Terms of sale
MCHARLYTECNOLOGY.COM TERMS OF SALE
1. Scope of Agreement. With respect to any products (collectively, “Products”) purchased by a customer (“Customer”) from Mcharlytecnology Inc. (“Mcharly”, and collectively with Customer, the “Parties”) on Mcharlytenology.com and any related websites (the “Site”), the terms and conditions contained herein shall control. Mcharly’s acceptance of any order placed on the Site is subject to Customer’s consent to all of the terms and conditions set forth herein. By purchasing Products on the Site, or by clicking that Customer agrees or accepts when prompted by Mcharly, Customer is entering into a binding agreement with Mcharly and agrees to be bound by these Mcharlytecnology.com Terms of Sale (these “Terms”). Any individual who purchases Products on the Site behalf of a company or other entity represents and warrants that such individual is an authorized representative of such company or entity with the right to bind such company or entity to these Terms. Mcharly objects to and shall not be bound by any additional or different terms, whether printed or otherwise, in any purchase order or other communication from Customer to Mcharly, unless specifically agreed to in a writing signed by the Mcharly and only with respect to those Products intended to be covered by that executed document. These Terms constitute the entire, integrated agreement between the Customer and Mcharly related to the subject matter of these Terms and any subsequent purchases made by the Customer from Mcharly on the Site, and any and all discussions, understandings, agreements, representations, courses of dealings, customs, and usages of trade heretofore made or engaged in by the Parties with respect to the subject matter hereof are merged into these Terms which alone fully and completely expresses the Parties’ agreement. These Terms and Conditions of Sale may be changed at any time, and from time to time, by Mcharly in its sole discretion by providing notice that the Terms have been modified. Such
notice may be provided by sending an email, or by posting a notice on the Site, or by posting the revised Terms on the Site and revising the date at the top of these Terms, or by such other form of notice as determined by Mcharly. Customer’s purchase of any Products following the posting of the revised Terms or other notice will constitute Customer’s acceptance of such changes or modifications. Mcharly reserves the right to accept or reject any order in its sole discretion.
2. Prices & Sales Taxes. Prices listed on the Site do not include freight, handling fees, taxes, and/or duties, and are subject to verification, correction or change at any time with or without notice to Customer. Prices listed on the Site at the time that Customer requests a Product quote are subject to change at any time prior to Customer placing an order for such Products. Market sensitive commodity products will be priced according to current market conditions. The purchase price for Products will equal the unit price multiplied by the quantity shipped. Any tax or other governmental charge upon the production, sale, shipment, transfer, consumption, or use of the Products that Mcharly is required to pay or collect from Customer shall be paid by Customer to Mcharly at the time of payment for the Product, unless Customer furnishes Mcharly with exemption certificates acceptable to taxing authorities. Such amount shall be due whether or not included on the invoice. When placing an order, Customer shall indicate which Products are tax exempt.
3. Payment. Payment of the purchase price for Products sold by Mcharly to Customer shall be in the amounts set forth on the Site, and Customer agrees to pay all charges in accordance with such amounts. Payment may be made by Visa, MasterCard, or American Express issued by a CANADA bank. The payment will be charged upon shipment of the Products to Customer.
4. Title & Risk of Loss. The purchase price for the Products is F.O.B. first point of shipment. Mcharly charges a shipping fee on each order which is applied at time of order and reflected on customer's invoice. Receipts for shipping charges will not be furnished. Mcharly may set off any amount due from Customer to Mcharly, whether or not under these Terms, from any amounts due to Customer. Title to, and risk of loss of, the Products shall pass to Customer upon delivery to the carrier at the F.O.B. shipping point. If the product is damaged in transit, Customer's only recourse is to file a claim with the carrier. Unless otherwise agreed to in writing, title to any software, including software associated with a Product, shall not pass to Customer and, strictly to the extent permissible under any license agreement related to such software, Customer shall be granted a limited license to use the software in connection with the Product, strictly in accordance with the license agreement, and Customer agrees to be bound by any license terms pertaining to software associated with a Product sold hereunder. Customer agrees to defend and indemnify Mcharly, including paying for Mcharly’s attorneys’ fees for counsel of Mcharly’s choosing, from any claims or lawsuits in which it is alleged that such license agreement was breached or violated by reason of the actions of Customer.
