GENERAL TERMS & CONDITIONS OF SALE
These General Terms & Conditions of Sale (“Terms”) govern your purchases. “Inaru” means Inaru Valley, Inc, for itself and on behalf of its affiliates.
Purchase of Products
You are responsible for ensuring the accuracy of your purchase order (“Order”) for Inaru products (“Products”).
You have the right to cancel your Order within twenty-four (24) hours from the time of your order (“Cooling Off Period”). You must communicate this cancellation request, in writing, to your applicable Inaru representative. After the Cooling Off Period, all Orders are irrevocable and unconditional, and Inaru will be entitled (but not obliged) to process such Order(s) without your further consent and without any further notice to you.
Inaru’s reservation of rights: All Orders will be subject to Inaru’s acceptance in its sole discretion and each Order accepted by Inaru, together with the invoice(s), will each be a separate “Customer Contract” or “Purchase Order” You acknowledge that unless you receive a notice from Inaru confirming your Order, there is no contract between Inaru and you.
Customer’s acknowledgement
You acknowledge and warrant that you have not relied on any term, condition, warranty, undertaking, inducement, or representation made by or on behalf of Inaru which has not been stated expressly in a Customer Contract or upon any descriptions or illustrations or specifications contained in any document including any catalogues or publicity material and agree that to the extent allowed under applicable law, the exclusion of warranties, liabilities and exclusion of remedies in these Terms and any related Customer Contract allocate risks between the parties and permit Inaru to provide the Products at lower prices than Inaru otherwise could and you agree that such exclusions are reasonable.
Intellectual Property: You will not remove or alter the trademarks, logos, copyright notices, serial numbers, labels, tags or other identifying marks, symbols or legends affixed to any Products or attempt to private label the Products. You further agree that any and all intellectual property embodied in or relating to the Products will remain the sole and exclusive property of Inaru or its licensors.
Delivery of Products
- Address: Delivery of the Products will occur at the address you specify in your Order and will be made either by Inaru or by Inaru’s agent(s).
- Shipping & packing charges: Shipping and packing charges will be as agreed to between you and Inaru.
- Delivery timeframe: You acknowledge that delivery of the Products is subject to availability of the Products and potential supply chain disruptions. Inaru will make every reasonable effort to deliver the Product to you within the applicable delivery timeframe. All delivery timeframes given are estimates only and delays can occur. If the delivery of your Product is delayed, your Product will be dispatched as soon as practicable. The time for delivery will not be of the essence, and neither Inaru nor its agents will be liable for any delay in delivery (regardless of the reason), including no liability for any fines or fees.
- Deemed receipt: If you do not receive the Product by the projected delivery date and, provided that you inform Inaru within 3 days of such projected delivery date, Inaru will try, to the best of Inaru’s ability, to locate and deliver the Product. If Inaru does not hear from you within three (3) days of such projected delivery date, you will be deemed to have received the Product subject to your rights under applicable law.
- Customer’s failure to take delivery: If you fail to take delivery of the Products, you will remain responsible for those Products. Inaru or its agents will safely keep the Products for a commercially practicable period until delivery is made. After the lapse of such period, the Product is deemed abandoned by you, and Inaru will determine the disposition of the Product, at its sole discretion and at your sole cost.
Prices of Products
List Price: The price for the Products will be the applicable list price (“List Price”), net of any applicable discounts, allowances, or surcharges.
Taxes: All List Prices are subject to taxes, unless otherwise stated in the applicable invoice. Inaru reserves the right to amend the List Prices at any time without giving any reason or prior notice.
Payment Terms
General: You may pay for the Product using any of the payment methods prescribed by Inaru from time to time.
Payment methods: You agree that you are subject to the applicable user agreement of your chosen payment method. You may not bring a claim against Inaru for any failure, disruption or error in connection with your chosen payment method. Inaru reserves the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to you or giving any reason.
Invoicing: Upon delivery of Product to you, Inaru will issue an invoice for the amount of the Products delivered. Payment will be due in accordance with the terms of the applicable invoice.
Failure to pay: If you fail to make any payment or payment is cancelled for any reason, then without prejudice to any other right or remedy available to Inaru, Inaru will be entitled to cancel the Order or suspend delivery of the Products until payment is made in full.
No Returns/Non-Conforming Deliveries
Return Policy: You may not return any Product to Inaru without a written authorization form from Inaru. Returns may be subject to restocking fees.
Credit Memo for Non-Conforming Delivery: At the point of delivery, you must notify Inaru of any non-conforming delivery by noting such non-conformity on the delivery documents (e.g., bill of lading) with the carrier; Inaru will not accept a notation of “subject to count” on the delivery documents. Within forty-eight hours from the date of delivery, you must notify Inaru of any hidden non-conforming Product that you did not identify at the point of delivery.
A non- conforming delivery occurs if you: (a) receive a product that does not conform to the specifications; (b) receive damaged Product; (c) receive the wrong Product; or (d) received Product that has missing items. Inaru will issue you a credit memo upon review and verification by Inaru, and you will have no further claim against Inaru. If a reshipment is necessary due to a carrier issue, the reshipment will be charged to Buyer according to packaging instructions agreed upon with the Buyer and if the claim on the original package is received, compensation will be credited to Buyer.
Title and Transfer of Risk Title, and therefore risk of damage to or loss of the Products will pass to you upon delivery of the Product to the carrier.
Cancellation by Inaru: Inaru may stop delivery of any Products in transit, suspend further deliveries to you and/or terminate any Order with immediate effect by written notice to you if any of the following events occur: (a) Products under the Customer Contract being unavailable for any reason; (b) you are in breach of an obligation under the Customer Contract; (c) you pass a resolution for winding up or a court of competent jurisdiction makes an order for your winding up or dissolution; a receiver is appointed; or you make an arrangement with your creditors or apply to a court of competent jurisdiction for protection from your creditors.
Warranties and Limitations on Liability
To the extent permitted by law, the contractual liability of INARU for any Order shall be limited to the total amount paid or owed for such Order. In no case shall INARU, its directors, officers, employees, contractors, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, arising in contract or in tort. Buyer agrees to indemnify, defend and hold harmless INARU and their parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of Buyer’s breach of these T&Cs, or its violation of any law or the rights of a third-party.
General
Right to subcontract: Inaru may delegate and/or subcontract any of its rights or obligations under these Terms.
Governing law: All matters arising out of or relating to these Terms are governed by and construed in accordance with the laws of the United States, without giving effect to any choice or conflict of law provision or rule. You agree to the exclusive jurisdiction of the Courts of the Puerto Rico and agree that the court of proper venue for any dispute arising under a Customer Contract will be in San Juan, Puerto Rico. No course of dealing, usage of trade, or course of performance shall be applicable to any Customer Contract. The 1980 United Nations Convention on Contracts for the International Sale of Goods will not apply to any Customer Contract including Quotes or Purchase Orders.
Force Majeure. Any delay or failure of either party to perform its obligations will be excused to the extent that the delay or failure was caused by an event beyond such party’s reasonable control, without such party’s sole fault or negligence and that by its nature could not reasonably have been foreseen, if it could reasonably have been foreseen, was not reasonably avoidable. INARU shall give Buyer prompt written notice of any event or circumstance that is reasonably likely to result in a Force Majeure event and the anticipated duration of such Force Majeure event, if determinable.
Severability. In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms.