Terms & Conditions
The terms and conditions which follow control your legal rights with respect to all products and Services purchased from Sagent, LLC d/b/a Sagent (“Sagent”). All Products are sold by Sagent and purchased by you. You may have additional rights under the laws of your state. By placing an order on the Sagent website, submitting a purchase order, or placing an order over the phone or via email, you agree to be bound by and accept these terms and conditions ("Agreement"). Sagent reserves the right to alter these terms and conditions of the Agreement at any time, without prior notice to you.
As used in these terms and conditions, the term "Products" collectively refers to all equipment, accessories, parts, services, software, consumables and supplies ordered from Sagent, including new Products, refurbished Products, “New Surplus” Products (unused Products that have been previously sold but are in their original box) and de-installed (“De-Installed”) Products.
2. PRICING AND ORDERS.
Prices are in U.S. Dollars and are exclusive of taxes, shipping, and insurance. Sagent’s quotations are for budgetary purposes only. Actual sales prices and availability may change from Sagent’s quotation. All orders are subject to acceptance by Sagent. You may not cancel or reschedule an order without Sagent’s consent, which consent may be given or withheld by Sagent in its sole discretion. Availability of Products on hand is subject to change prior to shipping. All terms of sale are stated in America ’s quotation and this Agreement (collectively the “Purchase Terms”). You warrant and represent that the terms of any Purchase Order or other purchase documentation from you are superseded by this agreement and (1) shall be null and void and of no effect; and (2) will not alter or add to the Purchase Terms in any respect.
Unless you provide Sagent with a valid and correct tax exemption certificate applicable to your purchase and the ship-to location, you are responsible for any and all state and local sales, use, excise, privilege, import and other taxes and duties associated with the order. In addition, any personal property taxes or similar taxes or assessments against the Products or on account of materials segregated for you and being held by Sagent at your request shall be paid by you. All such taxes, duties or assessments shall be separately itemized on Sagent’s invoice and paid by you. In the event Sagent is required to pay any tax or duties that are your obligation under this Agreement, you shall immediately reimburse Sagent for such payment plus interest on such amount at the rate of 1.5% per month from the date paid by Sagent. Sagent shall be under no obligation to contest the validity of any taxes, duties or assessments or to prosecute any claims for refunds or returns.
4. PACKAGING; SHIPPING AND DELIVERY; TITLE; RISK OF LOSS.
Unless otherwise specified, prices include packaging and crating. Packaging will be performed in accordance with Sagent’s standard commercial practices for domestic shipments. Shipping and handling charges are in addition to the Product prices unless otherwise stated at the time of sale. Unless otherwise agreed in writing, all shipments shall be FOB Origin Sagent’s warehouse(s), and Product title shall pass to you upon delivery to the carrier at such point. Sagent may ship Products to your place of business by such means as Sagent shall select if you do not provide adequate shipping instructions at least five (5) days before the shipment date. You accept all risk of loss or damage thereto, upon delivery of Products by Sagent to a carrier, shipper, forwarding agent, transporter, or Government mailbox or post office, whether selected by you or Sagent. In no event shall Sagent be responsible for any Products after delivery to such shipping location. You are responsible for insuring all shipments against loss, damage or destruction unless otherwise agreed to in writing by Sagent. Products are customer-installable unless installation is expressly included in the Product description or added as a separate item on an order.
You must pay for all Products prior to shipping. If you establish a consistent business payment history have an approved and current credit application on file with Sagent, then Sagent may in its sole discretion extend credit terms to you, including COD company check or terms up to Net 30 days. “Net 1 Day” terms mean FULL AMOUNT OF INVOICE IMMEDIATELY DUE UPON RECEIPT. If you have a PAST DUE invoice you will automatically be placed on prepayment terms. Outstanding balances not received within the agreed payment terms shall also be subject to a finance charge of 1.5% per month (but no greater than the maximum rate allowed by law) of the outstanding balance. You agree to pay any expenses incurred by Sagent in collecting such unpaid balance and finance charges, or in recovering possession of the Products, including reasonable attorney fees, expenses, and court costs. You hereby agree to grant a Purchase Money Security Interest (“PMSI”) in all Product sold to you until such time as Sagent has received full payment, and shall take all steps necessary to enable Sagent to perfect said PMSI, including filing all required liens.