5. Shipping. Delivery and shipment dates indicated on acknowledgements of orders are estimates only and are not guaranteed. Such dates are subject to change due to, among other things, delay in Product availability and circumstances beyond Mcharly’s reasonable control. Mcharly will in good faith endeavor to ship Products or perform services by the estimated date. Mcharly shall have the right to make partial shipments. All changes in specifications or the shipping or performance date requested by Customer will only be effective if set forth in a writing signed by the Parties, and where such changes affect Mcharly’s time or cost of performance, an equitable adjustment in estimated shipping/performance date or purchase price, or both, will be made. Mcharly will comply with minimum specifications packaging, loading and bracing requirements for the method of transportation. Shipment will be by a reasonable method of transportation determined by Mcharly in its sole discretion.
6. Shortages; Inspection on Delivery. Customer shall promptly submit all claims for shortages in writing to Mcharly once Customer receives the Products; otherwise, such claims shall be waived. Quantities are subject to normal manufacturer allowances. In the case of wire and cable, such allowances are plus 10% and minus 5%. Customer will inspect the Products upon delivery and will promptly notify Mcharly in writing of any defect in the Products so that Mcharly may place the Product manufacturers on notice of the same, otherwise such Products will be considered accepted.
7. Product Warranties. Mcharly hereby transfers and assigns to Customer any and all transferable warranties made to Mcharly by the manufacturer of the Products and any intellectual property indemnity from the manufacturer of such Products, and Mcharly makes no warranty beyond those manufacturer warranties provided through such transfer and assignment. Customer’s sole and exclusive remedy for any alleged defect, failure, inadequacy, or breach of any warranty related to Products shall be limited to those warranties and remedies provided by the manufacturers of those Products, all of which are hereby assigned by the Mcharly to Customer.
8. DISCLAIMER OF MCHARLY’S WARRANTIES. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF, AND MCHARLY DISCLAIMS AND CUSTOMER WAIVES, ALL OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND OF ANY OTHER TYPE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW (STATUTORY OR OTHERWISE) AND WHETHER OR NOT OCCASIONED BY MCHARLY’S NEGLIGENCE.
9. Product Compliance and Suitability. Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of Products for a particular purpose. Certain Products may not be available for sale in all areas. Mcharly does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does Mcharly accept responsibility for construction, installation and/or use of a Product. It is Customer's responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the Products are compliant.
10. Product and Catalog Information. Product depictions, including color, on the Site are for illustrative purposes only. Access to the Site does not constitute the right to purchase Products. Mcharly reserves the right to revise publishing errors on the Site. Despite Mcharly’s efforts, occasional pricing errors may
occur on the Site. Mcharly reserves the right to cancel any and all orders resulting from such pricing errors, even if Customer has received an order confirmation from Mcharly.
11. Material Safety Data Sheets. Material Safety Data Sheets (“MSDS”) for hazardous substances are prepared and supplied by the manufacturers of the Products. MCHARLY MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO ANY CUSTOMER OR USER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF THE RECOMMENDATIONS IN ANY MSDS. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR USE OF ANY INFORMATION, AND FOR USE OR APPLICATION OF ANY PRODUCT.
12. Returns for Any Reason. In the event that Customer is not satisfied with a Product for any reason, subject to Mcharly’s Return Policy.
13. Warranty Returns. All warranty returns shall be subject to Mcharly’s Return Policy.
14. Customer Warranties. Customer represents and warrants that it is not designated on, or associated with, any party designated on any of the CANADIAN. government restricted parties lists, including without limitation, the U.S. Commerce Department Bureau of Industry and Security (“BIS”) Denied Persons List; Entity List or Unverified List; the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List; or the U.S. State Department Directorate of Defense Trade Controls (“DDTC”) Debarred Parties List. Customer acknowledges that it is an independent contractor and represents, warrants, and covenants that it has not paid, offered or agreed to pay, authorized the giving of, or caused to be paid, directly or indirectly, money or anything of value to any foreign official (as defined in the U.S. Foreign Corrupt Practices Act, as amended), a foreign political party or party official, or any candidate for foreign political office in connection with the purchase and resale of the Products ordered from Mcharly. Customer represents and warrants that it has read Mcharly’s Business Partner Anti-Corruption Policy , the terms of which may be updated from time to time by Mcharly.
