Terms and Conditions
The website http://www.ProVision-llc.com and the associated applications (“Site”) is owned and operated by ProVision, LLC (and referred as “we”, “our”, “us” or the “Company”). The term “contract” shall mean the agreement between ProVision, LLC (“Supplier”) and Buyer arising as a result of Buyer’s submission of an order for Supplier’s products (“Products”). Such contract shall be deemed to incorporate and be governed by these Terms and Conditions. THESE TERMS AND CONDITIONS SHALL TAKE PRECEDENCE OVER ANY TERMS AND CONDITIONS WHICH APPEAR IN BUYER’S ORDER OR IN ANY DOCUMENTS INCORPORATED BY REFERENCE IN BUYER’S ORDER.
No term or condition of Buyer’s order additional to or different from these Terms and Conditions shall become part of the contract unless explicitly agreed to in writing by Supplier. Retention by Buyer of any Products delivered by Supplier, or payment by Buyer of any invoice rendered hereunder, shall be conclusively deemed acceptance of these Terms and Conditions. Supplier’s failure to object to any provision contained in any communication from Buyer shall not be construed as a waiver of these Terms and Conditions nor as an acceptance of any such provision.
These Terms and Conditions together with the documents referred to within the Terms and Conditions govern the supply of any products ordered by you on the Site and your use of the Site. By browsing, accessing, using the Site or ordering a product, you agree to be legally bound by these Terms and Conditions.
1. ACCESS AND USE OF THE SITE
1.1 You must only use the Site in accordance with these Terms and Conditions and any applicable law.
1.2 You must not (or attempt to):
(a) interfere (or attempt to interfere) or disrupt (or attempt to disrupt) the Site or the servers or networks that host the Site;
(b) use (or attempt to use) data mining, robots, screen scraping or similar data gathering and extraction tools on the Site; or
(c) interfere (or attempt to interfere) with security-related or other features of the Site.
1.3 To place Orders and access some features of the Site, you must register an Account with us. To register an Account, you must:
(a) give us accurate and current personal information including your name, address, and a valid email address.
(b) you must be at least 18 years old, and have the capacity to enter into a legally binding agreement with us.
1.4 You are solely responsible for the activity that occurs on your Account (including Orders placed using your Account), and you must keep your Account password secure. We are not responsible for any unauthorized activity on your Account if you fail to keep your Account login information secure. We may refer fraudulent or abusive or illegal activity to the relevant authorities.
1.5 You must not use another person’s Account without our, and/or the other person’s, express permission. If you suspect or become aware of any unauthorized use of your Account or that your password is no longer secure, you must notify us immediately and take immediate steps to re-secure your Account (including by changing your password).
Prices, specifications, and dates for delivery referenced in Supplier’s quotations are for information purposes only and shall not be binding on Supplier until all technical requirements have been agreed and Supplier has accepted Buyer’s order. Quotations terminate if not accepted by Buyer within 60 days. All descriptions, illustrations and any other information relating to the Products contained in the Supplier’s catalogs, brochures, price lists, advertising material, and any sales or other particulars or literature are made by way of general description, are approximate only and for the general guidance and information of the Buyer. They shall not constitute warranties or representations by the Supplier nor shall they form part of any contract.
By submitting an order to Supplier, Buyer agrees to be subject to these Terms and Conditions of Sale in their entirety. All orders must be bona fide commitments showing definite prices and quantities and mutually agreed shipping dates. No order, whether or not submitted in response to a quotation by Supplier, shall be binding upon Supplier until accepted in writing by Supplier.
PRICES AND TAXES
Prices do not include federal, state or local taxes, including without limitation sales, use or excise taxes now or hereafter enacted, applicable to the Products sold in this transaction, which taxes may, in Supplier’s discretion, be added by Supplier to the sales price or billed separately and which taxes shall be paid by Buyer unless Buyer provides Supplier with any necessary tax exemption certificate.
SHIPMENT AND DELIVERY
All Products will be shipped F.C.A. Supplier’s premises and may be so shipped in several lots. In the absence of specific instructions, Supplier will select the carrier and ship “prepaid”, but shall not be deemed thereby to assume any liability in connection with the shipment nor shall the carrier be construed to be the agent of Supplier. Buyer must provide its own insurance. Title and risk of loss or damage to all Products sold hereunder shall pass from Supplier to Buyer upon delivery by Supplier to the possession of the carrier, provided that Supplier reserves a purchase money security interest in the Products. Any claims for loss, damage or mis delivery thereafter shall be filed with the carrier. All Products shall be deemed finally inspected and accepted within ten days after delivery unless notice of rejection is given in writing to Supplier within such period. Acceptance shall constitute acknowledgment of full performance by Supplier of all obligations under the contract except as stated in Limited Warranty
CREDITS AND RETURNS
Products may only be returned to Supplier after obtaining a return authorization. Credit for return of Products is at the sole discretion of the Supplier. Determination of cause and liability for defective Products returned rests solely with the Supplier.
Supplier shall not be liable for any delay in delivery or for non-delivery, in whole or in part, caused by the occurrence of any contingency beyond the control of Supplier, including, by way of illustration but not limitation, war (whether an actual declaration thereof is made or not), sabotage, insurrection, riot or other act of civil disobedience, act of a public enemy, failure or delay in transportation, act of any government or any agency or subdivision thereof, judicial action, labor dispute, accident, fire, explosion, floods, storm or other act of God, shortage of labor, fuel, raw material or machinery or technical failure where Supplier has exercised ordinary care in the prevention thereof. If any such contingency occurs, Supplier may allocate production and deliveries among Supplier’s customers.
Supplier shall at all times have and retain title and full ownership of all software, firmware programming routines, and documentation thereof supplied by Supplier for use with the Products, and of all copies thereof made by Buyer (collectively “software”). Supplier grants Buyer a non-exclusive and non-transferable license to use such software solely for use with the Products. Buyer shall take all reasonable steps to protect Supplier’s proprietary interest in the software and shall not transfer or otherwise provide the software to any third party. All intellectual property rights are reserved.
Buyer represents that it has adopted reasonable procedures to protect Proprietary Information, as defined hereafter, including binding agreements with employees and consultants to prevent unauthorized publication, disclosure or use of such during or after the term of their employment by or services for Buyer. Buyer shall not use Proprietary Information except as required for the use of the Products, shall not disclose Proprietary Information to any third party, and shall not transmit any documents or copies thereof containing Proprietary Information to any third party, except as may be authorized in writing by Supplier. This Section shall survive termination of the contract. “Proprietary Information” shall mean information or data of Supplier, or a third person to whom Supplier owes obligations of confidentiality, and which is furnished or to be furnished to Buyer in written, graphic or machine-readable form and is marked proprietary or confidential. Where copies or alternative forms of information or data are received from Supplier, such information or data shall be considered Proprietary Information if at least one of said copies or alternative forms is marked proprietary or confidential. This Section shall not apply to information which Buyer demonstrates was rightfully in Buyer’s possession without any obligation to protect the confidentiality thereof prior to receipt from Supplier or information which Buyer demonstrates is or has become available to the public or general knowledge in the industry otherwise than through the fault of Buyer.
Notwithstanding anything to the contrary in these Conditions, the Supplier shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of Products being prevented, delayed or rendered uneconomic by reason of circumstances or events beyond the Supplier’s reasonable control. If, due to such circumstances or events the Supplier has insufficient stock to meet all of its commitments, the Supplier may apportion available stock between its customers at its sole discretion.