PCE Americas Inc.
711 Commerce Way Suite 8
|Phone:||+1 (561) 320-9162|
|Fax:||+1 (561) 320-9176|
|National tax ID:||EIN 47-2076839|
|EU V.A.T. ID:|
If you return a Product to us (for instance, because you have notified us that you do not agree to a change in these terms and conditions or in any of our policies or because you consider that the Product is defective), we will examine the returned Product and will notify you of our refund determination via e-mail within a reasonable period of time. We will usually process the refund due to you as soon as possible and, in any case, within 30 days of the date we confirmed to you via e-mail that you were entitled to a refund. We will refund the price of a defective Product in full, including any applicable delivery charges and any reasonable costs you incur in returning the item to us.
We will usually refund any money received from you using the same method originally used by you to pay for your purchase.
This page (together with the documents referred to on it) provides the terms and conditions for the purchase and sale, within the United States, of any of the products (“Products”) listed on either of our websites, www.industrial-needs.com and www.pce-instruments.com (collectively, the “Website”). Please read these terms and conditions carefully, and make sure you understand them, before ordering any Products from our Website. You understand and agree that by ordering any Products from our Website, you agree to be bound by these terms and conditions. You should print a copy of these terms and conditions for future reference.
1. WHO WE ARE
We are PCE Americas Inc., a Florida corporation, located at 711 Commerce Way, Suite 8, Jupiter, FL 33458.
2. YOUR STATUS
By placing an order through our Website, you warrant that (i) you are legally capable of entering into binding contracts, and (ii) you are at least eighteen (18) years old.
3. WRITTEN COMMUNICATIONS
Applicable laws require that some of the information or communications we send to you should be in writing. When using our Website, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our Website. For contractual purposes, you consent to this electronic means of communication, and you acknowledge and agree that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
4. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
4.1 After placing an order, you will receive an e-mail from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy a Product. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that the Product has been dispatched (a “Dispatch Confirmation”). The contract between us (the “Contract”) will only be formed when we send you the Dispatch Confirmation.
4.2 The Contract will relate only to the type and quantity of those Products whose dispatch we have confirmed in the Dispatch Confirmation. We will not be obliged to supply any other Products which may have been part of your order until the dispatch of such Products has been confirmed in a separate Dispatch Confirmation.
5. AVAILABILITY AND DELIVERY
Your order will be fulfilled by the delivery date set out in the Dispatch Confirmation or, if no delivery date is specified, then within a reasonable period of time after the date of the Dispatch Confirmation, unless there are exceptional circumstances. While we attempt to be as accurate as possible, we do not warrant that Product descriptions or other content provided on our Website is accurate, complete, reliable, current, or error-free. If a Product offered by us is not as described, your sole remedy is to return it in unused condition.
As part of the order fulfillment process, we may re-direct your order from our Website to a secure website of one of our foreign affiliates that hosts our inventory management system for purposes of determining the existence and location of the Products you ordered.
6. RISK AND TITLE
6.1 All Products purchased from our Website are made pursuant to a shipment contract, which means the risk of loss for such Products passes to you upon our delivery to the carrier.
6.2 Title and ownership of the Products will only pass to you when we receive full payment of all sums due in respect of the Products, including delivery charges.
7. PRICE AND PAYMENT
7.1 The price of the Products and our delivery charges will be as quoted on our Website from time to time, except in cases of obvious error.
7.2 Product prices exclude sales, use and other taxes. You are responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate.
7.3 Product prices and delivery charges are subject to change at any time, but changes will not affect orders in respect of which we have already sent you a Dispatch Confirmation.
7.4 Our Website contains a large number of Products. It is always possible that, despite our best efforts, some of the Products listed on our Website may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Product's correct price is less than the price stated on our Website, we will charge the lower amount when dispatching the Product to you. If a Product’s correct price is higher than the price stated on our Website, we will charge the lower price as stated on our Website when dispatching the Product to you, to the extent that the variance between the stated price and the correct price is within twenty percent (20%); otherwise, we will either contact you for instructions before dispatching the Product or reject your order and notify you that we are rejecting it.
7.5 If the pricing error is obvious and could have reasonably been recognized by you as an error, we do not have to provide the Products to you at the incorrect (lower) price.
