(a) These Terms and Conditions (“Terms”) exclusively govern the sale of goods (“Goods”) by ProLogic ITS, LLC (“Seller”) to the purchaser (“Buyer”). If a separate written contract signed by both parties covers the sale of Goods, that agreement will prevail over any conflicting provisions herein.
(b) These Terms, together with the applicable invoice or order confirmation (“Sales Confirmation”), constitute the entire agreement (“Agreement”) between Buyer and Seller. This Agreement supersedes all prior or concurrent negotiations, understandings, or communications, whether written or oral. These Terms override any terms proposed by Buyer, including in purchase orders, and fulfillment of an order does not imply acceptance of Buyer’s terms.
(a) Goods will be delivered within a reasonable timeframe after Seller receives Buyer’s purchase order, subject to availability. Seller is not liable for delays, loss, or damage during transit.
(b) Unless otherwise agreed in writing, delivery will be made to the location specified in Buyer’s purchase order (“Delivery Point”) using Seller’s standard shipping methods. Buyer must take possession of Goods within one business day of notification. Buyer is responsible for all unloading costs and must provide adequate labor and equipment.
(c) Seller reserves the right to make partial deliveries. Each partial shipment is treated as a separate transaction, and Buyer must pay for all Goods delivered.
(d) If Buyer fails to accept delivery or delays it due to incomplete instructions, risk of loss passes to Buyer, and the Goods will be deemed delivered. Seller may store the Goods and charge Buyer for related expenses.
(a) Quantities recorded by Seller upon dispatch are considered accurate unless Buyer provides conclusive evidence to the contrary.
(b) Claims for non-delivery must be submitted in writing within one business day of the expected delivery date.
(c) Seller’s liability for non-delivery is limited to replacing Goods within a reasonable period or adjusting the invoice.
Deliveries within 50% +/- of the ordered quantity are acceptable. Buyer must pay the adjusted pro-rata price and may not reject the shipment based on such variation.
Delivery is FOB Seller’s location.
Title and risk of loss transfer to Buyer upon delivery at the Delivery Point. Buyer grants Seller a purchase money security interest in the Goods as collateral for unpaid balances, under the Georgia Uniform Commercial Code.
Any changes to these Terms must be in writing and signed by authorized representatives of both parties.
(a) Buyer must inspect the Goods within one business day (“Inspection Period”). Acceptance is presumed unless Buyer provides written notice of defects (“Nonconforming Goods”) with supporting documentation.
(b) If Nonconforming Goods are identified, Seller may, at its discretion, replace the Goods or refund the purchase price. Buyer must return defective Goods at its expense, unless otherwise agreed.
(c) These remedies are Buyer’s exclusive recourse. All sales are final except for verified Nonconforming Goods.
(a) Prices are those listed in Seller’s quote. Seller reserves the right to adjust prices before shipment, and Buyer agrees to pay the revised price.
(b) Prices exclude taxes, duties, or government fees. Buyer is responsible for all applicable charges, excluding those based on Seller’s income or property.
(c) Quotes are valid for 30 days only and are subject to change without notice due to the imposition of new trade tariffs.
(d) Hardware cancelations may be subject to up to a 50% restocking fee.
(a) Payment is due within 30 days of invoice. All payments must be in U.S. dollars via check.
(b) Late payments accrue interest at 1.5% handling fee per month (18% annual). Buyer is responsible for collection costs, including attorney fees. Seller may suspend deliveries if payment is overdue for more than 7 days after written notice.
(c) Buyer may not offset payments due under this Agreement for any reason.
(d) Hardware cancelations may be subject to up to a 50% restocking fee.
(a) Seller warrants that Goods will materially conform to published specifications and be free from defects for 30 days post-shipment (“Warranty Period”).
(b) EXCEPT AS EXPRESSLY SET FORTH ABOVE, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
(c) Third-party products included with Goods are not covered under Seller’s warranty.
(d) Claims must be submitted in writing within 7 days of discovery. Goods must be made available for inspection and may be returned at Seller’s expense.
(e) Warranty is void if Buyer continues to use defective Goods, fails to follow Seller’s instructions, or makes unauthorized modifications.
(f) Seller may repair, replace, or refund the price of defective Goods. These remedies are exclusive.
(a) SELLER SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR DATA.
(b) IN NO CASE SHALL SELLER’S LIABILITY EXCEED THE AMOUNT PAID FOR THE GOODS GIVING RISE TO THE CLAIM.
(c) These limitations do not apply in cases of gross negligence, willful misconduct, or personal injury.
Buyer must comply with all applicable laws, including import/export regulations. Buyer assumes all responsibility for required licenses and permits.
Seller may terminate this Agreement immediately upon written notice if Buyer (i) fails to pay any amount due within 10 days of notice, (ii) breaches any term of this Agreement, or (iii) becomes insolvent or bankrupt.
No waiver is valid unless in writing. A delay or partial exercise of rights does not waive the right to enforce them.
Buyer must treat all non-public information from Seller as confidential and may not disclose it without written consent. Upon request, all such materials must be returned.
Seller is not liable for delays caused by events beyond its control, including natural disasters, war, labor disputes, and supply chain disruptions.
Buyer may not assign this Agreement without Seller’s written consent. Unauthorized assignments are void.
The parties are independent contractors. Nothing in this Agreement creates a partnership, agency, or joint venture.
This Agreement benefits only the parties and their permitted assigns. No third party may enforce any term of this Agreement.
This Agreement is governed by Georgia law, without regard to conflict of law principles.
All disputes shall be resolved in courts located in Canton, Cherokee County, Georgia. The parties consent to exclusive jurisdiction and venue in those courts.
All notices must be in writing and delivered personally, via certified mail, courier, or electronic communication, to the addresses specified in the Sales Confirmation.
If any provision is deemed invalid or unenforceable, the remainder of the Agreement remains in effect.
Sections that, by their nature, should survive termination—such as Confidentiality, Governing Law, and Limitation of Liability—will remain in effect.
