Terms and Conditions

1. Terms of Sale/Acceptance. Purchase by Buyer of any products shall be subject to and expressly limited by the terms and conditions contained herein. If additional or different terms are proposed by Buyer, such additional or different terms shall be void and of no effect.

ACCEPTANCE OF ANY OFFER MAY ONLY BE MADE ON THESE EXACT TERMS AND CONDITIONS. IF ADDITIONAL OR DIFFERENT TERMS ARE PROPOSED BY BUYER, SUCH ADDITIONAL OR DIFFERENT TERMS SHALL NOT BECOME A PART OF THE CONTRACT FORMED BY BUYER'S ACCEPTANCE OF ANY OFFER.No changes to, or waiver of, any of these terms and conditions shall be effective unless in writing and signed by both parties. Both parties acknowledge and agree that these terms and conditions supersede the terms and conditions of any purchase order or other documentation used by Buyer, but that Buyer may place orders by use of purchase orders or other documentation for convenience purposes only. Notwithstanding the foregoing, 889 Global Solutions reserves the right at any time to amend these terms and conditions, and Buyer shall be deemed to accept such amended terms and conditions by ordering products herein offered after the date of such amendment. Additional special terms and conditions of 889 Global Solutions may be applicable with respect to certain products.

2. Prices, Taxes and Payment. All prices in the purchase order are confirmed as of the date of acceptance by 889 Global Solutions. 889 Global Solutions reserves the right to change the prices and specifications of its products at any time with notice to and acceptance by Buyer within a reasonable time (e.g., price of raw materials fluctuates from time of quote to PO submission). Any tax, duty, custom or other fee of any nature imposed upon the products, their sale, transportation, delivery, use or consumption shall be as agreed on the purchase order or as agreed prior to the acceptance of the purchase order.

Payment terms are as stated on the purchase order or as agreed between Buyer and 889 Global Solutions before the acceptance of the purchase order. Buyer's obligation to pay outstanding invoices and all other amounts is absolute and unconditional and is not subject to any abatement, reduction, set-off, defense, counterclaim, interruption, deferment, or recoupment for any reason whatsoever.Balances remaining unpaid at due date are subject to an interest charge of 1.5% per month or the highest rate permitted by law, whichever is lower, until paid. Any disputed amounts should be reported immediately and remitted with the undisputed amount by the payment due date. If 889 Global Solutions agrees with the billing dispute, 889 Global Solutions will credit Buyer the amount of the agreed-upon billing dispute. All billing disputes must be made within three (3) months of the applicable invoice date or will be deemed to be waived.889 Global Solutions reserves the right in its sole discretion to require C.O.D. payment terms from any Buyer at any time and may refuse to sell and/or withhold further shipment until all overdue balances are made current. Buyer shall be liable for, and shall reimburse 889 Global Solutions for all costs and expenses it may incur in connection with collection of any amounts owed to 889 Global Solutions for products ordered by Buyer, including without limitation, attorneys' fees and costs, court costs, cost of collection agencies, etc.

3. Minimum Order Quantity. All products must meet a minimum order threshold of $15,000 per order unless agreed upon.

4. Delivery and Shipment. Delivery terms are D.D.P(Delivered Duty Paid) or otherwise agreed between parties prior to 889 Global Solutions’ acceptance of the purchase order. Title of products shall pass to Buyer from 889 Global Solution when the product is delivered to Buyer’s designated destination. 889 Global Solutions will make reasonable efforts to ship the products in accordance with the requested delivery date of Buyer, provided that 889 Global Solutions accepts no liability for any losses or for general, special, or consequential damages arising out of delays in delivery. When expedited transportation, specialized service, or alternate transportation modes are specified, or requests made are inconsistent with efficient distribution practices, an additional charge to cover the premium expense will be added to the invoice. Inside deliveries or multiple deliveries are subject to additional charges based on current common carrier rates or hourly rates. 889 Global Solutions will provide proof of delivery upon request.

5. Inspection/Acceptance of Products. Buyer shall be responsible for inspection all products shipped prior to acceptance. The products shall be deemed to have been accepted by Buyersome text
   1. if Buyer has not given 889 Global Solutions a written notice of rejection within thirty (30) days following receipt by Buyer; and/or
   2. (ii) if Buyer starts to further process the products. Example of further processing includes using the products in Buyer’s assembly or manufacturing process.

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6. Warranties. 889 Global Solutions warrants to the original Buyer that each product distributed by 889 Global Solutions, when delivered, conforms to the specifications for such product. All warranty claims must be made by written notice to 889 Global Solutions no later than six (6) months from the date of shipment unless dated otherwise. 889 Global Solutions’ warranty hereunder shall not apply if: (i) a product is altered or modified in Buyer's assembly or manufacturing process, (ii) any repairs, alterations or other work has been performed by Buyer or others on such item, other than work performed with 889 Global Solutions' authorization and according to its approved procedures; or