Sagent reserves the right at any time to alter or suspend credit, or to change credit terms provided herein, when in its sole opinion your financial condition so warrants. In such case, in addition to any other remedies herein or by law provided, Sagent may require cash payment or satisfactorily security from you before shipment, or Sagent may, at its option, defer further shipments to you until you reestablish satisfactory credit, cancel the unshipped portions of the order without any liability for failure to ship, or make shipments to you on a prepayment or COD basis. Payments made by trade acceptances, notes, securities, postdated checks, etc., are unacceptable unless first approved in writing by Sagent.
Orders placed under this Agreement may only be cancelled only if Sagent agrees to accept such cancellation in writing, and the effective date of such cancellation shall be the date of such acceptance. Upon acceptance of cancellation, Sagent shall commence efforts to terminate the purchase commitments relating to the order. By requesting a cancellation, you agree to be liable for the costs of terminating such commitments, as well for any lost profits of Sagent. You shall pay any such of cancellation charges upon receipt of statement of same. Cancellation charges shall not exceed the purchase price of the cancelled order. Sagent reserves the right NOT to accept cancellation requests (for example when Sagent has purchased equipment specifically to fill your order) and to charge additional cancellation fees.
Equipment Warranty: Sagent warrants that all New Surplus and De-Installed Products, when stored, installed and used under normal conditions, will function to the original manufacturers' written specifications for End Users: a period of twelve ( 12) months from the date of purchase, Resellers: a period of ninety (90) days. Sagent’s warranty does not cover misuse and/or damage due to improper installation and/or operation of the Products. Sagent provides no warranty for new or refurbished Products other than such warranty that may be provided directly by the Original Equipment Manufacturer or the refurbisher. Repair Services Warranty: Sagent warrants to you that the components used to repair or replace a Product will be free from substantial defect in material and workmanship under normal use given proper installation and maintenance for the warranty period referenced on the first page of this Quote. Warranty Remedies: If within the applicable warranty period you discover that warrantied Products are not functioning in accordance with the manufacturer ’s specifications, or if any Products that are damaged on arrival (“DOA”), you must contact your Sagent sales representative and request a Return Materials Authorization (“RMA”). Once an RMA is issued, Sagent will do one of the following at its sole option: 1) repair the Products, 2) replace the Products, or 3) issue a refund or credit memo. For an RMA to be honored for DOA Product, the Product must be returned to Sagent in the same condition and packaging in which it was received by you. Sagent affixes its own specific tamper proof reference label to each Product sold for warranty administration. Should you remove or tamper with Sagent’s label, the RMA will not be honored. All costs of shipping, insurance, and risk of loss arising in connection with performance of this warranty shall be borne by you. To the extent allowed by local law, the remedies provided in this Limited Warranty Statement are your sole and exclusive remedies. TO THE EXTENT ALLOWED BY LOCAL LAW, EXCEPT FOR THE OBLIGATIONS SPECIFICALLY SET FORTH IN THIS WARRANTY STATEMENT, IN NO EVENT SHALL SAGENT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The limitations set forth herein shall not be affected by the failure of the repair and replacement remedy provided hereinabove. In no event shall you, your successors, assigns, customers or users of the Products commence any action against Sagent arising out of the sale, delivery or use of the Products and regardless of the form of the action (whether in contract or tort) later than one (1) year after the cause of action has accrued. Any assertion by you of any rights under this warranty provision must be in writing and specify with particularity the alleged defects in the Products. THE ABOVE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESSED, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY AND SETS FORTH YOUR EXCLUSIVE REMEDY IN CONNECTION WITH SUCH WARRANTIES. IN NO EVENT SHALL SAGENT BE LIABLE FOR COLLATERAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS, LOSS OF DATA OR LOSS OF USE, ARISING OUT OF, OR CONNECTED IN ANY WAY WITH, THIS AGREEMENT OR ANY PRODUCTS OR SERVICES SOLD PURSUANT HERETO. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY.
You shall inspect all Products immediately upon their delivery to the shipping destination and shall provide written notice to Sagent at its principal place of business within twenty-four (24) hours of any claim that the Products do not conform to the items listed on the packing slip. Any such notice shall specify with particularity each alleged defect or nonconformity. If you fail to give such timely notice, the Products shall be conclusively deemed to conform to the terms and specifications of this Agreement and shall constitute an irrevocable acceptance of the Product except as indicated in Section 7 (Warranty) above. Any use by you of the Products other than solely for test purposes, or any alternation of the Products by you without Sagent ’s prior written consent, shall be conclusive and binding evidence that the Products conform to the terms and specifications of this Agreement. If you accept or are deemed to have accepted the Products as hereinabove provided, you shall not be entitled to later revoke such acceptance. In the event you timely reject the Products in accordance with the terms of this Agreement, you shall hold the Products without charge to Sagent for a reasonable time until Sagent provides you instructions with respect to the rejected Products. If you sell or dispose of the Products, such sale or disposition shall constitute an unequivocal acceptance of the Products notwithstanding any prior rejection of the Products.
