Solid

Terms & Conditions

These terms and conditions of sale which appear on all invoices are the terms and conditions upon which Solid Design Solutions, Inc. ("SDS") make all sales.  SDS will not accept any other terms and conditions of sale, unless Buyer and SDS have executed a written agreement which specifically modifies, supersedes and/or replaces these terms and conditions.  Acceptance of all purchase orders is expressly made conditional upon Buyer's assent, expressed or implied, to the terms and conditions set forth herein without modification or addition.

1. ACCEPTANCE OF PURCHASE ORDERS
Buyer's acceptance of these terms and conditions shall be indicated by any of the following, whichever first occurs:  (a) Buyer's making of an offer to purchase Product from SDS; (b) Buyer's written acknowledgment hereof; (c) Buyer's acceptance of any shipment of any part of the items specified for delivery (the "Products"); or (d) any other act or expression of acceptance by Buyer.  SDS's acceptance is expressly limited to these terms and conditions in their entirety without addition, modification or exception, and any term, condition or proposals hereafter submitted by Buyer (whether oral or in writing) which is inconsistent with or in addition to these terms and conditions is objected to and is hereby rejected by SDS.  SDS's silence or failure to respond to any such subsequent or different term, condition or proposal shall not be deemed to be SDS's acceptance or approval thereof.

2. DELIVERY
Domestic:  For all domestic transactions, unless otherwise stated on the front of the invoice, title to the Products and all risk of loss or damage with respect to the Products shall pass to Buyer upon delivery by SDS to the carrier or Buyer's representative at SDS's logistics center. 
International:  For all international transactions, the Product shall be sold FCA SDS’s logistics center.  SDS assumes no responsibility for charges related to customs clearance in the country of delivery, customs duties, VAT or any other charges or taxes within the country designated for delivery by the Buyer.  Title shall pass to the Buyer upon delivery to the Buyer or Buyer’s representative at SDS’s logistics center. 
Delivery is subject to the payment provisions set forth herein and to SDS's receipt of all necessary information and documentation from Buyer including all import certificates, exemption and/or resale certificates, licenses and other documents as may be required from Buyer for export of the Product.  Buyer shall promptly notify SDS, in no event later than five (5) business days after delivery, of any claimed shortages or rejection as to any delivery.  Such notice shall be in writing and shall be reasonably detailed, stating the grounds for any such rejection.  Failure to give any such notice within such time shall be deemed an acceptance in full of any such delivery.  SDS shall not be liable for any shipment delays beyond the reasonable control of SDS which affect SDS or any of SDS's suppliers, including, but not limited to, delays caused by unavailability or shortages of Products from SDS's suppliers; natural disasters, acts of war; acts or omissions of Buyer; fire, strike, riot, or governmental interference; unavailability or shortage of materials, labor, fuel or power through normal commercial channels at customary and reasonable rates; failure or destruction of plant or equipment arising from any cause whatsoever; or transport failures.