(iii) the alleged defect is a result of abuse, misuse, improper maintenance, accident or the negligence of any party.The warranty set forth herein is conditioned upon proper storage, installation, use and maintenance in accordance with applicable written recommendations of 889 Global Solutions. The warranty furnished hereunder is limited to the provided component itself and does not extend to damage to items purchased hereunder resulting in whole or in part from the use of components, accessories, parts or supplies not furnished by 889 Global Solutions.Buyer's sole remedy in the event of a breach by 889 Global Solutions of any of the warranties contained herein shall be, at 889 Global Solutions' option, either the repair or replacement by 889 Global Solutions of the defective product or the reimbursement to Buyer of the purchase price Buyer paid for such defective product. Buyer shall provide labor for the removal of the defective component or item and installation of its replacement at no charge to 889 Global Solutions. Buyer shall bear all risk of loss or damage to returned goods while in transit. In the event no defect or breach of warranty is discovered by 889 Global Solutions upon receipt of any returned item, the item will be returned to Buyer at Buyer's expense and Buyer will reimburse 889 Global Solutions for the transportation charges, labor and associated charges incurred in testing the allegedly defective item.EXCEPT AS EXPRESSLY PROVIDED HEREIN, 889 GLOBAL SOLUTIONS MAKES NO WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED WITH RESPECT TO ANY PRODUCTS, PARTS OR SERVICES PROVIDED BY 889 GLOBAL SOLUTIONS INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PRODUCTS OR COMPONENTS DISTRIBUTED, BUT NOT MANUFACTURED, BY 889 GLOBAL SOLUTIONS ARE NOT WARRANTED BY 889 GLOBAL SOLUTIONS AND BUYER MUST INSTEAD RELY ON THE REPRESENTATIONS AND WARRANTIES, IF ANY, PROVIDED DIRECTLY TO BUYER BY THE MANUFACTURER OF SUCH PRODUCT OR COMPONENT. THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY IS LIMITED TO THE REMEDIES PROVIDED IN THIS SECTION (6). 889 GLOBAL SOLUTIONS SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR ANY OTHER INDIRECT DAMAGES RESULTING FROM ECONOMIC LOSS OR PROPERTY DAMAGE SUSTAINED BY BUYER FROM THE USE OR SALE OF ITS PRODUCTS.

7. Returned Goods Policy. After acceptance, all sales of products shall be final. 889 Global Solutions may, in its sole discretion, authorize product returns in appropriate circumstances, subject to such conditions as 889 Global Solutions may specify. Any such return is subject to the express prior authorization of 889 Global Solutions. The Buyer should notify the respective sales representative or project managers via telephone or email to submit NCR (non-conformance report) that 889 Global Solutions will either authorize or deny the request for return. Only items appearing on an approved NCR Form are acceptable for return. Unauthorized returns will not be accepted. All authorized returned goods must be shipped Freight prepaid to the location indicated on the NCR Form, except 889 Global Solutions will pay freight costs for product shipped-in-error. No returns will be authorized after thirty (30) days from receipt of the product by the Buyer. All returns are subject to a handling & restocking charge, except for products shipped-in-error. Products authorized for return must be in their original unopened packaging to receive credit unless otherwise agreed.

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8. Purchase Order Changes: Buyer may have right to make changes to a purchase order, including changes to drawings, designs, configurations, specifications, quantities, methods of shipment or packing and delivery schedules or location of delivery, or any other changes that affect the scope or duration of the Services. If Buyer requests such a change, or if 889 Global Solutions notifies Buyer of issues or circumstances beyond the applicable scope of Services that may require a change, then the Parties shall negotiate promptly and in good faith a reasonable and equitable adjustment in the applicable scope, fees or deadlines. Unless Buyer directs 889 Global Solutions to stop work pending acceptance of such change, 889 Global Solutions shall continue work pursuant to the existing Purchase Order, Statement of Work or Order Form, and no change shall be implemented unless accepted in writing by both Parties.

Any and all such changes once agreed to and signed by the Parties will be reflected in written Change Orders, Amendments or Addenda to the applicable Purchase Order, Statement of Work or Order Form.If any such changes cause an increase or decrease in the cost of or the time required for performance of a Purchase Order, an equitable adjustment may, in 889 Global Solutions’ sole discretion, be made in the contract price and/or the delivery schedule. Any claim by Buyer for adjustment under this clause shall be deemed waived unless asserted in writing within ten (10) days from receipt by Supplier of the change.

9. Unfulfilled Purchased Order. For purposes of this section, an “unfulfilled purchase order” refers to an existing order or consigned product, which the Buyer has not paid in part or in full.