10. EXCUSABLE DELAYS.
Sagent shall not be in default for failure to deliver or delay in delivery arising out of causes beyond its control and without its negligence, including, but not limited to: Acts of God or the public enemy; Acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, shortages of materials or suppliers, labor disputes, freight embargoes, delays in transit, and unusually severe weather. If the delay or failure to deliver is caused by a delay or failure of a subcontractor supplier of Sagent, and if such delay or failure arises out of causes beyond the control of Sagent, Sagent shall not be liable in damages nor shall Sagent be in default hereunder, unless the material or services to be furnished by the subcontractor or supplier were obtainable from other sources in sufficient time to permit Sagent to meet the required delivery schedule using reasonable effort. Any of the above excusable delays shall not terminate this Agreement, and Sagent shall deliver the Products as promptly as practical thereafter. The time of the delivery set forth in the Agreement shall be extended, in the event of any change order or request for modification required by you, for such period as is reasonably necessary for Sagent to comply with any such change order or request for modification. In the event of a failure to deliver the Products in a timely manner, you shall not have any right to procure Products from any other source except at your sole expense, provided, however, that after payment to Sagent of the contract price for any completed Products and work in process, according to the terms of this Agreement, you may procure such Products or portions thereof with Sagent ’s written approval, and at your expense, the price of which shall not exceed the amount still owing under this Agreement after required payments for such completed Products and work in process that have been subtracted there from. Your acceptance of late delivery Products shall constitute complete and satisfactory performance by Sagent.
If you fail to comply with any of the provisions of this Agreement, become the subject of a proceeding under state or federal law for relief of debtors, or make an assignment for the benefit of creditors, Sagent shall have the right to hold you in default and, in addition to any other rights it may have, may cancel this Agreement in whole or in part.
The rights and remedies provided Sagent herein shall be cumulative, and in addition to any other rights and remedies provided by law or equity. Sagent’s failure to insist upon strict performance of any provision of this Agreement shall not be deemed to be a waiver of Sagent’s rights or remedies, nor a waiver by Sagent of any subsequent default by you in performance of compliance with any of the terms of this Agreement.
13. LIMITATION OF LIABILITY.
Sagent shall not be liable for any exemplary, indirect or consequential damages (including loss of goodwill, revenues or profits) suffered by your, any customer of yours or any user of the Products resulting from the non-delivery, use or inability to use the Products, integration of the Products with equipment not provided by Sagent and/or from any other cause whatsoever, even if Sagent has been advised of the possibility of such damage. Sagent ’s maximum total liability under this Agreement for actual, exemplary, incidental, proximate and/or consequential damages or expenses arising from any breach or breaches of warranty or failure to deliver the Products in conformance with this Agreement (regardless of the form of action, whether in contract or in tort) shall not exceed the least of: (i) the amount you have paid to Sagent for the Products that relate to the claim, or (ii) the amount of your actual damages, or (iii) in the case of property damage or personal injury, the amount of such damages covered by Sagent ’s liability insurance. The period of the foregoing liability shall not extend beyond the warranty period under this Agreement. Your remedies and measure of damages as set forth in this Agreement shall be exclusive.
14. CHOICE OF LAWS AND DISPUTES.
The laws of the State of Texas shall govern the formation, performance, and construction of this Agreement. Any legal action or proceeding with respect to this Agreement or arising out of this Agreement shall be brought and maintained exclusively in the appropriate court of the State of Texas in and for the County of Dallas, and Sagent and you hereby each accept for itself and in respect of its property, generally and unconditionally, the personal and subject matter jurisdiction of said court. Sagent and you each hereby irrevocably waive any objection that it may now or hereafter have to the laying of venue in any action or proceeding arising out of or in connection with this purchase order in such court that any action or such proceeding brought in such court has been brought in an inconvenient forum. In the event any action is instituted to enforce or interpret this Agreement or arising out of this Agreement or any purchase order relating to this Agreement, the prevailing party shall be entitled to all costs and legal expenses including, without limitation, reasonable attorneys’ fees, expert witness fees, accountants’ fees and court costs.