3. PRICE AND PAYMENT
Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes), as well as import or customs duties, license fees and any other similar charges, however designated or levied on the sale or delivery of the Products or measured by the purchase price paid for the Products.  SDS's prices set forth on the front side of the invoice do not include such taxes, fees and charges.  Exemption certificates must be presented to SDS prior to shipment if they are to be honored. 
Payment Terms:  Unless otherwise specified, the payment terms are COD.  SDS, at its discretion, may require reasonable advance assurances of payment through irrevocable bank letters of credit or otherwise.  All unpaid invoices shall bear interest at an amount equal to 1-1/2% of the outstanding balance per month (or the maximum rate of interest allowed to be contracted for by law, whichever is less), commencing upon the date payment is due.  Buyer's failure to make timely payment may result in such action as commencement of proceedings for collection, revocation of credit, stoppage of shipment, delay or cessation of future deliveries, repossession of unpaid delivered goods and termination of any one or more sales agreements.  Notwithstanding any "net" payment provisions specified on the invoice, SDS shall have no continuing obligation to deliver Products on credit, and any credit approval may be withdrawn by SDS at any time and without prior notice.  SDS retains (and Buyer grants to SDS by submitting a purchase order) a security interest in the Products to secure payment in full and compliance with these terms and conditions of sale. Buyer agrees to execute any additional documents necessary to perfect such security interest. 
Collections:  In the event the sales invoice shall be placed by SDS in the hands of an attorney or collection agency for the purpose of collection, with or without litigation, or for the purpose of enforcing SDS's security interest in the Products, the Buyer agrees to pay any and all costs associated with such placement, including, without limitation, attorney's fees and costs incurred prior to, during, or subsequent to trial, and including, without limitation, collection, bankruptcy, or other creditor's rights proceedings. 
Currency:  If a sale is to occur, or the Product is to be shipped, outside of the United States, Buyer acknowledges and agrees that the amount due SDS is contracted in U.S. Dollars and that payment in U.S. Dollars is of the essence.  Any payment by Buyer in local currency or the receipt by SDS of local currency as a consequence of enforcement procedures against Buyer will be deemed an authorization for SDS to use that local currency to purchase U.S. Dollars or, if such purchase is prohibited by local law, an authorization to purchase appropriate bonds or other instruments and export them from the Buyer's country in order to convert the currency into U.S. Dollars and apply the proceeds to the payment of any amounts owed to SDS by Buyer.  Any deficiency as a result of conversion of payment into U.S. Dollars shall be the responsibility of Buyer.

4. RETURNS
Any return of the Products purchased hereunder, whether for stock balancing purposes or because such Products are claimed to be defective, shall be governed by SDS's Product Return policies in effect on the date of the invoice, or as otherwise provided by SDS to Buyer in writing.  SDS’s Product Return policies are located below. SDS reserves the right to modify or eliminate such policies at any time.  Although SDS's policies may permit Buyer to return Products claimed to be defective under certain circumstances, SDS makes no representations or warranties of any kind with respect to the Products.  SDS HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.  SDS WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST OR EXPENSE FOR BREACH OF WARRANTY.  The right to return defective Products, as previously described, shall constitute SDS's sole liability and Buyer's exclusive remedy in connection with any claim of any kind relating to the quality, condition or performance of any Product, whether such claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise.  In the event SDS issues a return authorization to Buyer allowing Buyer to return Product to SDS, Buyer will deliver the Product to SDS's address in the United States, if so required by SDS, and Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes) as well as import or customs duties, license fees and similar charges, however designated or levied, on any replacement Product to be shipped by SDS to Buyer.

5. LIMITATION OF LIABILITY
SDS shall not be liable under any circumstances for any special, consequential, incidental, PUNITIVE or exemplary damages arising out of or in any way connected with the agreement to sell Product to Buyer or the Product, including, but not limited to, damages for lost profits, loss of use, lost data or for any damages or sums paid by Buyer to third parties, even if SDS has been advised of THE possibility of such damages.  The foregoing limitation of liability shall apply whether any claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise.

6. GENERAL
These terms and conditions shall constitute the final, complete and exclusive agreement of the parties with respect to all sales by SDS to Buyer and shall supersede all prior offers, negotiations, understandings and agreements.  Unless Buyer and SDS have executed a written agreement which specifically modifies, supersedes and/or replaces these terms and conditions, it is expressly agreed that no prior or contemporaneous agreement or understanding, whether written or oral, shall contradict, modify, supplement or explain these terms and conditions.  No additional or different terms or conditions, whether material or immaterial, shall become a part of any sales agreement unless expressly accepted in writing by an authorized officer of SDS in the United States.  Any waiver by SDS of one or more of these terms and conditions or any defaults hereunder shall not constitute a waiver of the remaining terms and conditions or of any future defaults.  No failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of its rights.  Any provision of these terms and conditions that is prohibited or unenforceable under the laws of the State of Minnesota shall be ineffective to the extent of such prohibition or unenforceability, without impairing or invalidating the remaining provisions of these terms and conditions.  All sales agreements shall be deemed made in, and shall be governed by, the laws of the State of Minnesota.  The venue for any disputes arising out of any sales agreement shall be, at SDS's sole and exclusive option, Anoka County, Minnesota or the courts with proper jurisdiction at Buyer's location.  ALL SALES TRANSACTIONS EXCLUDE THE APPLICATION OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.

