CITEL America Inc. Terms and Conditions

REV. 05/24/2024

Note: Citel America INC. Terms and Conditions subject to change without notice

1. ORDERING GOODS

All orders for goods must be made or confirmed in writing. Citel Incorporated’s acceptance of any order shall occur only after receipt of Purchaser’s written order or confirmation and delivery of Citel Incorporated’s written confirmation to Purchaser. Purchase of Goods via CITEL’s on-line E-shop are point of sale with order confirmation and delivery confirmed via the Purchaser’s email specified in the Purchasers On-Line account.
Order Cancellations:
Orders fully or partially processed by seller may not be cancelled by Purchaser without written confirmation. Products not previously stocked as finished goods are both Non-Cancelable and Non-Refundable (“NC/NR”). NC/NR products include custom assemblies, special orders, custom orders, orders for non-standard products, products not customarily in stock, scheduled orders requiring special procurements, or orders for products requiring assembly or manufacturing activities prior to shipping (not stored in completed state) as well as purchased services such as special testing or product modifications

2. PRICES

Unless otherwise quoted in a firm offer, all prices shall be as described in Citel Incorporated’s price list last published before Citel Incorporated’s receipt of Purchaser’s written order or confirmation. Citel Incorporated shall provide firm quotes only in writing. Unless otherwise specified, all firm quotes shall expire thirty (30) days from date of issuance. Prices are subject to change at any time without notice. Prices do not include federal, state or local taxes, freight or insurance.Purchases made via CITEL’s on-line E-shop will display current price exclusive of federal, state local taxes and shipping. Those additional charges will be calculated upon check-out and prior to purchase. Prices specified within seller’s E-shop website are current prices and are subject to change. Buyer is not entitled to a refund or rebate if prices decrease after date of product purchase.

3. TERMS

Sales on account are Net thirty (30) days upon previously approved credit only. All other sales shall be Cash, Discover, MasterCard, Visa, Prepaid (before shipping) and Cash on Delivery (COD), OR payment guaranteed by Irrevocable Letter of Credit, all bank charges paid by Purchaser. Purchaser may purchase goods on account or credit only after written approval by Citel Incorporated’s Credit Department. On-Line E-Shop purchases are point of sale by major credit card (Discover, Mastercard, Visa) with purchase made at the time of check-out. Amounts past due are subject to a service charge of 1 and 1/2 percent per month or maximum contract rate permitted by law.

4. DELIVERY AND SHIPPING

Unless otherwise requested in writing before shipment: (1) All domestic orders shall be shipped (a) prepaid and added to invoice, insured to destination, UPS Ground Service; or (b) COD or on Collect account, from Citel Incorporated’s factory in Miramar, Florida; and (2) All international orders shall be shipped insured air delivery via carriers serving Miami/Fort Lauderdale Airport’s. All freight and insurance charges shall be payable by Purchaser (in addition to the purchase price for the goods) in accordance with Section 3 TERMS above. Except goods shipped freight paid by factory, Purchaser bears the risk of all loss or damage to goods in transit, and must make any claim for damage or loss during shipment directly with the carrier. Identification of goods shall occur when Citel Incorporated places the goods in the custody of carrier for shipment. Purchases via CITEL’s On-Line E-Shop are pre-paid by Purchaser and will be shipped via UPS Ground unless otherwise specified. Additional charges to be paid by Purchaser for Next Day Express shipping.

5. EXPORT AND IMPORT CONTROLS

Purchaser acknowledges and agrees that the Ultimate Destination of the Order Goods is in the United States, unless otherwise agreed in writing. Purchaser shall not authorize or permit its employees, distributors, customers, brokers, freight forwarders, and/or agents to export, or re-export any of the Order Goods to any foreign person without complying with applicable import export laws and regulations of Purchaser’s country and of the United States, including the international Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR). Purchaser agrees to obtain and properly utilize U.S. government export authorization prior to exporting or re-exporting the Order Goods, either in their original form or after being incorporated into other end-items.

6. INSPECTION AND ACCEPTANCE

All claims for damages, errors, shortages or nonconformance of goods must be made to Citel Incorporated in writing within thirty (30) days of of Purchaser’s receipt of goods. Purchaser’s failure to make such claim within the time permitted shall constitute Purchaser’s irrevocable acceptance of the goods.
Claims for nonreceipt of shipment must be made in writing within ten (10) business days after receipt of invoice. No products shall be returned without seller’s express instructions. Buyer must provide in writing the order number and describe all defects associated with the order

7. MODIFICATIONS

Citel Incorporated reserves the right to modify and change specifications with respect to any goods without notice, and to substitute such modified goods to the extent that they meet or exceed the performance specifications of the goods ordered by Purchaser.

