The terms and conditions set forth herein (“Agreement”) will govern the sale of all goods and services provided by INOVINOX USA, LLC (“Seller”) to the purchaser (“Buyer”). No modification nor addition(s) to these terms will be accepted by Seller unless agreed to in writing by an authorized representative of Seller. Any and all terms and/or conditions proposed by Buyer that are not specifically accepted by Seller in writing are hereby rejected in advance in their entirety.

Headings are included herein for convenience of reference only and shall not constitute a part of this general terms and conditions nor change its meaning.

Written quotations will remain open for 30 days from issuance unless stated otherwise, after which they shall expire and be of no further effect. Delivery dates quoted are subject to availability of stock.

The product warranty covers manufacturing defects only and is valid for 12 months from delivery. No warranty will apply to any failure or malfunction that results from normal wear and tear.

Delivery Terms
Seller will ship via incoterm DAP, delivery at place mode. Cost of freight will be included in the invoice based on Seller’s shipment method. Buyer may choose another shipment method subject to price change and availability. 
All delivery dates are approximate. Some Orders may be delivered in separate shipments. Seller shall not be held responsible for delays in shipping.

Imports and Custom Duties
Seller will handle general custom duties and import procedures for all orders shipped to the United States. Buyer shall be responsible for handling customs clearance (including charges and fees) for all orders shipped outside the United States.
A packaging fee of 1.5% of the total amount of the merchandise will apply to all orders unless otherwise stated.

Seller will require payment in full in advance of shipment for Buyer’s initial three (3) orders. Thereafter, payment terms will be Net 30 days from the date of the invoice. All payments will be made according to agreed written terms. Seller accepts payment by wire transfer, ACH, and credit cards (subject to a 3.5% processing fee). No checks are accepted.

Overdue Invoices
No delays in Buyer’s payment will be accepted for any reason including, without limitation, delays in the delivery of goods or electronic or other documentation to be received from the manufacturer. Seller reserves the right to suspend or cancel any orders in process in the event an invoice is not paid within 30 days from due date and require payment in advance for future orders. Interest will accrue on all overdue invoices at a rate of 2% compounded biweekly. Buyer shall not offset payments due Seller for any reason. Buyer shall be responsible to Seller for all costs of collection for invoices more than 45 days overdue, including, without limitation, reasonable attorney fees.

a. Changes
Any changes by Buyer, including, without limitation, to changing affecting the delivery, scope, or identity of products ordered, must be requested in writing, and are subject to Seller’s approval and possible change in price. Seller reserves the right to reject any change(s) that is(are) incompatible with the design, unsafe, or that contravene quality guidelines, manufacturing capabilities, or inadvisable on a technical level.

b. Cancellations
Order for standard goods may be cancelled by Buyer prior to shipment for any reason upon written notice to Seller. Cancellation fees apply. Custom order cannot be cancelled.

All returns must be approved by the Seller. Custom orders cannot be returned. All other returns must be made in 30 days. Buyer will be responsible for all shipping costs associated with a return unless Seller shipped the wrong or defective goods. All products must be properly and safely packaged and shipped to the location specified by Seller. Shipping containers must be marked clearly as per the Seller’s instruction. For the merchandise to be returned, the Buyer will need to request a return authorization code. This code must be indicated on all shipping documents for the returned goods.

Trademark and Company’s Logo
By purchasing from Seller, the Buyer grants InovInox the right to incorporate Buyer’s company’s logo as social proof, on Seller’s website or advertising-related material.

Unless otherwise agreed in written form, Buyer shall be responsible for the payment of all and any applicable federal, state, local, use, and excise taxes and all other taxes assessed in connection with sales made under this Agreement.

Force Majeure
Seller will not be liable for any loss, damage or delay arising from failure to perform hereunder due to causes beyond its reasonable control, including but not limited to, acts of God, civil or military authority, fires, earthquakes, strikes, floods, epidemics, quarantine, restrictions, war, riots, delays in transportation.

Governing Law, Attorney Fees
This Agreement and all disputes hereunder will be governed by the laws of the State of Florida. Venue for all disputes arising under or related to this Agreement will be in state or federal court in Miami-Dade County Florida. The prevailing party to any such action will be entitled to recover court costs and reasonable attorney fees.

Buyer agrees that all shared information, including drawings, supplied by Seller, shall be treated as confidential information of Seller and are provided with the understanding that such material may not, in whole or in part, be disclosed or shared with any third party except as may be required by law, nor used for any purpose other than in connection with goods purchased pursuant to this Agreement, without the prior written permission of the Seller, which permission may be withheld for any reason. All documents containing confidential information are to be returned to Seller upon request.
Unless specifically objected to upon receipt, all terms herein will be deemed accepted by Buyer. Any objection must be communicated to Seller in writing within one business day. As stated above, no objections, modifications or additional terms will be accepted unless Seller consents in writing to same.

[End of Terms and Conditions of Sales]

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