Terms of Sale
WATS International, Inc. reserves the right to extend or withhold lines of open account credit based on the customer’s (“Customer’s”) payment history, record of trade payments, financial condition, amount of credit needed, and such other factors as WATS International, Inc. in its sole discretion deems appropriate. WATS International, Inc. may require Customer to provide financial, credit and other similar information (e.g., Dun & Bradstreet or Business Products Credit Association) for the establishment or continuation of credit. WATS International, Inc. may also require personal guarantees and/or other security interests. All orders are subject to credit approval by WATS International, Inc.. Unless otherwise agreed in writing by WATS International, Inc., WATS International, Inc. may in its sole discretion at any time, change the terms of Customer’s credit, require payment in cash, wire transfer or official bank check and/or require payment of any or all amounts due or to become due for Customer’s order at or before shipment of any or all ordered products.
Inquiries about credit requirements should be addressed to WATS International, Inc., 200 Manchester Rd., Suite 2, Poughkeepsie, NY 12603.
In order to comply with state and local sales tax law requirements, Customer must provide to WATS International, Inc. properly executed resale certificate exemption form(s) for all states where Customer is registered for sales tax purposes. If any tax free purchase under Customer’s resale certificate(s) is used in any manner that would not exempt the sale from tax, Customer will be responsible for either paying the tax due directly to the proper taxing authority when the applicable state law so provides or informing WATS International, Inc. for added tax billing. Resellers withdrawing items from stock for personal consumption are responsible for self-assessing use tax in accordance with applicable state law.
Separate resale certificate exemption form(s) must be provided for each of Customer’s legal entities that does business with WATS International, Inc.. The forms must identify Customer’s legal entity information as registered for tax purposes, Customer’s federal employer identification number, and any names utilized as “doing business as” (DBA) names. Customer’s state resale registration number(s) should be listed for every state in which Customer is registered for sales tax purposes. The form must have an authorized signature and be dated to be effective. WATS International, Inc. will set up separate bill-to account numbers on its system for purchases by each of Customer’s legal entities.
Past Due Accounts
- If WATS International, Inc. believes in good faith that Customer’s ability to make payments may be impaired or if Customer fails to pay any invoice when due, WATS International, Inc. may suspend delivery of any order or any remaining balance thereof until such payment is made or may cancel any order or any remaining balance thereof, and Customer will remain liable to pay for any products already shipped or any “not listed” or other products specially ordered by WATS International, Inc. for Customer.
- WATS International, Inc. will charge Customer interest up to the maximum permitted by law on all past due amounts until paid in full.
- If Customer fails to make payment when due, WATS International, Inc. may pursue any legal or equitable remedies, and WATS International, Inc. will be entitled to reimbursement from Customer for all collection costs, including reasonable attorneys’ fees and costs, incurred by WATS International, Inc.. WATS International, Inc. will assess a service charge of $50.00 on any returned checks.
- WATS International, Inc. may adjust its prices at any time in light of supplier price increases, changes in transportation, administration, warehousing or other expenses. or other market factors. WATS International, Inc. recommends that Customer confirm WATS International, Inc.’s current pricing via Empower Central, ICAPS, price file downloads or Customer’s WATS International, Inc. Sales Representative before ordering, particularly for orders of products such as paper, computer hardware and electronics that have historically been subject to significant price fluctuations.
- WATS International, Inc. reserves the right to correct errors in price and quantity appearing in any document or electronic transmission with respect to any products.
- WATS International, Inc. reserves the right to change the terms of its price plans at any time without notice, including, without limitation, changing the identity and number of Products within any price plan, the units of measure in which Products are available for sale thereunder, the Product order quantities at which volume-based unit price reductions are available or other pricing terms and conditions applicable to any Products.
- In order to qualify for any Volume Cash Discount/Customer Buying Plan, freight and pricing programs offered by WATS International, Inc., Customer must maintain its account on a current basis and must comply with the other program terms WATS International, Inc. establishes from time to time.