15. Export. Customer understands that Products supplied by Mcharly may be subject to the jurisdiction of CANADA. export controls and trade sanctions, and Customer represents and warrants that it will not violate CANADA. export-related laws with respect to Products supplied by Mcharly. Customer will indemnify and hold Mcharly harmless for any damages arising from such violations by Customer. Customer represents that the Products will not be directly or indirectly sold, exported, transferred, assigned, used, or otherwise disposed of in a manner which may result in any non-compliance with applicable laws and regulations relating to the Product purchased by Customer.
16. LIMITATION ON CUSTOMER’S RECOVERY. IN NO EVENT, EITHER FOR PRODUCTS MANUFACTURED BY MCHARLY OR THOSE THAT ARE NOT, SHALL CUSTOMER BE ENTITLED TO RECOVER MORE THAN THE
PRICE OF THE PRODUCTS PROVIDED HEREUNDER FROM MCHARLY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR THE MANUFACTURE, SALE, DELIVERY OR USE OF THE PRODUCTS DELIVERED PURSUANT TO THESE TERMS BASED ON ANY THEORY OR CAUSE OF ACTION, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR FOR PUNITIVE DAMAGES.
17. LIMITATION OF CUSTOMER’S DAMAGES. IN NO EVENT, EITHER FOR PRODUCTS MANUFACTURED BY MCHARLY OR THOSE THAT ARE NOT, SHALL CUSTOMER BE ENTITLED TO RECOVER ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES FROM MCHARLY, FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR THE MANUFACTURE, SALE, DELIVERY OR USE OF THE PRODUCTS DELIVERED PURSUANT TO THESE TERMS BASED ON ANY THEORY OR CAUSE OF ACTION, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR FOR PUNITIVE DAMAGES.
18. Important Notice to Federal Customers Re: Country of Origin. While all products listed on GSA Advantage!® meet the requirements of the Trade Agreements Act (“TAA”), as implemented by Federal Acquisition Regulations Part 25, other products sold on the Site may not meet the requirements. Any federal customer purchasing on the Site will be making an “open market” purchase that is not covered by any contract. Federal customers are advised that the open market purchases are NOT GSA schedule purchases. By purchasing any product on the open market, Customer represents that it has authority to make such purchase and has complied with all applicable procurement regulations.
19. ARRA Orders. It is Customer's responsibility to advise Mcharly whether this order is funded in any part by funds from or related to the American Reinvestment and Recovery Act (“ARRA”) (Pub. L. No. 111-5) (i.e., Stimulus Funds). Upon request, Mcharly will provide country of origin information so that customer may determine compliance with any applicable requirements under ARRA Section 1605 or any other applicable regulations.
20. Force Majeure. Mcharly shall not be liable for any failure to perform its obligations under these Terms resulting directly or indirectly from, or contributed to or by acts of God, acts of Customer, acts of terrorism, civil or military authority, fires, strikes or other labor disputes, accidents, floods, war, riot, inability to secure material or transportation facilities, acts or omissions of carriers, or any other circumstances beyond Mcharly’s reasonable control.
21. Confidentiality. Customer will not disclose or make available to any third party Mcharly’s data or other confidential, non-public or proprietary information regarding Mcharly without Mcharly’s prior written authorization.
22. Intellectual Property. Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights reserved by Mcharly, or any trademarks or service marks owned by suppliers to Mcharly. All materials contained on the Site are subject to the ownership rights of Mcharly and its suppliers.
Customer shall have no right to copy or use any of the intellectual property of Mcharly or its suppliers without Mcharlyr’s or the applicable supplier’s permission.
23. Amendments & Waivers. No amendments, modifications, waivers, or termination of these Terms can be made through the Parties’ course of dealings and no such change can be made except in a single writing signed by the Parties hereto. Failure by Mcharly to exercise any right or remedy under these Terms will not be deemed a waiver of such right or remedy unless in a writing signed by Mcharly, nor shall any waiver be implied from the acceptance of any payment. No waiver by Mcharly of any right shall extend to or affect any other right, nor shall a waiver by Mcharly of any breach extend to any subsequent similar or dissimilar breach.
