Cojali USA Inc. (hereafter, “Seller”) has entered into an agreement with certain manufacturers (hereafter, each a “Manufacturer”) to resell certain products (hereafter, the “Product”) and to include these Products in the Seller’s Catalog (hereafter, the “Catalog”). The Manufacturer of each Product shall be identified in the Catalog. Any sale, made by the Seller, of the Products included in the Catalog is subject to the following terms and conditions. Any order placed by a buyer (hereafter the "Buyer"), shall constitute their full acceptance of these terms and conditions and waiver of any other terms and conditions that may apply, except for the terms and conditions relating to the Product itself, which the Manufacturer shall make available to the Buyer. The terms and conditions set forth herein and any agreement for the sale of the Products by the Seller shall be governed by and construed in accordance with the laws of the State of Florida, submitting any dispute between the Seller and the Buyer, directly or indirectly related to the sale of the Products, to the courts of Miami, Florida; with express waiver of any conflict of laws and any other Jurisdiction that may be applicable.
The Prices of the products will be those established in the Catalog in force at any given time, which may be modified by the Seller at any time. The Buyer shall pay by credit card for all purchases made directly from the Seller. The Seller reserves the right to charge interest of up to 2% per month (without exceeding the maximum rate permitted by law) on amounts due and unpaid.
Any Manufacturer’s tax, occupation tax, use tax, sales tax, excise tax, duty, custom, inspection and testing fee, or any other tax, fee, interest, or a charge of any nature whatsoever imposed by a governmental authority, or by the Seller to the Buyer, shall be paid by the Buyer, adding those amounts to the prices shown in the Catalog In the event that the Buyer claims to be exempt from any tax or charge that should apply to it, the Buyer shall provide the Seller with the necessary documentation substantiating the exemption applicable to such tax or charge (e.g., an exemption certificate). If, for any reason, the Seller is required to pay any of the above taxes, fees, interest or charges, the Buyer shall promptly reimburse the Seller for such payment.
The Buyer accepts and acknowledges that, from time to time, there may be misprints, errors or inaccuracies in the Seller's documents (e.g., in the Catalog, price list, bulletins, and any other documents prepared and distributed by the Seller in connection with the commercialization of the Products and the management of orders). Such errors may be corrected at any time by the Seller, which shall also correct any consequences of such errors.
Once an order has been placed, the Buyer may not modify or cancel it, except upon payment to the Seller of any cancellation or modification charge established by the Seller. All orders placed through this website are subject to these Terms and Conditions, which may be updated from time to time by the Seller.
The shipment of the products will be made through the Transport Company indicated on the web page when placing the order.
The Seller will ship the products ordered in accordance with the data provided when placing the order, and assumes no responsibility when the delivery cannot be made as a result of incorrect or incomplete data provided. Likewise, it assumes no responsibility when delivery cannot be made due to the absence of the recipient, or due to the physical impossibility of making the delivery. The Buyer will be responsible for the costs of the failed shipment and its subsequent return, and the payment of these costs will be charged either to the bank card with which the purchase was made or by any other means subsequently agreed with the User.
Shipping costs vary according to the service chosen and the place of destination, and will be indicated at the moment of purchase. Product delivery is limited to a number of countries which can be checked during the checkout process.
The Transport Company shall be responsible for the handling and delivery of the products from the moment the Seller makes them available. The Seller shall not be responsible if the estimated deadline cannot be met for reasons beyond the Seller's control.
In the event that, upon receipt of the package, it shows visible damage or has been opened, the Buyer must check the contents before signing the delivery receipt. If the order is damaged or incomplete, the Buyer must immediately contact the Seller.
All software Products offered by the Seller consist of user licenses valid for one year from the date of purchase. Unless expressly requested by the Buyer, licenses will automatically be renewed on the last day of the one-year period at the applicable renewal price. In case of non-automatic renewal, the Buyer may request the renewal of the license from 3 months before and up to 15 days after the expiration date. In any case, the new renewal date will be calculated based on the current expiration date.
The Buyer hereby grants to the Seller a security interest in all Products ordered or delivered, until such time as the Buyer shall execute and deliver any financing statements or other documents as may be requested by the Seller in order for the Seller to establish a perfected security interest in the Product.
The Buyer shall be responsible for the unloading of the Products and shall have and provide the necessary equipment (forklifts, cranes, etc.). The Manufacturer shall provide the Buyer with all manuals and instructions normally provided with the Products, and the Seller shall not be responsible for the installation, testing or start-up of the Products. The terms and conditions of any services attached to or related to the Products, as well as of the Products themselves, shall be entirely up to the Manufacturer, and shall be determined between the Manufacturer and the Buyer, without intervention of the Seller.
In addition to any right of set-off provided by law to the Seller, all monies and accounts owed the Buyer hereunder shall be considered net of indebtedness of the Buyer to the Seller (including all its divisions, operating units and subsidiary corporations) arising from whatever cause; in addition, the Seller has the right to deduct any amounts due to or that become due hereunder to the Seller from any amounts due or to become due to the Buyer from the Seller.