7. RESALE
a)  Buyer acknowledges, represents and warrants that it currently complies with, and at all times shall comply with, and shall not act to contravene, relevant laws, codes, and regulations applicable to the purchase and sale of Products under these terms and conditions.  Buyer further acknowledges and agrees that the goods, software, and technology subject to these terms and conditions are subject to the export control laws and regulations of the United States, including, but not limited to, the Export Administration Regulations ("EAR"), and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Asset Controls. Buyer shall not, without prior U.S. government authorization, export, reexport, or transfer any goods, software, or technology subject to these terms and conditions, either directly or indirectly, to any country subject to a U.S. trade embargo or to any resident or national of any such country, or to any person or entity listed on the "Entity List" or "Denied Persons List" maintained by the U.S. Department of Commerce or the list of "Specifically Designated Nationals and Blocked Persons" maintained by the U.S. Department of Treasury. In addition, any goods, software or technology subject to these terms and conditions may not be exported, re-exported, or transferred to an end-user engaged in activities related to weapons of mass destruction. Such activities include, but are not necessarily limited to, activities related to: (1) the design, development, production, or use of nuclear materials, nuclear facilities, or nuclear weapons; (2) the design, development, production, or use of missiles or support of missiles projects; and (3) the design, development, production, or use of chemical or biological weapons.
b)  Buyer recognizes that some Product sales are limited to a specified territory and shall not sell Products outside that territory.  Such sales may constitute copyright or trademark infringement.  Products purchased by Buyer may also be subject to additional usage restrictions or authorizations imposed by the Product manufacturer or publisher.  Buyer is responsible for ensuring compliance with any such restrictions or authorizations.

8. RETURNS POLICY
All product returns must meet SDS's return policies in order for SDS to issue a Returns Authorization. Provided SDS has return rights with its manufacturers/suppliers, SDS only accepts the return of products that fall within one of these categories within THIRTY (30) DAYS from the date of SDS's invoice:

• Factory Sealed (in fully resellable condition - i.e. no stickers, markings, etc.)
• Defective or Dead on Arrival (DOA)

IF SDS DOES NOT HAVE RETURN RIGHTS TO THE MANUFACTURER,
THE PRODUCT IS NON-RETURNABLE.
Types of returns that you can request from SDS Customer Service:

• Replacement returns of products damaged on arrival (DOA) - If you have a COD account, SDS ships the replacement product as soon as the replacement order is placed.
• Cross-Shipment returns of DOA products - If you have a net-terms open account, SDS ships the replacement product immediately; you ship the damaged product, and the packages cross in transit.
• Credit returns of undamaged products - Credit returns may be available depending on a variety of conditions. You ship the product; when it is received, SDS credits your account. Custom-configured products cannot be returned for credit.

Products returned for any reason other than Dead on Arrival (DOA), Defective, or Open – Non Defective, must be in resalable condition (no stickers, etc.), complete and unused, and the outer seal must not have been opened or re-taped. Product boxes that have been opened or re-taped are not eligible for return and will be refused and returned back to the customer.
All eligible returns will receive a Credit that will be issued at current pricing or original purchase price, whichever is lower, for use toward future purchases.
For your Returns Authorization to be issued and honored, your Accounts with SDS must be current.
Products Returned Without a Valid Returns Authorization: Products not authorized for return shall be defined as "overgoods." Overgoods may be returned to you at your expense or SDS may, in its sole discretion, issue a credit for the last purchase price, or the current price or the cost of goods less a 30 percent handling fee. SDS will not be liable for any loss or damage to overgoods.
Custom Orders/Products Returns Not Allowed: All orders that require configuration or assembly of product to meet customer specifications are non-cancelable and may not be returned to SDS. These orders are custom built to meet a specific customer's need and may not be canceled. The customer is responsible for the full payment of the order once a purchase order has been sent to SDS.
Additional Products Not Eligible for Returns:

