TERMS AND CONDITIONS
ConnectUs Corp., is a Pennsylvania corporation (“ConnectUs”). All current and future dealings and/or transactions between ConnectUs or any of its divisions, related entities and/or successors in interest and any customer, vendor and/or subcontractor, hereinafter referred to individually or collectively as (“Transacting Party”) or any entity related to said Transacting Party, shall be subject to the following Standard Terms and Conditions (“Terms and Conditions”) unless modified, in writing, by ConnectUs, and said Terms and Conditions shall supersede any inconsistent terms and conditions submitted by the Transacting Party or any other individual or entity unless expressly accepted in writing by ConnectUs.
BY PURCHASING PRODUCTS, MERCHANDISE OR EQUIPMENT (HEREINAFTER COLLECTIVELY “PRODUCTS”) FROM CONNECTUS, OR OTHERWISE CONDUCTING BUSINESS WITH CONNECTUS YOU ARE EXPLICITLY ACCEPTING AND AGREEING TO THESE TERMS AND CONDITIONS.
Orders must be accepted by ConnectUs, in writing, and shall not be subject to cancellation or change in prices, specifications, shipping schedules, or other conditions agreed upon without ConnectUs’s written consent, and then only upon agreement to compensate ConnectUs for loss caused by such cancellation or change, including costs of purchased materials, storage, returns, and reasonable profit.
ConnectUs may invoice the Transacting Party for goods and services prior to the date said goods and/or services are provided.
Subject to the establishment of satisfactory credit at ConnectUs’s sole discretion, terms of payment are as set forth on any invoice; however, in no case shall the terms exceed net thirty (30) days from the date of said invoice. No retainage will be allowed unless agreed to in writing by ConnectUs. Any sum the Transacting Party owes under an invoice, but fails to pay when due, shall be subject to a finance charge computed by applying a monthly periodic rate of 1.5% (corresponding annual rate of 18%), or the highest rate permitted by applicable law, if less, to the adjusted balance of an account. All prices are F.O.B. ConnectUs shipping point, unless otherwise specified. Quotations expire thirty (30) days from the date issued and are subject to termination within that period. At its sole discretion, ConnectUs may extend the validity of quotations beyond this thirty (30) day window.
The Transacting Party shall immediately inform ConnectUs of any change in its financial condition or in the structure of its business entity, including, but not limited to, changes to or additions of bank or brokerage accounts, mergers and/or acquisitions, asset purchases or sales, name changes, changes of officers, and any significant litigation to which the Transacting Party is a party, including pending and/or threatened actions, both civil and criminal, if such action will negatively impact the Transacting Party’s ability to pay bills due to ConnectUs or deliver goods due for delivery to ConnectUs.
If the financial condition or the business structure of the Transacting Party at any time does not, in the sole judgment of ConnectUs, justify the continued extension of credit or the continuance of the work performed or the goods to be supplied on the terms of payment as set forth above, ConnectUs may require partial or full payment in advance, or shall be entitled to cancel any part of any order then outstanding, and shall be entitled to payment for reasonable cancellations charges.
In the event of bankruptcy or insolvency of the Transacting Party, or in the event any proceeding is brought against the Transacting Party, whether voluntary or involuntary, under the bankruptcy or any insolvency laws, ConnectUs shall be entitled to cancel any credit account and/or any order or portion thereof then outstanding at any time during the period for filing claims against the estate and shall be entitled to payment for reasonable cancellation charges.
4. Notice of Price Increases
Except as otherwise agreed in writing by ConnectUs, vendors must give ConnectUs ninety (90) days prior written notice of the effective date of any price increases. A price increase will not affect ConnectUs’s cost on a purchase order accepted by vendor prior to the effective date of such price increase.
All designs and specifications shown in ConnectUs’s catalogues, website or other materials are subject to change without notice.
6. Force Majeure
ConnectUs shall not be liable for any loss, damage, failure, inability and/or delay in delivery or performance due to: the acts of any government; acts of civil or military authority; accidents; fires; wars; act of terrorism; insurrections; civil disorders; floods; pandemics; strikes; or other labor disturbances or difficulties; shortages of fuel or power; breakdowns of machinery; acts of G-d; acts of the Transacting Party; failures in source of supply; or any other cause beyond the control of ConnectUs; and ConnectUs shall have the right to cancel any order or pending work, or extend any shipping or delivery date, if one or more such contingencies prevent or delay shipment or performance hereunder.
All Products are carefully packed for shipment. Risk of loss shall pass to the Transacting Party after delivery to transportation carrier, and the Transacting Party shall continue to be obligated to pay the full purchase price for the goods in the event of any damage, loss or destruction after delivery at the F.O.B. point. ConnectUs will provide the Transacting Party with all reasonable assistance in securing satisfactory adjustment of claims.
8. Equipment and Services Provided by Others
ConnectUs shall not be responsible for products, merchandise, equipment and/or materials supplied by others, nor for the overall operation of any Products comprised of products, merchandise, equipment and/or materials furnished by others. ConnectUs offers no opinion of a professional nature, including, but not limited to, the preparation or approval of plans, opinions, reports, surveys, designs, specifications and/or supervisory, inspection, or engineering services provided by others.
