Terms & Conditions

TERMS AND CONDITIONS OF SALE 

1. General. These Terms and Conditions of Sale (“Terms and Conditions”) apply to all sales by InnStock _ (“InnStock”, “we” or “us”) (each entity and subsidiary, a “InnStock”), and constitute the complete and final agreement between us and the buyer of Products (“Products”) sold through Innstock (“Buyer”). Innstock’s acceptance of any order is conditional upon the Buyer’s assent to these Terms and Conditions of Sale. No additional or different terms or conditions, including any such contained in any Buyer purchase order, acknowledgment or other form or correspondence will be of any force or effect.  Use of the Products shall constitute acceptance of these Terms and Conditions. Further, Buyer’s use of the Products will be subject to the applicable end user license agreement or terms of use as provided by the manufacturer.

2. Invoices; Payment. Any invoice to Buyer shall conclusively be deemed accepted, and all defenses thereto irrevocably waived, unless written objection thereto is received by InnStock within sixty (60) days after receipt of the invoice by Buyer. Payment is due as stated on the applicable invoice. Credits for cooperative advertising, warranty or other claims shall not be applied until approved by InnStock. InnStock reserves the right to withhold or cancel scheduled shipments in the event that any portion of Buyer’s account with InnStock is overdue and remains unpaid.
   
   
3. Credit. Following acceptance, each order is subject to credit approval by InnStock, which may, in its discretion, require payment in advance as a condition to shipment.

4. Delivery, Claims and Force Majeure. Delivery of goods to a carrier at InnStock’s loading point shall constitute delivery to Buyer. Regardless of shipping terms or freight payment, all risk of loss or damage in transit shall be borne by Buyer. InnStock may make delivery in installments. All installments shall be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Claims for shortages or other errors in delivery must be made immediately after receipt of a shipment. Failure to give notice constitutes unqualified acceptance and a waiver of all such claims by Buyer. Claims for loss or damage to goods in transit must be made to the carrier, and not to InnStock. All delivery dates are approximate.

5. Relief Clause & Force Majeure. InnStock shall not be liable for any damage as a result of any delay or failure to deliver due to any cause beyond InnStock’s reasonable control, including (but not limited to) any act of God, act of the Buyer, embargo or other governmental act, regulation or request, fire, accident, strike, slowdown, war, riot, act of terrorism, pandemic or other widespread outbreak of disease, delay in transportation or delays by InnStock’s suppliers.

6. Taxes and Other Charges. Any manufacturer’s tax, occupation tax, use tax, sales tax, excise tax, value added tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority on or measured by the transaction between InnStock and Buyer, excluding business income or franchise taxes imposed on InnStock, shall be paid by the Buyer in addition to the prices quoted or invoiced. In the event InnStock is required to pay any such tax, fee or charge, the Buyer shall reimburse InnStock therefor.

7. Change InnStock may, without notice or other obligation to Buyer, at any time make such changes in design and construction of Products as InnStock deems appropriate. InnStock may furnish suitable substitutes for materials unobtainable because of priorities or regulations established by governmental authority or nonavailability of materials from suppliers. InnStock may also at any time, upon notice but otherwise without obligation to Buyer, discontinue the sourcing, supply, or the manufacturing of any product ordered.

8. Limited Manufacturer’s Warranty. Products supplied hereunder are subject to the applicable manufacturer’s warranty in effect from time to time. Buyer shall deliver that written warranty to Buyer, for ultimate delivery to the end users of those Products. InnStock’s entire liability and Buyer’s exclusive remedy for material defects discovered during the applicable warranty period shall be the replacement of any defective Products. To receive replacement of defective Products, Buyer must receive a return authorization number from InnStock and return it to InnStock at Buyer’s expense with a copy of Buyer’s receipt or purchase order. This limited warranty is void if an alleged defect has resulted from accident, abuse, or misapplication. This remedy is not available to the extent it is prohibited under United States export control laws and regulations.

9. Returns. No Products shipped hereunder may be returned without InnStock’s prior written approval, which approval may be withheld in InnStock’s sole discretion.

10. Compliance with Law. Buyer shall ensure that all Products purchased by Buyer from InnStock are sold in compliance with all laws, statutes, regulations, judicial or governmental restrictions, codes and ordinances, whether local, state or national. Buyer shall immediately provide to InnStock a copy of all communications received from or sent to any regulatory body that pertains to the Products purchased by Buyer from InnStock. Buyer shall be responsible for and shall defend and hold InnStock and its affiliates harmless from, any claims made for Products purchased by InnStock and resold in violation of this Section. 

11. Disclaimer & Limitation of Liability.

1. EXCEPT AS SET FORTH HEREIN OR IN THE APPLICABLE MANUFACTURER’S WARRANTY OR TERMS AND CONDITIONS, THE PRODUCTS ARE SOLD ON AN “AS IS” BASIS AND INNSTOCK DISCLAIMS ALL STATUTORY AND IMPLIED WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR warranties against hidden or latent defects. FURTHERMORE, INNSTOCK DOES NOT WARRANT THAT USE OF THE PRODUCTS WILL BE uninterrupted or error-free. To the extent permitted by law, this warranty and the remedies set forth are exclusive and in lieu of all other warranties, remedies and conditions, whether oral, written, statutory, express or implied. In so far as such warranties cannot be disclaimed, INNSTOCK limits the duration and remedies of such warranties to the duration of the limited warranty set forth in the applicable manufacturer’s warranty.
   
   
2. INNSTOCK WILL NOT, UNDER ANY CIRCUMSTANCES OR CAUSES OF ACTION BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE PRICE PAID BY BUYER FOR THE PRODUCTS. INNSTOCK SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR CONTINGENT DAMAGES WHATSOEVER, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHER THEORIES OF LAW, WITH RESPECT TO PRODUCTS SOLD BY INNSTOCK, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO. Without limiting the generality of the foregoing, InnStock shall have no liability for property or personal injury damages, penalties, special or punitive damages, damage for lost profits or revenues, loss of use of Products or any associated equipment, cost of capital, cost of substitute Products, facilities or services, or for any other types of economic loss, or for claims of Buyer’s Buyers or any third party for any such damages.
   
   
3. NOTWITHSTANDING THE FOREGOING, SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY OR ON IMPLIED WARRANTIES AND DISCLAIMERS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO BUYER.

12. Severability Clause. If any provision of these Terms and Conditions of Sale shall for any reason be held unenforceable, such provision shall be deemed deleted and replaced by an enforceable provision which, insofar as possible, achieves the same economic and other benefits for the parties as the severed provision was intended to achieve, and the remaining provisions of these Terms and Conditions of Sale shall continue in full force and effect. 

13. Delays. Unless otherwise accepted in writing, InnStock shall not be liable for delays or non- delivery which are not within InnStock’s sole control.

14. No Waiver. InnStock will not be deemed to have waived any right or remedy related to the transactions contemplated herein unless such waiver is reduced to writing and signed and dated by InnStock.

15. Governing Law. THE SALE OF THE PRODUCTS COVERED BY THESE TERMS AND CONDITIONS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (WITHOUT REFERENCE TO CONFLICTS OF LAWS). THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY TEXAS STATE COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN HARRIS COUNTY, AND ANY APPELLATE COURT FROM ANY OF THE AFOREMENTIONED COURTS, WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND CONSENT TO THE SERVICE OF PROCESS IN ANY MANNER PERMITTED BY LAW.