Terms & Conditions

Applicability: These terms and conditions of sale (these “Terms”) are the only terms that govern the sale of the goods (“Goods”) by DecisionPoint Technologies, Inc. (“Seller”) to the buyer (“Buyer”) set forth on the invoice, quotation or other sales confirmation (“Sales Confirmation”) that reference these Terms or to which these Terms are attached. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms. The accompanying Sales Confirmation and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms. Seller hereby rejects any terms and conditions proposed by Buyer in their entirety. 

Delivery; Shipment Terms; Title and Risk of Loss: The Goods will be delivered within a reasonable time after the receipt of Buyer’s purchase order. Unless otherwise agreed in writing by the parties or set forth on a Sales Confirmation, Seller deliver the Goods ExWorks (Incoterms 2020) Seller’s facility set forth on the applicable Sales Confirmation (the “Delivery Point”) using Seller’s standard methods for packaging and shipping such Goods. Seller shall not be liable for any delays, loss, or damage in transit. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order. Title and risk of loss pass to Buyer upon delivery of the Goods at the Delivery Point.

Return Merchandise Authorization Policy: All returns must be authorized by Seller’s issuance of a return merchandize authorization (“RMA”) number. Returned items will only be accepted within 30 calendar days from the original date of shipment, except that Symbol® products may only be returned within 15 calendar days from the original date of shipment. RMA approval is contingent upon the applicable Goods being returned 100% complete in the original packaging. Incomplete returns are subject to a re-boxing fee (billed separately) or refusal of return. Buyer must ship returns freight prepaid and reference the RMA number on the mailing label. Returns may be subject to a 20% restocking fee. Software, customized hardware, labels, ribbons and media are non-returnable. Returns received after the 30 day period or without a valid RMA number may be refused and/or returned to Buyer. Buyer may be billed and be held liable for return freight charges. Customer agrees to pay Seller for labor, transportation or parts necessary to repair returned merchandise damaged at the Buyer’s risk by events such as: flood, fire, abuse, accident, neglect, power surge, or use of accessories not-conforming to the Good’s manufacturer’s published specifications.

Price: Buyer shall purchase the Goods from Seller at the price(s) (the “Price(s)”) set forth in the Sales Confirmation, and if a Sales Confirmation does not exist or does not set forth the Prices, Seller’s published price list in force as of the date of Buyer’s purchase order. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel, or real or personal property or other assets.

Payment Terms: Unless otherwise set forth in an applicable invoice, Buyer shall pay all invoiced amounts due to Seller within 30 days from the date of Seller’s invoice. Buyer shall make all payments hereunder by in US dollars. Buyer shall pay interest on all late payments at the lesser of the rate of 2% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder and such failure continues for 10 days following written notice thereof. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy, or otherwise.

Disclaimer Of Warranties: Unless expressly stated in a separate express warranty writing provided by Seller, all warranties are direct from the manufacturer of the equipment and not from Seller, and SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. Any equipment identified in a Sales Confirmation or other writing from Seller identified as “AS-IS” is non-returnable, has no warranty, and is not warranted to be in working condition. AS-IS equipment is not tested electronically or mechanically, and is not cleaned or refurbished.

Limitation of Liability: 

IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THSE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD UNDER THE SALES CONFIRMATION GIVING RISE TO THE CLAIM.

Amendment and Modification: These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.

Compliance with Law: Each party shall comply with all applicable laws, regulations, and ordinances. Each party shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under these terms. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance. Seller may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.

Waiver: No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Confidential Information: All non-public, confidential or proprietary information of each party, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by one party (as the “Discloser”) to the other party (as the “Recipient”), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by the Discloser in writing. Upon the Discloser’s request, Recipient shall promptly return all documents and other materials received from Discloser. Discloser shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure without an obligation of confidentiality; (c) rightfully obtained by Buyer on a non-confidential basis from a third party; or (d) independently developed by the Recipient without use of or reference to the Discloser’s confidential information.

Force Majeure: No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) natural disaster, flood, fire, earthquake, epidemic, pandemic or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate materials, internet power or transportation facilities; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

Governing Law; Language: All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule. Choice of law rules of any other jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods shall not apply. This Agreement is in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall not be binding on the parties. All communications and notices to be made or given pursuant to this Agreement shall be in the English language. In the event of any Dispute (as defined in Section 13(b)) arising out of or related to any actual or alleged breach of Section 11, such Dispute may be resolved through Section 13(c) first. Unless otherwise agreed by the parties, prior to and as a condition precedent to mediation or any other binding dispute resolution of any Dispute (as defined below), the parties shall follow the steps set forth below to attempt to resolve the applicable Dispute

(a) Negotiation: The parties agree to first negotiate in good faith all unsettled claims, counterclaims, disputes, and other matters in question between them arising out of this Agreement or the breach thereof (collectively, “Disputes”) for a period of 30 days from the date of a notice of such Dispute.

(b) Mediation: If, despite the parties’ good faith efforts, the parties are unable to resolve a Dispute pursuant to Section 13(a), the parties will then seek to agree on a an institution to administer non-binding mediation. All such mediations shall take place in Baltimore, Maryland, unless the parties mutually agree otherwise. If the parties are unable to agree on a mediation institution within 10 days after the negotiation set forth in Section 13(a) has failed, the parties will select the highest-ranking mediation institution in Baltimore, Maryland, or the location otherwise agreed by the parties. Any mediation will be kept confidential and the existence of the proceeding and any element thereof (including the documents submitted or exchanged) will not be disclosed beyond the parties, their counsel, and any other person necessary to the conduct of the proceeding, except as may be lawfully required in judicial proceedings. Each party shall be responsible for its own costs associated with such mediation, including attorneys’ fees, and one-half of any mediation fees.

(c) Courts of Competent Jurisdiction: If the parties are unable to resolve the Dispute pursuant to Sections 13(a) and 13(b), the parties agree that the Dispute shall be settled in the exclusive jurisdiction of the state and federal courts located in the State of Delaware.

Severability: If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Survival: Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction and Survival.