Terms of sale

1. Application of these terms

These terms of sale govern all quotations, order confirmations, sales and deliveries of merchandise by Internet Content Group (“Seller”) to a business customer (“Buyer”). They apply to the exclusion of any terms Buyer seeks to impose, including terms printed on a purchase order, unless Seller agrees to them in a signed writing.

Placing an order, accepting a quotation or accepting delivery constitutes acceptance of these terms.

2. Wholesale accounts only

Seller sells wholesale to businesses purchasing for resale or commercial use. Buyer must provide a valid resale certificate, business licence or equivalent documentation before an account is opened, and must promptly notify Seller if that documentation lapses or changes. Seller may decline to open or continue any account at its discretion.

3. Quotations and orders

• Quotations are invitations to order, not binding offers, and are valid for the period stated on the quotation or, if none is stated, for fourteen (14) calendar days.
• A contract is formed only when Seller issues a written order confirmation or dispatches the goods, whichever occurs first.
• All orders are subject to stock availability at the time of confirmation. Seller may allocate limited stock among customers on a reasonable basis.
• Minimum order quantities vary by brand and product line and are stated on the quotation.
• Where a specific SKU becomes unavailable, Seller may offer a substitute of equivalent specification. Buyer is not obliged to accept a substitute.

4. Pricing and taxes

• Prices are quoted in United States dollars and exclude freight, insurance, duties and taxes unless expressly stated otherwise.
• Prices are those confirmed on the applicable order confirmation. Prices on the website or in catalogues are indicative and may change without notice.
• Buyer is responsible for all sales, use, excise and similar taxes, except where a valid exemption or resale certificate is on file.
• Where Seller has quoted based on manufacturer costs, freight rates or duties that change materially before shipment, Seller may adjust the price on written notice, and Buyer may cancel the affected portion of the order without penalty within five (5) business days of that notice.

5. Payment terms

• Unless credit terms have been approved in writing, payment is due in cleared funds before dispatch.
• Approved accounts may be granted net terms following a credit review. Seller may reduce, suspend or withdraw credit at any time on notice.
• Accepted payment methods are ACH transfer, wire transfer and company cheque. Other methods may be accepted at Seller’s discretion and may carry a processing fee.
• Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the due date until paid.
• Buyer must pay all reasonable costs of collection, including legal fees, on overdue amounts.
• Buyer may not set off, deduct or withhold any amount without Seller’s written agreement.
• Seller may suspend deliveries while any amount is overdue.

6. Delivery and freight

• Delivery dates are estimates given in good faith and are not guaranteed. Time is not of the essence unless expressly agreed in writing.
• Unless agreed otherwise, goods are sold Ex Works or FOB Seller’s shipping point, and freight is charged to Buyer at cost or as quoted.
• Buyer may nominate its own carrier and account. Where Buyer does so, Seller has no responsibility for the performance of that carrier.
• Seller may deliver in instalments. Each instalment is treated as a separate contract, and a defect in one instalment does not entitle Buyer to cancel the remainder.
• If Buyer fails to accept delivery, Seller may store the goods at Buyer’s cost and risk, or resell them and recover any shortfall.

7. Title and risk of loss

Risk of loss or damage passes to Buyer when the goods are handed to the carrier at Seller’s shipping point. Title passes only when Seller has received payment in full and cleared funds for the goods and for any other amount then due from Buyer. Until title passes, Buyer holds the goods as bailee, must keep them identifiable and insured, and must not encumber them.

8. Inspection and claims

• Buyer must inspect goods on arrival and note any visible damage or shortage on the delivery receipt before signing.
• Claims for shortage, incorrect goods or visible damage must be notified to Seller in writing within five (5) business days of delivery, with supporting photographs and the signed delivery receipt.
• Claims for concealed damage must be notified within ten (10) business days of delivery, with the original packaging retained for inspection.
• Failure to notify within these periods constitutes acceptance of the goods as delivered and conforming.
• Buyer must not return goods without a return authorisation number issued by Seller.

9. Returns and cancellations

• Goods correctly supplied are not returnable except with Seller’s written agreement. Where Seller agrees, a restocking fee of up to twenty percent (20%) may apply, and return freight is Buyer’s responsibility.
• Returned goods must be unused, in original sealed packaging and in resaleable condition.
• Closeout, clearance, special-order and discontinued goods are sold as final and are not returnable.
• Orders may be cancelled only with Seller’s written agreement. Buyer is responsible for costs incurred before cancellation, including committed stock and freight.
• Where goods are confirmed defective or incorrectly supplied by Seller, Seller will, at its option, replace them, arrange collection or issue a credit, and will bear reasonable return freight.

10. Warranties

Seller warrants that goods will be supplied with good title and will conform to the description on the order confirmation at the time of delivery.

Seller is a distributor, not a manufacturer. Goods carry the manufacturer’s warranty, if any, and Seller passes through to Buyer the benefit of that warranty to the extent it is transferable. Except as expressly stated in this section, and to the fullest extent permitted by law, Seller disclaims all other warranties, express or implied, including the implied warranties of merchantability and fitness for a particular purpose.

11. Product safety and recalls

Buyer is responsible for complying with all laws applicable to its onward sale of the goods, including labelling, safety, age-grading and consumer protection requirements in the markets where it sells.

If Seller becomes aware of a manufacturer recall or safety notice affecting goods supplied to Buyer, Seller will pass on the information it receives without undue delay. Buyer must cooperate with any recall or corrective action, including ceasing further sale of affected stock and providing distribution records reasonably requested.

12. Resale obligations

• Buyer must not remove, alter, deface or obscure any manufacturer label, serial number, batch code, safety marking or packaging.
• Buyer must not represent itself as an agent, distributor or authorised representative of Seller or of any manufacturer.
• Buyer must store and handle goods in accordance with any manufacturer instructions.
• Buyer is responsible for any resale restrictions imposed by a manufacturer of which it has been notified, and for export control and sanctions compliance where goods are shipped outside the United States.

13. Limitation of liability

To the fullest extent permitted by law, Seller will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, business, goodwill or anticipated savings, however arising, whether in contract, tort, negligence, strict liability or otherwise, even if advised of the possibility.

Seller’s total aggregate liability arising out of or relating to any order will not exceed the amount actually paid by Buyer to Seller for the specific goods giving rise to the claim.

Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud.

14. Force majeure

Seller is not liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, fire, flood, severe weather, epidemic, war, terrorism, civil unrest, labour disputes, carrier or port disruption, supplier or manufacturer failure, shortage of materials, cyber-attack, utility failure, or government action. Seller will notify Buyer and may suspend or cancel the affected portion of an order without liability.

15. Governing law

These terms and any dispute arising from them are governed by the laws of the State of California, excluding its conflict of law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. The state and federal courts located in Los Angeles County, California have exclusive jurisdiction.

16. General

• Entire agreement. These terms, together with the applicable quotation and order confirmation, are the entire agreement between the parties for the sale of goods.
• Amendments. No variation is effective unless agreed in writing by Seller.
• Severability. If a provision is held unenforceable, the remainder continues in effect.
• No waiver. Failure to enforce a right is not a waiver of it.
• Assignment. Buyer may not assign its rights or obligations without Seller’s written consent.
• Notices. Notices must be in writing and sent to the addresses on the order confirmation or to the contact details below.

Internet Content Group
23233 W Canterbury Way
West Hills, CA 91307
United States
Telephone: 747-356-1944
Email: [email protected]