In the event that the Products sold through this website are considered defective by the Buyer, the claim must be made within 30 days after the receipt of the Products. The Seller shall be permitted to inspect the Products, and the Buyer agrees and acknowledges that the Seller shall in no event be responsible for any transportation, manufacturing, installation, or other costs incurred by the Buyer in connection with the defective Product.
Likewise, the Seller is not responsible for the transport and delivery of the goods, and in case of damage occurred during delivery or transport, it must be claimed to the Transport Agency.
THE BUYER HEREBY AGREES AND ACKNOWLEDGES THAT THE SELLER SHALL HAVE NO OBLIGATION OR LIABILITY TO THE BUYER AND OFFER NO EXPRESS OR IMPLIED WARRANTY IN RELATION TO THE PRODUCT, INCLUDING BUT NOT LIMITED TO ANY WARRANTY AGAINST INFRINGEMENT OR ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
The only warranties applicable to the Products are those offered by the Manufacturer, if any. The Manufacturer shall provide the Buyer with any and all applicable warranty documents of the Products. The Seller shall also assign to the Buyer, without recourse, any extended warranties applicable to Seller. Such assignment shall constitute the Seller's sole obligation and the Buyer's sole and exclusive remedy against the Seller with respect to the defective Product.
The Seller’s liability with respect to the Products sold hereunder shall be limited to the obligation to assign the Manufacturer’s warranty as provided above, the shipment of the Products and the price of the Products.
THE SELLER SHALL NOT BE SUBJECT TO AND HEREBY DISCLAIMS (1) ANY OTHER OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF AGREEMENT, (2) ANY OBLIGATIONS WHATSOEVER ARISING FROM TORT CLAIMS (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ARISING UNDER OTHER REGULATIONS WITH RESPECT TO PRODUCTS SOLD BY THE SELLER, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO, AND (3) ALL CONSEQUENTIAL, INCIDENTAL AND CONTINGENT DAMAGES WHATSOEVER.
Without limiting the foregoing, the Seller shall not be liable for any penalties (including administrative penalties), quantifiable damages or punitive damages, damages for loss of profits or revenue, costs for any "recall", inability to use equipment or any associated parts, capital costs, costs of substitute products, facilities or services, downtime, downtime costs, or for any other type of economic loss, or claims by the Buyer's customers or any third party for any damages.
Return of Products will only be permitted when the Buyer obtains the Seller's written approval. The Buyer's return request must be made expressly and in writing, using the communication channels made available by the Seller. To be considered eligible for return, the returned Products must be new, unused and in their original packaging, must be safely protected so as to arrive undamaged at the Seller's designated location and must be shipped in accordance with the F.O.B. Incoterm, freight prepaid. The Seller shall issue the payment to the Buyer only to the extent that the Manufacturer issues such payment to the Seller for the return of the Products.
No order may be canceled or altered by the Buyer except upon the Seller’s written consent.
The Manufacturer shall be responsible for furnishing the Buyer with all applicable maintenance manuals, operating manuals, and other similar information, that the Manufacturer ordinarily supplies with the Product. The Seller shall cooperate with the Buyer in obtaining the warranty and post-warranty service required for the Product, but such cooperation shall not be an obligation of the Seller.
Any delivery date indicated by the Seller is approximate; delivery time shall in no event be considered an essential element in the relationship between the Buyer and the Seller. The Seller shall not be liable for any damage as a result of any failure to deliver or for any delay in the event and to the extent such failure or delay results from events beyond the Seller’s reasonable control including but not limited to any of the following: acts of God, acts of the Manufacturer, acts of the Buyer, fire, flood, war, any transportation or utility shortage or curtailment, governmental regulations, policies, or action, accident, slowdown, riot, or labor strike.
Sales representatives from some Manufacturers may visit the Buyer to promote the Products. These representatives depend solely and exclusively on the respective Manufacturer, for which reason the Seller shall not, in any case, be liable for the statements or acts they carry out.
The Seller shall have the right to discontinue or suspend the sale of any of the Products, and to make or allow changes in the design or specification of any of the Products at any time without infringing any obligation or liability to the Buyer; provided, however, that if any order already placed by the Buyer is affected by such a change in design or specification, the Seller shall give the Buyer advance notice thereof and an opportunity to cancel such order.
No failure or delay on the part of the Seller in exercising any right or claim which is related directly or indirectly to any of these terms and conditions shall constitute a waiver of such right or claim, nor shall it in any way affect the Seller's right to enforce such provision(s) thereafter.
When an order placed by the Buyer is confirmed by the Seller, both parties shall be bound by these Terms and Conditions, which shall be deemed to be the entire agreement between the parties. All this, without prejudice to any possible special conditions that the parties may have agreed between them, provided that they have been expressly agreed in writing.
The Buyer may not assign any of its rights or delegate any of its duties derived or in connection with these Terms and Conditions without the prior written consent of the Seller.