9. Limited Warranty; Return of Defective Products
The Transacting Party shall be deemed to have accepted the Products “AS-IS” unless the Transacting Party notifies ConnectUs in writing of any defective Products (“Defective Products”) within 10 calendar days of receipt of such Defective Products. Any Defective Products returned to ConnectUs under any applicable manufacturer’s warranty must be accompanied by a Return Authorization (“RA”) and copy of the Invoice with matching serial number(s). Defective Products returned without a manufacturer’s RA may be refused by ConnectUs or shipped back to the Transacting Party, in which case the Transacting Party will be responsible for all shipping-related charges. ConnectUs, in its sole discretion, shall determine whether to exchange or repair any such Defective Product. A 25% restocking fee will be charged to Customer for all returned or refused Products. This warranty does not cover conditions arising from the misuse, negligence, alteration, accident or lack of performance of normal maintenance services so as in any way, in the sole judgment of ConnectUs, to affect adversely the Products performance and/or reliability. This warranty only covers manufacturer defects, and the Products must be returned to ConnectUs in their original condition. There is no warranty liability hereunder unless payment in full for the Products supplied pursuant to any invoice has been received by ConnectUs. THIS WARRANTY IS THE ONLY WARRANTY MADE BY CONNECTUS, AND IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, USE OR WORKMANLIKE PERFORMANCE.
EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN, REPAIR OR REPLACEMENT, AT CONNECTUS’S OPTION, OF DEFECTIVE PRODUCTS SHALL CONSTITUTE FULFILLMENT OF ALL LIABILITIES OF CONNECTUS TO THE TRANSACTING PARTY, WHETHER BASED ON CONTRACT, NEGLIGENCE OR OTHERWISE, WITH RESPECT TO PRODUCTS PROVIDED PURSUANT TO ANY INVOICE, AND IN NO EVENT SHALL CONNECTUS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, FOR LOSS OF USE, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, FAILURE TO REALIZE EXPECTED SAVINGS, DELAY, DETENTION, AND/OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND AND IN NO EVENT SHALL CONNECTUS BE LIABLE FOR ANY PERSONAL INJURY, INCLUDING DEATH, OR FOR DAMAGE TO PROPERTY, INCLUDING INJURIES TO THIRD PARTIES, REGARDLESS OF WHETHER THE SAME IS THE RESULT OF THE GROSS NEGLIGENCE OF CONNECTUS OR ITS EMPLOYEES.
IN NO EVENT SHALL CONNECTUS’S AGGREGATE LIABILITY TO THE TRANSACTING PARTY, IN DAMAGES OR OTHERWISE, EXCEED AN AMOUNT GREATER THAN THE RETAIL PURCHASE PRICE OF THE DEFECTIVE PRODUCTS. THE REMEDIES OF THE TRANSACTING PARTY SHALL BE LIMITED TO THOSE PROVIDED HEREIN.
Any affirmation of fact or promise made by ConnectUs to the Transacting Party which relates to the goods or services sold hereunder shall not be regarded as part of the basis of the bargain and shall not be deemed to create an express warranty that such goods or services shall conform to the affirmation or promise. Any description of the goods or services sold hereunder shall not be regarded as part of the basis of the bargain and shall not be deemed to create an express warranty that such goods or services shall conform to the description.
If any Products, parts and/or materials supplied by ConnectUs are manufactured by someone other than ConnectUs, and said manufacturer provides its own warranty, ConnectUs’s warranty shall be superseded with respect to such Products, parts and/or materials. In that event, the manufacturer’s warranty shall be the sole applicable warranty and ConnectUs shall have no further liability or responsibility whatsoever, including any failure on the part of any other manufacturer to meet the conditions of its warranty.
Transacting Party agrees that there have been no affirmations of fact or promises made by ConnectUs relating to the goods or services and becoming part of the basis of the bargain, other than those affirmations and promises expressly set forth herein.
Prices quoted and/or invoiced are exclusive of taxes unless specifically stated. The amount of any present or any future sales, occupation, use, tariff, excise or other similar taxes and/or duties for which ConnectUs may be liable, either on its own behalf or on behalf of the Transacting Party, with respect to any orders for Products, shall be in addition to the billing prices set forth in any invoice, and shall be paid by the Transacting Party.
Upon the failure of the Transacting Party to make any payment when due under any invoice, to accept delivery at times stated, or to comply with all provisions of any invoice, any written agreement between the parties and these Terms and Conditions, ConnectUs shall have the right to suspend or cancel delivery to the Transacting Party or terminate any agreement with the Transacting Party, and the Transacting Party shall not have any cause of action or be entitled to any offset, counterclaim or recoupment against ConnectUs by reason of such action. In addition to any remedies set forth in these Terms and Conditions, ConnectUs shall be entitled to any and all rights and remedies available to it under law, and all rights and remedies available to ConnectUs shall be cumulative. ConnectUs shall be entitled to and the Transacting Party responsible for any attorney’s fees and costs incurred in connection with the Transacting Party’s incurred to collect any unpaid invoice, to accept delivery as agreed, or otherwise in enforcing these Terms and Conditions.