If the Buyer requests cancellation of an unfulfilled purchase order, the Buyer shall notify 889 Global Solutions in writing with instructions which must include whether to send or to dispose the remaining inventory and the method of sending or disposing the inventory, and any other related necessary information.889 Global Solutions shall then, within a reasonable time, to send the remaining inventory to the Buyer or dispose of the remaining inventory per the Buyer’s instruction. 889 Global Solutions shall issue invoice to the Buyer, covering any and all associated costs, if applicable, including materials purchased, manufacturing costs incurred, any associated and incurred inventory, freight, and/or warehousing costs, and any associated administrative costs. The Buyer shall pay for these costs within the earlier of (1) 90 days after the Buyer’s cancellation date; or (2) 60 days after the delivery date confirmed by 889 Global Solutions at time of accepting the order.Unless otherwise agreed upon by both parties, Consigned product in the Buyer’s inventory shall be invoiced, as per the payment terms stated in the purchase order, no more than 6 months from receipt of product.If the Buyer sends 889 Global Solutions the cancellation of the unfulfilled purchase order without any instructions on the remaining inventory within a reasonable amount of time, no more than 5 business days, 889 Global Solutions shall have the right of disposition for any remaining inventory and submit an invoice to the Buyer for costs incurred. The Buyer shall pay the amount invoiced within 90 days of the invoice date. This right of disposition does not prevent 889 Global Solutions from seeking other damages or rights allowable under this contract or under the law.

10. Technical Advice. 889 Global Solutions may, at Buyer's request, furnish technical assistance, advice, and information with respect to the products ordered, if and to the extent that such advice, assistance, and information is conveniently available. It will not, however, offer such assistance with the implementation of the component ordered regarding the final use of the product and ultimate use by the customer. It is expressly agreed that there is no obligation to provide such information, which is provided without charge, and at Buyer's risk. No agent, employee or other representative has the right to modify or expand 889 Global Solutions' standard warranty applicable to the products or to make any representations as to the products other than those set forth in 889 Global Solutions' product literature and any such affirmation, representation, or warranty, if made, should not be relied upon by Buyer. Buyer shall be solely responsible for making its own independent determination whether products ordered will suit its needs and intended uses, and should not rely upon any representations or warranties of 889 Global Solutions except for the express warranties provided in Section 6 above.

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11. Miscellaneous:

1. 889 Global Solutions will use its reasonable efforts to fill orders, but shall not be liable for nonperformance or delays caused by a shortage of raw materials, manufacturing problems, delivery, or labor problems, acts of regulatory agencies or judicial bodies, discontinuation of a product or product line, acts of God or third parties, or other causes beyond its reasonable control. In such events 889 Global Solutions may allocate products among all customers, without liability.
2. All transactions and agreements shall be governed by the laws of Ohio. Any dispute, controversy or claim arising out of or relating to these terms and conditions, or the sale of Product ("Claim") shall be settled by arbitration in Franklin County, Ohio in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The decision of the arbitrator(s) shall be final and binding upon the parties and judgment upon the award may be entered in any court having jurisdiction thereof.
3. 889 Global Solutions shall promptly deliver written notice or verbal, followed by written, notice of any recall of product. 889 Global Solutions shall replace, to the extent reasonably possible, any such recalled products as soon as practicable with comparable products not subject to such recall. Any product complaints shall be forwarded immediately to 889 Global Solutions at 614- 235-8889, and 889 Global Solutions shall process all customer complaints.
4. Buyer may not change, adulterate, obscure, remove or deface trademarks, tradenames or labels appearing on any product. Buyer does not have, nor shall claim to have any right, title or interest in or to any trademarks or trade names of 889 Global Solutions.
5. Buyer shall retain all documentation required to trace the distribution and sale of the products and shall comply with all other laws and regulations applicable to the marketing, distribution, sale and use of the products, including without limitation (i) the Food, Drug and Cosmetic Act, as amended, and the rules and regulations promulgated thereunder, (ii) the Foreign Corrupt Practices Act and any other applicable national, regional, state or local anti-corruption or anti- bribery laws and regulations, (iii) U.S. and other export controls (including deemed export and re-export) requirements, embargoes, sanctions and similar laws, regulations or requirements applicable to exports, and (iv) the requirements for notification of reporting discounts or other reductions in price under Section 1128(b)(3)(A) of the Social Security Act.
6. THE TOTAL LIABILITY OF 889 GLOBAL SOLUTIONS, FROM ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE PRICE PAID FOR THE PRODUCTS OUT OF WHICH SUCH CLAIM AROSE. 889 GLOBAL SOLUTIONS SHALL NOT BE LIABLE TO BUYER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING ANY DAMAGE FOR LOST PROFITS) ARISING OUT OF OR IN CONNECTION WITH FURNISHING OF PRODUCTS, PARTS OR SERVICES, OR THE PERFORMANCE, USE OF, OR INABILITY TO USE ANY PRODUCTS, PARTS OR SERVICES, OR OTHERWISE, WHETHER BASED IN CONTRACT, WARRANTY, TORT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY.
7. Any failure by 889 Global Solutions to enforce any of its rights hereunder shall not be deemed to be a waiver of such rights, and 889 Global Solutions may, at its option, from time to time, enforce any of its rights herein.
8. In all cases, all intellectual property rights in and to, and all technology relating to, the products supplied to Buyer, the design of the products and all improvements thereto or thereof, whether or not such product, design or improvement is made pursuant to Buyer's specifications or at Buyer's expense, shall be and remain the exclusive property of 889 Global Solutions.
9. Any knowledge or information which Buyer may disclose to 889 Global Solutions shall not be deemed to be confidential or proprietary information, and shall be acquired by 889 Global Solutions free from any restriction unless a confidentiality agreement is signed by 889 Global Solutions with respect to such information.