- All prices are exclusive of sales, use, excise and value-added taxes, any license fees, document fees or import duties and similar taxes, charges or assessments with respect to the sale, handling and delivery of the products, and Customer will be responsible for paying all such taxes, assessments and charges.
WATS International, Inc. offers drop shipment service. Customer may request drop ship service at time of ordering. WATS International, Inc. will fill and pack Customer’s order and ship it to Customer’s customer. Shipment can be specified to be made from any of WATS International, Inc.’s distribution points. Only Customer’s name appears on its customer’s label and packing list—WATS International, Inc.’s name does not appear anywhere on the shipment.
As a general rule, the laws of the states where shipments are delivered determine whether sales tax will be due on a drop shipment transaction. In certain states WATS International, Inc. is required by law to collect sales tax for drop shipments into that state if Customer is not registered there, and the applicable sales tax law provides that Customer’s out-of-state resale certificate(s) is not sufficient to exempt the transaction from sales tax.
ADOT and DOT Orders (Automatic Dealer Order Transfer)
When placing merchandise orders from the Regional Distribution Center that services Customer’s account, Customer may elect to have any out-of-stock items transferred from another Regional Distribution Center without having to reorder them.
Regionally Stocked Merchandise Not Shown in WATS International, Inc.’s Catalog
Because of regional demand, some items that are not listed in WATS International, Inc.’s catalog may be stocked in one or more of WATS International, Inc.’s Regional Distribution Centers. Customer may order such items by specifying to WATS International, Inc.’s order taker or indicating as such on Customer’s purchase order.
Merchandise Shipped from Manufacturer (S.S. ITEMS)
Some items that WATS International, Inc. does not stock will be shipped directly to Customer from the manufacturer. Such items will be indicated “SS” (shipped separately) on the packing list. Allow extra time for delivery. SS items are cannot be returned except in cases of error by WATS International, Inc. or the manufacturer.
Not-Listed (N.L.) Special Order Merchandise
As an accommodation, WATS International, Inc. will attempt to obtain merchandise that is not listed on Empower Central, in ICAPS, price file downloads, through Customer’s WATS International, Inc. Sales Representative or that is not stocked in any WATS International, Inc. Distribution Centers, subject to the following provisions:
- Not listed special order merchandise will be shipped separately. When manufacturer’s policy allows, shipments will be made directly from the manufacturer to the customer.
- Customer’s order for N.L. merchandise must meet WATS International, Inc.’s and the manufacturer’s minimum dollar and/or unit quantity requirements.
- All orders will be invoiced once confirmation of shipment is received.
- Such merchandise is not subject to return except in cases of WATS International, Inc.’s error or that of the manufacturer.
- Such merchandise is not subject to any other discounts or rebates.
- For all furniture NL orders, contact WATS International, Inc.’s customer service department. Furniture NL merchandise is FOB point of shipment.
- For all non-furniture NL merchandise, call WATS International, Inc.’s Special Order Services Department at 1-800-788-2266, option 2. Non-furniture NL merchandise is shipped freight prepaid.
Disposition of Out-of-Stock Merchandise Orders
- Estimated Time of Arrival from Factory
- On items known to be out of stock at the time Customer’s order is entered into WATS International, Inc.’s computer, a 3-digit figure will be shown in the column headed “Estimated Time of Arrival From Factory” on the packing list. This is the date (expressed in terms of the Julian calendar) WATS International, Inc. expects this item to return to stock based on latest factory shipping information. NOTE: The Julian date is usually found at the bottom of each page on desk calendar pads. Example: JAN. 1 is 001; FEB. 1 is 032, DEC. 1 is 335.
- If the estimated time of arrival date is prior to Customer’s order date, the shipment is past due from the factory and WATS International, Inc. is checking for a new arrival date.
- Estimated time of arrival dates are subject to change based upon revised manufacturer’s shipping information.
- Customer has the option to back order merchandise at Customer’s assigned shipping facility (or closest ADOT facility). As back ordered merchandise becomes available, it will be shipped with Customer’s next stock order.