Title to and ownership of any Products provided by ConnectUs shall not pass to the Transacting Party until the purchase price for any such Products and for services related thereto are paid in full. In order to ensure payment in full, the Transacting Party grants to ConnectUs a first priority purchase money security interest and/or chattel mortgage in the Products and any accounts receivable, cash, or other proceeds resulting from insurance or the resale thereof until full and final payment is made to ConnectUs and authorizes ConnectUs to file all applicable Uniform Commercial Code financing statements to perfect, confirm and continue the validity, priority and enforceability of such liens and/or security interests with respect to said Products. The Transacting Party shall, upon request, execute such financing statements and/or other security instruments deemed necessary by ConnectUs. ConnectUs shall release such filings upon full payment of all applicable invoices for such Products. Where ConnectUs installs parts, performs service on, and/or stores any merchandise, equipment or property owned by the Transacting Party or others on behalf of or at the Transacting Party’s request, the Transacting Party agrees that such installation, service and/or storage shall create a lien against such merchandise, equipment or property and ConnectUs shall be entitled to repossess and/or hold said until payment in full has been received by ConnectUs.
13. Export Shipments
All Products shall be delivered and packed in accordance with ConnectUs’s standard domestic packing methods, unless export packing is expressly ordered, in which case special packing requirements must be specified. ConnectUs does not assume responsibility for obtaining any export or import license or certificate, if required. Export shipment is subject to ConnectUs’s ability to ship under the laws and/or regulations of the United States and other governments. ConnectUs reserves the right to cancel any order, whether or not previously acknowledged, without liability, if at the time of the sale or shipment said shipment is subject to restrictions or prohibitions by any governmental agency or department of the United States or of any foreign country claiming jurisdiction over the shipment’s transit route or destination.
If delivery is delayed at the request of Transacting Party: (i) payment shall be made by Transacting Party as though shipment has been made as specified and for any expenses incurred by ConnectUs due to such delay in shipment, (ii) Transacting Party shall bear all risk of loss, damage or destruction of the Products, for any reason, and shall be solely responsible for insuring the Products at all times, and (iii) Transacting Party shall be responsible for reasonable storage charges until shipment is completed. In the event Transacting Party fails to authorize delivery by the agreed upon delayed delivery date, the order may be subject to cancellation, without refund, unless otherwise agreed to in writing by ConnectUs.
To the fullest extent permitted by law, the Transacting Party agrees to indemnify and hold harmless ConnectUs and all of its agents and employees, from all claims, damages, losses, liabilities, actions, causes of action, costs, fines and expenses, including, but not limited to, interest, penalties, reasonable attorney’s fees and expenses, and all other amounts reasonably incurred in investigation, defense or settlement of any of the foregoing, arising out of, relating to, or resulting from, any act or failure to act pursuant to any invoice, any written or oral agreement and these Terms and Conditions, including to the extent caused solely by the gross negligence of ConnectUs or its employees.
All clerical errors are subject to correction. None of the Transacting Party rights under these Terms and Conditions shall be assigned or transferred by the Transacting Party to any other person or entity, whether by operation of law or otherwise, without ConnectUs’s prior written approval. The failure of ConnectUs to enforce any rights under these Terms and Conditions or any other written or oral agreement shall not constitute a waiver of any such rights, or any other rights, under these Terms and Conditions or otherwise. Any invoice, agreement and these Terms and Conditions, as set forth herein, or as changed or modified by written instrument executed by persons duly authorized by ConnectUs and the Transacting Party, shall constitute the entire agreement between ConnectUs and the Transacting Party. All of the provisions of these Terms and Conditions are separate and severable. If any of the provisions hereof are held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision hereof.
17. Choice of Law; Venue; Waiver of Jury Trial
ANY INVOICE TO WHICH CONNECTUS IS A PARTY, ANY AGREEMENT TO WHICH CONNECTUS IS A PARTY AND THESE TERMS AND CONDITIONS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, NOTWITHSTANDING ANY CONFLICT OF LAW PROVISION TO THE CONTRARY. IN ADDITION, ALL DISPUTES ARISING UNDER ANY INVOICE AND/OR THESE TERMS AND CONDITIONS AND/OR RELATED TO ANY DISPUTE BROUGHT BY ANY TRANSACTING PARTY IN WHICH CONNECTUS IS A NAMED PARTY SHALL BE RESOLVED IN THE STATE COURTS OF THE COMMONWEALTH OF PENNSYLVANIA, SPECIFICALLY THE COURT OF COMMON PLEAS OF MONTGOMERY COUNTY, PENNSYLVANIA, OR IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO ANY INVOICE, THESE TERMS AND CONDITIONS OR THE TRANSACTIONS CONTEMPLATED HEREBY.
BY PURCHASING PRODUCTS, USING SERVICE OR OTHER SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM.
19. Contact Us
By email: firstname.lastname@example.org