Inspection, Acceptance and Return of Products
Customer is responsible for inspecting and accepting products. Customer can reject and return any portion of an order that is damaged, defective or otherwise fails to conform to the goods specified in the Customer’s order, subject to the following requirements:
- Customer must send all returns accompanied by a WATS International, Inc. issued Return Authorization.
- All returned products must be received in resalable condition (including no markings or labels attached to the cartons) and in the original manufacturers’ shipping cartons, complete with all packing and associated materials.
- WATS will not accept any returns from Customer for product that is designated as “Non-Returnable Item”. A complete listing of non-returnable items can be found here.
- Customer must request a Return Authorization and return the merchandise to WATS within the following time frames:
- 30 days from date of invoice for returns due to customer error (such as ordering the wrong item); merchandise must be returned in re-saleable condition.
- 30 days from date of invoice for any defective merchandise.
- 10 days from date of invoice for any concealed damage or concealed warehouse errors (such as shipping the wrong product or shortages).
- 5 days from date of invoice for all visible damage and visible warehouse errors.
- Merchandise must be returned in the same unit of measure as purchased from WATS.
- The following categories (“Ineligible Categories”) are not eligible for return: food products, pharmaceuticals, Machine/Floor Equipment, discontinued or expired products, special order products, closeout merchandise, and skus for any lines Customer purchases direct from the manufacturer.
- WATS will not accept returns of any sku in excess of the quantity of that sku Customer purchased from WATS in the 30 days prior to the date WATS receives the return.
- WATS reserves the right to refuse returns that do not comply with these terms. WATS will assess a 15% restocking charge for any returns WATS accepts that do not comply with these terms.
During issuance of a Return Authorization all returns quantities will be verified against all purchase history from WATS. Products not eligible for return will be returned to Customer, freight collect. Any requests for proof of delivery must be made within 60 days after the invoice is received; after 60 days no proof of delivery will be supplied.
Customer may use its purchase order or any other form (written or electronic transmission) for placing orders for the purchase of products, but the terms and conditions of any such document or form, except as to the identity and quantity of products ordered and the identity of the desired shipping destination, will not apply to or become part of any purchase of products from WATS. All product orders Customer sends to WATS will be deemed to incorporate these Terms of Sale, whether or not they are attached to any order, acknowledgement or confirmation. No different or additional terms included in any purchase order or other document submitted to WATS by Customer will be part of the contract for sale, and WATS objects to any such different or additional terms. Orders are subject to written or electronic acceptance by WATS.
Disclaimer of Warranties; Transferable Rights
Customer acknowledges that WATS is not a manufacturer of any of the products it sells. WATS will transfer to Customer whatever transferable warranties and indemnities WATS receives from the manufacturers of the products, including any transferable warranties and indemnities regarding intellectual property infringement. In addition, WATS authorizes Customer, at its sole expense, to assert to the maximum extent permitted by law and for its account, all rights and powers of WATS under any applicable manufacturer's warranty on any product.
WATS represents and warrants that it has the right to convey good title to the products and will pass good title in and to the products to Customer. Except for the foregoing warranty of title, WATS makes no warranties of any kind, express or implied, with respect to the products and disclaims all other warranties of any kind or nature, including any and all implied warranties. In particular, WATS makes no warranty or representation, express or implied, direct or indirect, as to the merchantability of any products, their suitability or fitness for a particular purpose or use, their quality, design, condition, capacity or performance, their material or workmanship or their non-infringement, or that the products will satisfy the requirements of any law, rule or Customer specification. If WATS offers any statements or advice, technical or otherwise, as to any products, such statements or advice will be deemed to be given without charge and solely as an accommodation to Customer, and WATS will not have any responsibility or liability for the content or use thereof.
Limitation of Liability
In no event will Customer be entitled to, or WATS liable to Customer or any other party, for any incidental, indirect, special, punitive, tort or consequential damages or losses of any nature, including, without limitation, any damages for business interruption costs, loss of revenues, profits or reinstallation costs, overhead or injury to reputation or loss of customers, or for any claims asserted against Customer by a third party arising directly or indirectly out of or in connection with the manufacture, delivery, sale, use, or defect of products sold by WATS to Customer, even if WATS has been advised of the possibility of such damages or losses. In no event will WATS be liable for any personal injuries or death arising directly or indirectly out of or in connection with the manufacture, use, or defect of any such products. Customer’s recovery from WATS for any claim will not exceed Customer’s purchase price for the product giving rise to such claim, irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.