8. RETURNS AND ALLOWANCES

Goods rejected by Purchaser for damage (other than during shipping) or nonconformance must be returned to Citel Incorporated within thirty (30) days of Purchaser’s receipt of goods and timely rejection thereof. Returns not related to non-conformance may be subject to a 30% restocking and no return will be acceptable after 30 days from receipt date of goods. All other returns, whether for warranty or otherwise, may be returned only after written notice given by Purchaser to Citel Incorporated and written authorization and acceptance by Citel Incorporated. Purchaser shall ship all returned goods insured freight collect by carrier designated by Citel Incorporated. Credit or adjustment for returned goods shall be subject to inspection and acceptance by Citel Incorporated at Citel Incorporated’s choice of factory. Nonstandard catalog items and items specially manufactured for Purchaser are non-cancelable, non-returnable and non-refundable except as to warranty defects and nonconformance to manufacturing specifications. E-Shop Purchases: Goods purchased via CITEL’s On-Line E-Shop store and rejected by Purchaser for reasons of Damage (other than during shipping) or nonconformance must be returned within (30) days of purchase. Return must be processed via the return portal on E-shop accessible through the Purchasers On-Line account. Return shipping to be paid by the Purchaser. Citel will credit Purchaser for original full price of goods if returned within the 30-day period. Purchaser will be required to initiate a new order via E-Shop for the replacement part if they chose to do so. If the return is deemed an incorrect shipment or non-compliant product, CITEL will pay shipping of the replacement part ordered via E-Shop. Citel may choose to credit return shipping in the form of a 1-time discount code applied to the replacement good applied at the time of check-out.

9. LIMITED WARRANTY

Citel Incorporated warrants that at the time of shipment the goods shall meet or exceed all of Citel Incorporated’s published specifications for such goods and shall be and remain free of defects in workmanship and materials for a period of up to ten (10) years after the date of shipment of the goods to purchaser. Purchaser agrees that the goods are designed according to specifications suitable for purchaser’s purposes, and that, except as set forth in this limited warranty, Citel Incorporated disclaims any warranty of any kind, express or implied, including without limitation, any warranty as to the design, fitness, condition, merchantability or description of or as to the quality of the material or workmanship in the goods, or as to their fitness for any particular purpose for any trade or business, or any other representation or warranty whatsoever. Also excluded from this limited warranty are goods covered by other written manufacturer or supplier warranties, damage resulting from ordinary wear and tear, abusive use or lack of proper maintenance, work not done by Citel Incorporated or Citel Incorporated’s contractor or agents, or loss or injury caused by the elements or during shipment to or from Purchaser. Purchaser agrees to notify Citel Incorporated in writing within thirty (30) days of Purchaser’s discovery of any problem with any goods subject to this limited warranty. Goods determined to be defective in materials or workmanship within the time described in this Limited Warranty shall be repaired, replaced, or price fully refunded at Citel Incorporated’s sole discretion, and only after Purchaser’s full compliance with the terms of RETURNS AND ALLOWANCES above, Citel Incorporated’s written approval for return, and examination by Citel Incorporated at Citel Incorporated’s factory. Citel Incorporated shall notify Purchaser of its decision to repair, replace, refund the purchase price, or to deny liability under this Limited Warranty within sixty (60) days of Citel Incorporated’s receipt of the returned goods. The warranties contained in this Limited Warranty are personal to Purchaser and are not assignable by Purchaser to any transferee of the goods.

10. LIMITATION OF LIABILITY

Citel Incorporated shall not under any circumstances (a) be liable to Purchaser for any warranty claim relating to the goods or components that Purchaser asserts more than ten (10) years after the date of shipment of the goods to Purchaser; (b) be liable to Purchaser for any damages in excess of the amount actually paid by Purchaser to Citel Incorporated for the goods as to which Purchaser makes a warranty claim or the cost of repair or replacement, whichever is the smaller amount; (3) be liable to Purchaser for any loss of use or profits or other special or consequential damages; or (4) be responsible for any personal injury, or property damage alleged to arise as a result of Purchaser’s or any third party’s use of the goods. Purchaser expressly assumes the risk of and the responsibility for any and all damages for personal injury, property damage, loss of use or profits or other special or consequential damages relating in any way to the goods or use thereof. The above limitation shall apply even though it may be alleged that Citel Incorporated or its agents have been actively or passively negligent.

11. VENUE AND JURISDICTION

The sole and exclusive forum for the resolution of any disputes arising between Purchaser and Citel Incorporated shall be the Ninth Judicial District Court in the State of Florida, in and for Broward County, or, upon proper legal basis, the United States District Court for the District of South Florida, and Purchaser and Citel Incorporated each confers jurisdiction over the resolution of such disputes upon these courts.

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