- On occasion WATS International, Inc. experiences protracted shipping delays from manufacturers. In such cases, back orders automatically will be cancelled within 120 or 180 days based on account setup parameters.
- There will be no back orders on non-listed or drop shipped merchandise.
- A back ordered item that becomes available at the time of next order will be handled based on account setup parameters.
WATS International, Inc. will use reasonable efforts to initiate shipment as close as possible to Customer’s requested ship dates. Any delivery date of products is approximate, is provided by WATS International, Inc. for the convenience of Customer, and is not binding on WATS International, Inc.. Unless otherwise agreed in writing by WATS International, Inc. or otherwise specified in any WATS International, Inc. price plans or catalog terms, all shipments by WATS International, Inc. are F.O.B. point of origin. Product prices do not include freight and handling; for all orders, including drop ship and ADOT orders, WATS International, Inc. will bill freight and handling in accordance with the freight plan for which Customer qualifies. Delivery of the products to the designated F.O.B. point of origin carrier will constitute delivery to Customer and risk of loss will thereupon pass to Customer. WATS International, Inc. reserves the right to make deliveries in installments. Delay in delivery of one installment will not entitle Customer to cancel other installments.
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 International, Inc. 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 in ICAPS, which you can access through Solutions Central.
- Customer must request a Return Authorization and return the merchandise to WATS International, Inc. 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 International, Inc..
- 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 International, Inc. will not accept returns of any sku in excess of the quantity of that sku Customer purchased from WATS International, Inc. in the 30 days prior to the date WATS International, Inc. receives the return.
- WATS International, Inc. reserves the right to refuse returns that do not comply with these terms. WATS International, Inc. will assess a 15% restocking charge for any returns WATS International, Inc. 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 International, Inc.. 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 International, Inc.. All product orders Customer sends to WATS International, Inc. 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 International, Inc. by Customer will be part of the contract for sale, and WATS International, Inc. objects to any such different or additional terms. Orders are subject to written or electronic acceptance by WATS International, Inc..
Disclaimer of Warranties; Transferable Rights
Customer acknowledges that WATS International, Inc. is not a manufacturer of any of the products it sells. WATS International, Inc. will transfer to Customer whatever transferable warranties and indemnities WATS International, Inc. receives from the manufacturers of the products, including any transferable warranties and indemnities regarding intellectual property infringement. In addition, WATS International, Inc. 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 International, Inc. under any applicable manufacturer's warranty on any product.
WATS International, Inc. 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 International, Inc. 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 International, Inc. 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 International, Inc. 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 International, Inc. 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 International, Inc. 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 International, Inc. to Customer, even if WATS International, Inc. has been advised of the possibility of such damages or losses. In no event will WATS International, Inc. 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 International, Inc. 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 International, Inc. 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 International, Inc.’s sole obligation and liability to Customer and Customer’s sole and exclusive remedy is limited, at WATS International, Inc.’s 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 06/28/12 7 has complied with WATS International, Inc.’s then applicable return policies and procedures.
Each of Customer and WATS International, Inc. 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 International, Inc. will not be liable for any delay in or impairment in its performance resulting in whole or in part from factors beyond WATS International, Inc.’s control in the conduct of its business, including without limitation, shortages, inability to procure products or supplies through WATS International, Inc.’s regular sources, or strikes, slowdowns or other labor disputes or disruptions. WATS International, Inc.’s time for performance of any such obligation shall be extended for the time period of such delay or WATS International, Inc. 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 International, Inc. 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 International, Inc., any rights or remedies under or by reason hereof.
Rights and Remedies. The failure or delay of WATS International, Inc. 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 International, Inc. or Customer specified herein or at law, in equity or otherwise, are distinct and separate, whether or not exercised by WATS International, Inc. or Customer and, except as otherwise agreed in writing by WATS International, Inc. 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 International, Inc. 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 International, Inc. 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 International, Inc. 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 International, Inc.. Neither WATS International, Inc.’s acknowledgement of a Purchase Order nor WATS International, Inc.’s 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