24. Governing Law. These Terms shall be governed, interpreted and construed according to the substantive laws of the State of Illinois, U.S.A. without regard to principles of conflicts of law thereof and shall not be governed by the United Nations Convention on the International Sale of Goods. If any dispute or controversy shall arise with respect to these Terms, such dispute or controversy will be settled in the state or federal courts located in Chicago, Illinois, in which case the Parties hereby consent to the exclusive jurisdiction and venue of such courts, and agree that they shall not contest or challenge the jurisdiction or venue of such courts. Any action for breach of these Terms or any covenant or warranty must be commenced within one (1) year after the cause of action accrues.
25. Miscellaneous. These Terms shall be for the benefit of the Parties and not for the benefit of any other person. Customer may not assign these Terms without the express written approval of Mcharly. Any provision of these Terms that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be limited or eliminated to the minimum extent required by that jurisdiction, and the remaining provisions of these Terms will remain in full force and effect.
These Terms were last revised on Mars. 3th, 2019
To return an item purchased from Mcharly, you will need a Return Authorization ("RA") number for the item to be returned by contacting your sales representative.
Returns must be made within 90 days goods receipt. Please provide proof of purchase either with a copy of the invoice or order confirmation showing the item purchased when requesting a RA for your return.
The items to be returned must be unopened, unused, undamaged, in their original packaging, in new saleable condition, and include all accessories parts. Items that cannot be returned include, but are not limited to, items such as copper cabling or fiber cabling that are cut or striped, or special orders items that Mcharly cannot return to the manufacturer, or items sold on a "final sale" basis. Once a RA number has been issued, you will need to return the items back to the designated Mcharly warehouse within 30
days from the RA number issuance date. Please clearly indicate the RA number on the outside of the packaging and include a copy of your invoice or order confirmation receipt. You are also responsible for the cost of shipping the items back to Mcharly.
Mcharly reserves the rights to deny any product returns or apply a restocking charge to any return.
Once your items are received and accepted by Mcharly as a returned item, your refund will take between two to seven business days to be processed. Please note that depending on your credit card company, it may take an additional two to ten business days after your credit is applied for it to post to your account. Mcharly will only process a refund to the credit card that was used for payment of the original order. The refund will consist of the purchase price for the item and associated sales tax. Mcharly does not refund the freight charge for the cost of shipping at the time of order.
As an authorized distributor, you can rest assured the items purchased on the Site come with the manufacturer's warranty. If the item you purchased isn't working properly, please consult the product manual (which is included with the item) for troubleshooting information. Should you require additional assistance, please contact the product's manufacturer directly.
If the item you received is defective upon receipt, please contact Mcharly representative. (8:00am - 5:00pm CANADIAN Central Time Monday through Friday) to have the item replaced.
When you order products from Mcharlytecnology.com, the order is processed within one to two business days. Orders received during non-business days are processed on the next business day.
You have several shipping options for parcel shipping: standard ground 5 to 7 business days, 2 to 3 business days, or next business day.
In addition, Mcharlytecnology.com offers Less-Than-A-Truckload “LTL” option for products that cannot be shipped via parcel shipping. For products that will be shipped via LTL, you will be provided with a set of Accessorials to select from to provide Mcharly with additional shipping considerations, such as residential delivery, inside delivery, lift gate or limited access.
Shipping charges are calculated based on the shipping option you select, and is prepaid by you at the time of shipment.
Mcharlytecnology.com orders ship to the CANADA States addresses and International. Mcharlytecnology.com orders do not currently ship to addresses military / government APO/FPO
locations. We are also not able to ship to Post Office Box addresses. If you wish to ship to an address a military / government location, please contact Customer Service at 1-888 to discuss your options.
SALES TAX POLICY
Sales tax is estimated at the time of your order and the actual sales tax amount is charged at the time of item shipment.
If you are eligible for a tax exemption, please complete the necessary documentation (make document a hyperlink to all the forms) and furnish it to Mcharly. While the tax exemption status is being process, you can purchase items on the Site where sales tax will be charged. Once your tax status has been approved, Mcharly will refund the sales tax paid to you.
Mcharlytecnology.com supports credit cards issued in the CANADA for Visa, MasterCard or American Express.
ORDER MANAGEMENT POLICY
Once you have placed an order with Mcharly on the Site, there is a very limited amount of time to modify or cancel your order. Please contact Customer Service at 1-888 should you need to modify or cancel your order.