If an order covers products that include any software or other intellectual property, such software or other intellectual property is provided by WATS to Customer subject to all copyright, patent, user license terms and conditions and/or other intellectual property rights applicable to such products. Nothing in these Terms of Sale will be deemed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by the owner, developer, manufacturer or producer thereof.
With respect to any products that do not conform to the goods specified in Customer’s product order or do not meet any applicable manufacturer’s specifications, WATS’ sole obligation and liability to Customer and Customer’s sole and exclusive remedy is limited, at WATS’ election, to: refund of Customer’s purchase price for such products (without interest); replacement of such products; or, to the extent offered by the respective product manufacturer, repair of such products; provided in any such case, however, that Customer Revision date 11/13/20 has complied with WATS’ then applicable return policies and procedures.
Each of Customer and WATS will keep confidential, and not disclose to any person, any and all non-public information and data relating to the other party, including, but not limited to, information about such other party’s transactions, carriers, contracts, pricing and rebate terms, cost information, individual customer identities, products or plans. Each p arty agrees that it will not use any such information for any purpose other than to fulfill its obligations hereunder or under any other applicable agreement into which these Terms of Sale may be incorporated.
WATS will not be liable for any delay in or impairment in its performance resulting in whole or in part from factors beyond WATS’ control in the conduct of its business, including without limitation, shortages, inability to procure products or supplies through WATS’ regular sources, or strikes, slowdowns or other labor disputes or disruptions. WATS’ time for performance of any such obligation shall be extended for the time period of such delay or WATS may, at its option, cancel any order or remaining part thereof without liability by giving notice of such cancellation to Customer.
Independent Contractors. Customer and WATS are and at all times will remain independent contractors and not agents, partners or joint venturers of the other for any purpose whatsoever.
No Implied Rights or Remedies. Except as otherwise expressly provided herein, nothing herein express or implied is intended or shall be construed to confer upon or to give any person, firm, corporation or any third party, other than Customer and WATS, any rights or remedies under or by reason hereof.
Rights and Remedies. The failure or delay of WATS or Customer to insist on the strict performance of any of these Terms of Sale or to exercise any right or remedy contained or permitted hereunder will not constitute or be construed as a waiver of any future term, condition, right or remedy. All rights and remedies of WATS or Customer specified herein or at law, in equity or otherwise, are distinct and separate, whether or not exercised by WATS or Customer and, except as otherwise agreed in writing by WATS and Customer, will not be deemed to be an exclusion of any other right or remedy.
Governing Law. These Terms of Sale will be construed and enforced in accordance with the internal laws of the State of Illinois, without regard to its conflict of law principles. The United Nations Convention for the International Sale of Goods will not apply.
Severability. Any provisions of these Terms of Sale or of any agreement into which they may be incorporated which are held to be invalid, void or illegal in any jurisdiction will in no way affect, impair or invalidate or any other provision herein or therein in such jurisdiction or any provisions herein or therein in any other jurisdiction, and such remaining provisions will remain in full force and effect.
Costs. Except as otherwise expressly agreed in writing, each party will be responsible for the costs and expenses it incurs in performing its obligations under these Terms of Sale or any agreement into which they may be incorporated.
Revisions. WATS reserves the right to update or modify these Terms of Sale at any time, without prior notice, by posting the revised version of these Terms of Sale behind the link marked “Terms of Sale” in the universal footer on WATS International. Purchase orders issued by you to WATS after we have posted the revised Terms of Sale constitute your agreement to be bound by the revised Terms of Sale. You may access the current version of these Terms of Sale at any time by clicking the link marked “Terms of Sale” in the universal footer on WATS International.
These Terms of Sale govern the sale of all products by WATS and apply notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other document or communication (“Purchase Order”) from Customer. These Terms of Sale may be waived or modified only in a written agreement signed by an authorized representative of WATS. Neither WATS’ acknowledgement of a Purchase Order nor WATS’ failure to object (including through Empower Central) to conflicting, contrary or additional terms and conditions of a Purchase Order shall be deemed an acceptance of such terms and conditions or a waiver of the provisions hereof.
Revision date 11/13/20