• End-of-Life Products
• Original Equipment Manufacturer (OEM) Products

Refusal of Orders: Refused orders may be subject to a cancellation fee. Call 763-786-7770 and ask for Ergotron Customer Service before refusing any shipment. Failure to call Customer Service may result in credit refusal, and products will be returned to you at your expense.

Returns Shipping Guidelines
For SDS to process your return in a timely manner, please review the information and follow the procedures outlined below:

• Use the original manufacturers' boxes and packaging.
• Package all returns to prevent damage in transit.
• Use shipping labels on cartons being returned.
• All returns must have an RA number printed on the return shipping label.
• Do not write addresses or RA numbers on the outside of the manufacturers' boxes. Products must be in resalable condition to receive credit.
• Note store number on return address label.
• All returns must be unused and include all components, accessories, cables, software and manuals in the original shipment.
• All returns must be received by SDS within 15 days from the date the RA number is issued. RA numbers are only valid for 15 days.
• Returns must be shipped freight pre-paid.

Dead on Arrival (DOA) / Defective Returns
Provided SDS has return rights with its manufacturers/suppliers, SDS will accept the return of products as long as the RA is issued within THIRTY (30) DAYS from the date of SDS's invoice. Products that are inoperable at first use are eligible for a DOA return depending upon the manufacturer's returns policy. Certain manufacturers may require that all DOA and defective products be returned directly to them, or they may limit the return time frame after purchase.
Manufacturer returns policies are subject to change without notice.
In accordance with manufacturer policies, SDS will make reasonable efforts to exchange DOA and defective products. All original packaging, components, accessories, software and manuals must be included with returned DOA and defective products. DOA and defective products returned incomplete may be assessed a charge for the missing items or returned to you at your expense.
If you have a DOA or defective product, please call 763-786-7770 and ask for Ergotron Customer Service.

Sealed Product Returns
Provided SDS has return rights with its manufacturers/suppliers, SDS will accept the return of Sealed Product Returns products as long as they are returned within THIRTY (30) DAYS from the date of SDS's invoice.
All products must have been purchased from SDS and your account with SDS must be current.
To qualify for sealed product returns, products must be in resalable condition in new, clean (without stickers, markings or other attachments), unopened, undamaged, original manufacturer packaging. All products must be returned with all original components, accessories, software, manuals and registration cards.
Non-Compliant Factory Sealed Returns: All factory sealed returns that are not received in resalable condition may be subject to a 30% restocking fee or returned to you at your expense. Credit will be issued at current pricing or original purchase price, whichever is lower, for use toward future purchases.
Discontinued/Obsolete Products: Manufacturers reserve the right to limit factory sealed returns on discontinued items.

Freight Damage Guidelines
In order for SDS to process your Freight Damage claim quickly and efficiently:

• Contact SDS Ergotron Customer Service at 763-786-7770 within 15 Days of the date of delivery to report the claim.
• Provide Customer Service with condition of the product, contact name and phone number where package is located. (Address must be the same as the address where the product was delivered.)
• UPS/Federal Express should inspect and/or pick up the damaged package, leave a call tag, pick up receipt and return the product back to SDS within 3-5 business days. Please keep this receipt for your records in case the product is not returned to SDS.
• In the event that the inspection does not take place, or your product is not picked up within 5 business days of your initial call, please contact SDS Ergotron Customer Service at 763-786-7770.