15. CONFORMANCE WITH LAW.
You assume all responsibility for conformance of the Products with laws, rules, regulations and ordinances of any governmental or quasi-governmental agency applicable to the use or operation of the Products.
This Agreement constitutes the complete and final expression of the agreement of the Parties and is intended as a complete and exclusive statement of the terms of their agreement and supersedes all prior and contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. This Agreement may be amended only by the written agreement of both parties. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the remainder of the Agreement shall remain in full force and effect and shall in no way be impaired. The failure of a Party to insist upon strict compliance with any term of this Agreement or the failure to assert any right the party may have hereunder shall not be deemed a waiver of such provision or right or any other provision or right of this Agreement. You may not assign this Agreement, or any portion thereof without the express prior written consent of Sagent. Subject always to the foregoing, this Agreement insures to the benefit of, and is binding upon, the heirs, legatees, personal representatives, successors and assigns of the parties hereto. In no event shall assignment relieve you of liability for performance of the obligations imposed by this Agreement. No agent, employee, or representative of Sagent has any authority to bind Sagent to any affirmation, promise, representation or warranty concerning the Products, and any such affirmation, promise, representation or warranty shall be of no force or effect unless set forth in this Agreement.
Terms and Conditions
Prompt acceptance of this Purchase Order by returning an accepted copy hereof is requested, but, in any event, any delivery hereunder or any acknowledgment shall constitute an acceptance hereof and of all its terms. This Purchase Order is a final and exclusive statement of the agreement between the parties and may not be modified, supplemented, explained or waived by parol evidence. Any contrary or additional terms proposed by Seller by acknowledgement or otherwise are rejected. Any reference in this Purchase Order to Seller's proposal or quotation are only to describe the goods or services covered hereby and do not constitute an acceptance of any terms set forth therein.
2. PERFORMANCE BY SELLER
A. Time is of the essence for this Purchase Order and it is essential it be performed on the specified date(s) on the face hereof. Upon default by Seller in time, rate or manner of delivery, Buyer reserves the right to cancel this Purchase Order and purchase elsewhere, holding Seller accountable for any loss caused thereby. Buyer also reserves the right to refuse shipments made in advance of the schedule of deliveries appearing on the face hereof. Delivery shall not be deemed complete until the goods are received and subsequently accepted by Buyer, notwithstanding any agreement to pay freight or other transportation charges. The risk of loss or damage in the course of delivery shall be upon Seller, unless specifically provided herein. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or by this Purchase Order. Whenever any delay (or any threatened delay) in delivery is foreseeable, Seller shall immediately notify Buyer of such delay but no such notice shall affect the rights of Buyer hereunder. B. Seller represents and warrants the goods and services furnished hereunder shall be merchantable, free from defects, shall conform to any applicable specification required by Buyer, shall be fit and sufficient in all respects for the intended purposes thereof, and shall meet all standards of all federal, state and local safety and health requirements. Seller further represents and warrants that the goods and services furnished hereunder do not and will not violate or infringe any patent, trademark, copyright, trade secret or other intellectual property rights of any person and, if applicable, may be refurbished for sale in the United Stated. Seller further represents and warrants that any goods furnished hereunder that are new or used inkjet or toner cartridges were collected by Seller or its agents solely within the United States, and were sold by the OEM or use in the United States. Notwithstanding anything to the contrary, Buyer does not agree to purchase any new or used inkjet or toner cartridges that cannot be refurbished for resale within the United States. Any or all goods and services not complying with the requirements hereof, may be returned at Seller’s risk and expense, including transportation both ways, for prompt correction of defects in addition to any other rights and remedies provided by law or this Purchase Order. Payments by Buyer shall not constitute acceptance nor waive any rights of Buyer hereunder. C. Seller may not assign this Purchase Order or subcontract any substantial part of the performance or work other than for standard commercial supplies. D. Seller will comply with all laws, rules and regulations of each jurisdiction applicable to the provision of goods and services hereunder ("Laws"), including, without limitation, all Laws relating to employment practices, environmental protection, product design, manufacture and labeling, health and safety, transportation and otherwise. E. Seller shall defend (if requested by Buyer), indemnify and hold harmless the Buyer and its customers from and against all claims, liabilities, lawsuits and penalties, including all attorney ’s fees and other expenses, which result, directly or indirectly, from any of the following (i) personal injury or death or property damage or destruction arising out of alleged defects in material, workmanship or design of the goods or services furnished hereunder, (ii) violations of federal, state or local safety or health requirements arising out of the use or resale of goods or services furnished hereunder, (iii) the infringement by any or all goods and services furnished hereunder of any patent, trademark, copyright, trade secret or other intellectual property rights of any person and (iv) any violation of any Law that is applicable to the provision of the goods or services furnished hereunder or any sale or use thereof.