7.6 Payment for all Products may be made by credit or debit card, by Paypal, by bank transfer or by check.
7.7 You hereby grant us a first priority purchase money security interest in the Products and any accounts receivable or cash from resale thereof until full payment for such Products is made by you to us. You agree to file, and you permit and authorize us to file, any financing statements or other appropriate documents with appropriate governmental authorities to perfect the validity, priority, and enforceability of our security interest.
8. REFUND POLICY
8.1 You should contact us, if you are not satisfied with a Product purchased for any reason. We will promptly exchange the Product or refund your purchase, if you return the Product to us within thirty (30) days of purchase, provided you return the Product to us in its original packaging and include a proof of purchase from PCE Instruments with your return and, further provided, the returned Product is in an unused, undamaged and saleable condition. We may deny or otherwise charge you restocking fees and other charges on any Product return that fails to meet the return requirements stated above. We will examine all returned Products and will notify you of our refund determination via e-mail within a reasonable period of time. Should we agree to refund your purchase, we will usually process the refund due to you as soon as possible and, in any case, within thirty (30) days of the date we confirmed to you via e-mail that you were entitled to a refund. We will refund the price of a defective Product in full, including any applicable delivery charges and any reasonable costs you incur in returning the item to us.
8.2 We will usually refund any money received from you using the same method originally used by you to pay for your purchase.
We warrant to you that for a period of two (2) years any Product manufactured by us and purchased from us through our Website will conform in all material respects with its description, be of reasonably satisfactory quality, and be reasonably fit for all the purposes for which products of that kind are commonly supplied, and for any Product not manufactured by us, then to the extent a manufacturer’s warranty exists with respect to such Product, we will pass such manufacturer’s warranty on to you. EXCEPT AS PROVIDED IN THE FOREGOING SENTENCES AND EXCEPT AS OTHERWISE SPECIFIED IN WRITING, ALL PRODUCTS ARE PROVIDED BY US ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PRODUCTS; INSTEAD, YOU EXPRESSLY AGREE THAT YOUR USE OF THE PRODUCTS IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
10. OUR LIABILITY
10.1 Subject to clause 10.2, if we fail to comply with these terms and conditions, we shall only be liable to you for the repair, replacement or refund of the purchase price paid, in our discretion, of those Products purchased by you through our Website and confirmed by a Dispatch Confirmation that give rise to such liability. SUBJECT TO 10.2 BELOW, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR LOST PROFITS, LOST BUSINESS, LOST ANTICIPATED SAVINGS, LOST DATA OR LOST REVENUE OR FOR WASTE OF MANAGEMENT OR OFFICE TIME OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, COVER, SPECIAL, RELIANCE OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND HOWEVER CAUSED, WHETHER FROM BREACH OF WARRANTY, BREACH OR REPUDIATION OF CONTRACT, NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR ANY OTHER LEGAL CAUSE OF ACTION FROM OR IN CONNECTION WITH THIS AGREEMENT (AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) TO THE MAXIMUM EXTENT PERMITTED BY LAW AND SHALL IN NO EVENT EXCEED PURCHASE PRICE PAID BY YOU FOR THE PRODUCTS GIVING RISE TO SUCH LIABILITY. CERTAIN STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
10.2 Notwithstanding the foregoing, nothing in this agreement excludes or limits our liability for: (i) death or personal injury caused by our negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.
11. IMPORT DUTY
11.1 If you order Products from our Website for delivery outside the United States, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.
11.2 Please also note that you must comply with all applicable laws and regulations of the country for which the products are destined. We will not be liable for any breach by you of any such laws.
All notices given by you to us must be given to PCE Americas Inc. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 3 above. Notice will be deemed received and properly served immediately when posted on our Website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
13. TRANSFER OF RIGHTS AND OBLIGATIONS
13.1 The Contract between you and us is binding on you and us and on our respective successors and assignees.
13.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
13.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
14. EVENTS OUTSIDE OUR CONTROL
14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (each a “Force Majeure Event”).
14.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control , including, without limitation, the following: (i) strikes, lock-outs or other industrial action; (ii) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; (iii) fire, explosion, storm, flood, earthquake, subsidence, or other natural disaster; (iv) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; (v) impossibility of the use of public or private telecommunications networks; (vi) the acts, decrees, legislation, regulations or restrictions of any government; and (vii) pandemic or epidemic.
