

• Credit Card: Innovo accepts American Express, Discover Card, MasterCard and Visa.

• ACH, Check, or Wire Transfer: To cover bank fees incurred for wire transfers, an additional fee will be added.

 

If you would like to prepay for your shipment please contact us for a Proforma invoice total, which will include shipping and any other applicable charges.

 

Innovo offers customers the following payment terms at Innovo's discretion:

• NET 30: Innovo offers Net (30) day terms to companies which have a history of paying their invoices within net (30) day terms. Innovo will agree to such terms upon Innovo agreeing to and receiving an executed Innovo Net (30) Agreement signed by an authorized buyer.

• At the discretion of Innovo, invoices shall bear interest at 1% per month from the date on which such invoices become overdue until the day of payment, or at the maximum rate of interest permitted by law, whichever is less.

 

3. Right of Refusal.

Innovo reserves the right to refuse any order or purchase order, verbal or written, that it deems to be unreasonable or stipulates Terms and Conditions of Sale that are in conflict with Innovo's standard Terms and Conditions of Sale, or for any reason at the discretion of Innovo.

 

4. Cancellation and Charges.

Each order is built to the customer's specifications. Many orders are released to the factory for assembly within hours of the order being placed. Therefore, depending on the manufacturing status and nature of the request, order cancellation or changes may not be allowed or may incur additional cancellation, restocking or manufacturing charges. Scheduled deliveries cannot be changed within one week of ship date.

 

5. State Sales Taxes.

Innovo product pricing or shipping costs do not include state sales taxes. Innovo is required to collect sales tax on orders shipped into Tennessee. The taxes are the responsibility of the buyer and will be added as a separate line charge on the invoice. If you believe you are exempt from sales tax, you must provide a valid exemption certificate prior to the shipment of your order.

 

6. International Duties & Taxes.

Innovo product pricing or shipping costs do not include international duties and taxes. Any charges for customs clearance, import duties and taxes are payable by the recipient. Customs policies vary widely between countries. The rates are determined by the customs brokers for each country and paid by recipient upon arrival of goods. Innovo cannot determine what these fees may be and is not liable for any import duties or taxes. Please contact your local customs office for further information.

 

7. Shipping.

All shipments are F.O.B. Origin. Innovo offers FedEx shipping, either prepaid or on customer carrier account; UPS shipping on customer carrier account only. All shipping and costs are the buyer's sole responsibility. Shipping or delivery dates are not guaranteed, but are based upon best information available at the time and are subject to change without notice. Innovo will not be held responsible for any costs, damages or fees relating to products arriving earlier or later than quoted. Special requirements for packaging must be identified at the time of order and may be subject to additional charges. All duties & taxes are the customers' responsibility. Innovo does not ship via the United States Postal Service.

 

8. Limited Warranty.

Subject to Section 9, Innovo warrants title to goods & that goods generally conform to the description, if any, on the Innovo Sales Order. Additional warranties may be set forth in Innovo Warranty Document. The foregoing warranties are Innovo's exclusive warranties and goods are sold "as is" and "with all faults" except as otherwise expressly provided herein. Innovo makes no representation or warranty of any kind, either express or implied, as to any matter whatsoever relating to goods including without limitation design and condition of goods or quality, capacity suitability, construction, performance, merchant ability or fitness for any particular purpose. Some portions of goods covered by Sales Order are manufactured by others, and licensor or manufacturer of those goods shall be solely responsible to parties for all liability, claims, damages, obligations & costs & expenses related to such goods distributed by Innovo. Innovo makes no representation, covenant, or warranty with respect to extent or enforceability of manufacturer’s warranty. Repair or replacement of goods does not extend the warranty. Innovo neither assumes nor authorizes Buyer or any other person to assume on behalf of Innovo any other liabilities in connection with use, sale, or resale of goods.

 

8. Liability.

In no case shall Innovo be liable for indirect, punitive, incidental, consequential, or special damages to include but not limited to damages for loss of business, loss of revenue, loss of profit, loss of use or loss of other economic advantage, however caused and regardless of theory of liability, even if Innovo has been advised of the possibility of such damages. Innovo's liability for damages shall in no event exceed (under any legal or other theory of recovery) the sum paid to Innovo for the product causing the damages. Further, Buyer agrees that its sole remedy for damages shall be limited, at Innovo's sole discretion to repair, replacement, or purchase price refund only after the product is returned in accordance with return policies.

 

9. Delays.

Innovo shall not be held responsible for delay if caused by or arising directly or indirectly from fires, floods, earthquakes, substantial damage to its plant, accidents, riots, open hostilities, declarations of national emergencies, war, government interferences or embargos, strikes, labor difficulties, shortage of labor, fuel, power, materials, or supplies or any other cause or causes beyond its control.

 

10. Inspection and Acceptance.

Products shall be deemed finally inspected and accepted within (10) days after receipt by Buyer unless notice of claim is given in writing to Innovo within such (10) day period.

 

11. Installation.

Buyer is solely responsible for installation & operation of goods, including without limitation, permits, licenses, or certificates required for installation or use of goods. Buyer’s responsibility is not diminished when installation by Innovo is specified in the Sales Order, except as expressly assumed by Innovo in the Sales Order.

 

12. Technical Advice & Data.

Technical advice in connection with use of goods is an accommodation to Buyer without charge, and Innovo is not liable or responsible for content or use of that advice. Buyer shall not use, duplicate or disclose any technical data offered by Innovo for any purpose other than installation, operation or maintenance of goods purchased from Innovo.

 

13. Security Interest

Buyer hereby grants to Innovo a security interest in the goods sold to Buyer by Innovo, including all accessions to and replacements of the goods and the proceeds thereof, to secure the due and punctual payment of the purchase price of the goods and all other amounts owing hereunder.  Buyer shall execute and deliver to Innovo any additional documents, instruments, financing statements, or amendments that Innovo deems necessary or advisable to maintain, continue, and perfect the security interest created.

 

14. Legal Proceedings.

Validity & enforcement of this Contract are governed by laws of Tennessee & the United States of America, excluding laws pertaining to conflicts with law of other jurisdictions, and expressly excluding applicability of United Nations Convention on Contracts for International Sale of Goods. The parties consent to personal jurisdiction of courts having jurisdiction over Knox County, Tennessee; and agree proper, exclusive, and convenient venue for all proceedings are Knox County, Tennessee & the US District Court for the Eastern District of Tennessee.

 

15. General.

All agreements, conditions & terms herein shall bind Buyer’s assignees & successors in interest. If any term

is held invalid, illegal, or unenforceable, that term will be considered separable from this Contract, reformed & enforced to the extent valid & lawful, and will not affect the validity, legality, or enforceability of other terms. Nothing herein shall be construed to grant rights to any third person.