Prices indicated on the face of this Purchase Order are firm. Any changes in price resulting from specification charges initiated by Seller must be authorized in writing by Buyer. Seller warrants that the prices charged for the items covered by this Purchase Order will be as low as the lowest prices charged by Seller to any of its customers purchasing similar items in the similar quantities and under like circumstances. Except as may be otherwise provided in this Purchase Order, prices include all Federal, State and local taxes in effect on the date of shipment. Seller agrees to pay any taxes imposed by law upon or on account of the goods ordered hereunder. Unless otherwise specifically provided herein, no charges for transportation, packing, crating, cartage, storage or containers shall be allowed.
Within twenty four (24) hours after shipment of goods, Seller shall mail to Buyer two (2) copies of packing slip and a Bill of Lading, Express Receipt or Parcel Post Receipt, together with a separate invoice for each Purchase Order, all bearing the Buyer's Purchase Order number.
Buyer may at any time by written notice make changes within the general scope of this Purchase Order. If any such change affects the time for or cost of performance, an equitable adjustment shall be made in the delivery schedule, purchase price, or both, but only by agreement of the parties. All claims by Seller for adjustment under this clause must be asserted, in writing and in full, within ten (10) days from the date of notification of the change or shall be waived. Nothing herein shall excuse Seller from proceeding with the Purchase Order as changed. No adjustments shall be effective except pursuant to written changes pursuant to this clause.
6. TITLE AND RISK OF LOSS
Seller shall bear the risk of loss and damage to all items to be supplied hereunder until final acceptance by Buyer.
7. BUYER'S PROPERTY
A. Buyer retains title to all drawings, designs, specifications, technical data and materials furnished to Seller for use with this Purchase Order and the same shall be treated as Buyer's confidential information, shall be used by Seller only to complete this Purchase Order and shall be returned upon completion or termination of this Purchase Order, along with all copies or reproductions thereof, provided copies or reproductions shall be made only with Buyer's written consent. B. Seller hereby assigns to Buyer all right, title and interest for the entire world in and to any invention conceived or first actually reduced to practice during performance of this Purchase Order or arising out of actions related thereto. Seller will promptly furnish Buyer written disclosure of any such invention and cause to be executed and acknowledge any document required to secure patent protection therefor.
All items called for under this Purchase Order are subject to "in process" inspection by Buyer or its designees at any place where work thereon is being performed. Seller agrees to provide, and to require its sellers to provide, all reasonable facilities and assistance for such inspection. Notwithstanding any such preliminary or "in process" inspection, or any F.O.B. point specified, all items are subject to final acceptance by Buyer.
9. SET OFF
Buyer shall have the right at any time to set off any amount owing from Seller to Buyer (or any associated or affiliated companies) against any amounts due and owing to Seller (or any associated or affiliated companies) including with respect to this Purchase Order or any subsequent Purchase Order.
10. INDEPENDENT CONTRACTOR
Seller's relationship to Buyer in the performance of this Purchase Order is that of an independent contractor. Seller shall have no power or authority to bind Buyer for any purpose. Neither Seller nor any of the persons furnishing goods or services for this Purchase Order are employees of Buyer.
A. Buyer may at any time terminate this Purchase Order, in whole or part, by written notice, whereupon Seller shall terminate work pursuant to the terms of such notice. To the extent, this Purchase Order covers items normally carried in inventory by Seller (as distinguished from items specially made to Buyer's specifications), Buyer shall have no liability for any termination of this Purchase Order. Buyer's liability for termination of this Purchase Order without cause shall be limited to actual out of pocket expenses directly incurred by Seller for materials purchased to fulfill this Purchase Order that Seller is unable to return or use for any purpose other than filling Buyer's order. B. Buyer may, at its option, cancel this order without any liability to Seller in the event Seller shall cease to exist or becomes insolvent or becomes the subject of bankruptcy or insolvency proceedings, makes a general assignment for the benefit of its creditors or commits a material breach in the performance of any part of its obligations hereunder or under any other agreement with Buyer or any of Buyer's parents, subsidiaries, divisions or affiliates. C. Buyer shall not be liable for failure to take delivery of any goods or services or render any other performance in the event fire, accidents, labor difficulties, government actions, third party failures or any other conditions beyond Buyer's reasonable control render it commercially impractical for Buyer to do so.