14.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable efforts to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
15.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations.
15.2 A waiver by us of any default will not constitute a waiver of any subsequent default.
15.3 No waiver by us of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 3 above.
If any court or competent jurisdiction decides that any of the provisions of these terms and conditions or any provisions of a Contract are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, and the remaining terms will continue to be valid to the fullest extent permitted by law.
17. ENTIRE AGREEMENT
We intend to rely upon these terms and conditions and any document expressly referred to in them in relation to the subject matter of any Contract as the entire understanding between us and is intended to be the final and entire expression of our agreement. Each of us expressly disclaim any reliance on any and all prior discussions, emails, and/or agreements between us. There are no other verbal agreements, representations, warranties undertakings or other agreements between us. Under no circumstances will the terms, conditions or provisions of any purchase order, invoice or other administrative document issued by you in connection with an order be deemed to modify, alter or expand the rights, duties or obligations of either of us under, or otherwise modify, these terms and conditions, regardless of our failure to object to such terms, provisions, or conditions. While we accept responsibility for statements and representations made by our duly authorized agents, any variations from these terms and conditions will not be effective unless confirmed in writing by our duly authorized agents.
18. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
18.1 We have the right to revise and amend these terms and conditions from time to time.
18.2 You will be subject to the policies and terms and conditions in force at the time that you order products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Dispatch Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products).
19. LAW AND JURISDICTION
Contracts for the purchase of Products through our Website and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by applicable federal law, and the laws of the State of Florida, without regard to principles of conflict of laws, and excluding the Uniform Computer Information Transactions Act (UCITA) and the United Nations Convention on Contracts for the International Sale of Goods (CISG). Any dispute or claim arising out of or in connection with such contracts or their formation (including non-contractual disputes or claims) shall be brought exclusively in the United States District Court for the Southern District of Florida, West Palm Beach Division, and the parties hereto expressly consent to the jurisdiction and venue of said court.
20. INDEPENDENT CONTRACTORS; THIRD PARTY RIGHTS
A person who is not party to these terms and conditions or a Contract shall not have any rights under or in connection with them.
You acknowledge and agree that as between you and us, we exclusively own all rights, title and interest in and to all intellectual property rights in the Website, any software used to operate the Website and the Products. In addition, we shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into Website or Products any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the operation of the Website and/or the Products. We reserve any rights not expressly granted herein. Our service marks, logos and Product names are marks of PCE Americas Inc. and/or its affiliates (the "Marks"). You agree not to display or use the Marks in any manner without our express prior written permission.
22. ACCESS TO INTERNET
You are responsible for procuring and maintaining the network connections that connect you to the Website, including, but not limited to, "browser" software that supports protocol we use and to follow logon procedures for services that support such protocols. We are not responsible for notifying you of any upgrades, fixes or enhancements to any such software, or for any compromise of data transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which we do not own or operate. We assume no responsibility for the reliability or performance of any connections described in this section.
23. ACCURACY OF YOUR INFORMATION
You shall provide accurate, current and complete information on your legal business name, address, email address, and phone number, and maintain and promptly update this information in your account settings on our Website, as applicable, if it should change.
24. USER PASSWORDS; ACCESS
You are responsible for the confidentiality and use of your passwords and user names. You are also responsible for all electronic communications, including those containing business information, account registration, account holder information, financial information, customer data, and all other data of any kind contained within emails or otherwise entered electronically through the Website or an order or under your account. We will act as though any electronic communications we receive under your passwords, user name, and/or account will have been sent by you. You shall use commercially reasonable efforts to prevent unauthorized access to or use of your account on our Website and shall promptly notify us of any unauthorized access or use of your account on our Website and any loss or theft or unauthorized use of your password or user name and/or account.
25. LAWFUL CONDUCT
You shall comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its use of the Website, including without limitation those related to privacy, electronic communications and anti-spam legislation. You agree not to access the Website or your account or purchase any Product online by any means other than through the interfaces that we provide. You will not do any "mirroring" or "framing" of any part of the Website, or create Internet links to the Website which include log-in information, user names, passwords, and/or secure cookies. You will not in any way express or imply that we endorse any opinions contained in any of your electronic communications.