Agreement Specific to Purchasers
a. Placing an Order. When we offer Distribution Services, we are inviting you to make an offer to buy the products and services shown. When you place an order by clicking or activating the appropriate button or hyperlink on the Site or via the Seller platform, you are making us a legally binding offer to buy the products and services you have selected as identified in any Order Form. We accept Seller’s offer only when we have received approval by Seller’s chosen payment method and when we have shipped Seller’s product or otherwise made it available to you. At our discretion, we reserve the right to decline Seller’s offer and cancel Seller’s order. Any system generated order confirmation we send when you complete Seller’s order is an acknowledgement of Seller’s offer only and is not an acceptance of Seller’s offer, which is subject to correction before shipment of Seller’s physical products or delivery of Seller’s services. Upon successful verification of Seller’s order and payment information, NMC will buy the merchandise you ordered from our Supplier for the purpose of reselling it to you. By placing an order, you are consenting to our use of electronic communications related to Seller’s transaction and the electronic delivery of notices, policies, and records of the transaction. You agree that we may keep pertinent contract records, including communications and acknowledgements, as permitted by law.
b. Product Description and Pricing. We make every attempt to ensure that the products and services offered for sale on the Site are described and represented as accurately and as completely as possible. However, mistakes may occur and if there are errors, we reserve the right to correct and revise. Prices are subject to change. The prices payable are those prices in effect at the time of our acceptance of Seller’s offer and are in the currency presented on the Site. Unless otherwise indicated on the Site, prices for products and services do not include VAT, other taxes, delivery, export, or other charges.
c. Payment Agreement. You agree to pay for the product through the payment methods offered on this Site via the Payment Services. Those payment methods may be subject to their own terms and conditions. We may use third-party service providers to process and authorize Seller’s payment. By placing an order, you are authorizing us and our third-party service provider(s) to charge you for Seller’s purchase using Seller’s selected payment method. You further agree that we may charge the total amount of the purchase—including any applicable taxes, delivery, and customs charges—to Seller’s designated payment method. If we have delivered Seller’s product or service to you and Seller’s payment method fails for any reason, you agree to pay us the full amount due upon demand.
d. Failure to Make Payment & Payment Plan Program. You acknowledge and agree that if you fail to make timely payment for any goods you ordered through the Payment Services, MNC may, at its option and without notice to you, demand immediate payment of all outstanding invoices, cancel or suspend orders, suspend or revoke Seller’s line of credit, offset monies that may be owed to you, assess late payment penalties at the highest rate allowed by law and/or temporarily suspend or permanently terminate Seller’s Purchaser Account. MNC reserves the right to turn Seller’s account over to a collection agency, or other applicable third party, or seek any other legal or equitable remedies available to collect any outstanding debt.
e. Security Interest and Collateral Pledged. Purchaser grants NMC a continuing security interest (the “Security Interest”), which will remain in full force and effect until the Order Form is satisfied and all other amounts due to NMC under these Distribution Services Agreement have been remitted or paid. This Security Interest is granted in all Purchaser proceeds and products (the “Collateral”), including without limitation: all equipment, furniture, artwork, inventory, instruments, investment property, documents, general intangibles, deposits, contract rights, tradenames, trademarks, patents, supporting obligations, payment intangibles, chattel paper, commercial tort claims, licenses, permits, franchise agreements, payments due from credit card and bank card companies or processors, accounts receivable, accounts, leases, deposit accounts, refunds of bonds, and, to the extent not listed above as original collateral, all products and proceeds of all of the Collateral in whatever form, including, without limitation, all payments under insurance, whether or not NMC is the loss payee thereof, all proceeds of any governmental taking, and any indemnity, warranty, letter of credit (including the right to draw on such letter of credit), or guaranty payable by reason of any default under, loss of, damage to or otherwise with respect to, any of the foregoing.
f. Export. The products and services sold on this Site are subject to the import, export, and re-export laws and regulations of the United States and other countries. By completing a sale on the Site, you agree to comply with these import and export laws and regulations, including laws and regulations that place restrictions on the destinations, user, and end use of the products and services. You agree that you will not purchase or use any products or services offered for sale on this Site if any applicable laws in Seller’s country prohibit you from doing so. Accessing or using any products or services sold on this site in a location where their use is illegal is strictly prohibited. No party that is designated on the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons (“SDN List”), available at https://www.treasury.gov/resourcecenter/sanctions/sdn-list/pages/default.aspx, has or shall have any property interest whatsoever in the products purchased on this site. By completing a sale on the Site, you warrant that you are not on and are not 50% or more owned by one or more persons or companies identified on the SDN List. You further warrant that you are not acting on behalf of and will not divert any products purchased on this Site to (1) any restricted party identified by the U.S. Government; (2) any party blocked by operation of law; or (3) any prohibited end-use or destination as set forth in the U.S. Export Administration Regulations.
g. Your use of the products and services we offer may be subject to the additional terms of our Sellers which will be presented to you at the time of Seller’s purchase or which may be delivered to you with Seller’s product or service. Prior to completing Seller’s purchase, carefully read any additional terms and conditions that are presented to you. Do not complete the sale if you do not agree to those terms. Where additional terms are delivered with Seller’s product or service, you must review them immediately. If you do not agree to those terms, you must not use the product or service and contact customer service to begin a return.
h. Where the product or service we offer for sale is software, we are offering you a license to use the software. Except where permitted by law or by the license terms presented, the software may not be copied, adapted, translated, made available, distributed, varied, modified, disassembled, decompiled, reverse engineered, or combined with any other software. With respect to Seller’s purchase of a right to use a service, such as with a warranty, software-as-a-service, or a digital admission for an offering operated and offered by our Supplier or a third party, we are selling you an intangible right to access, use, or participate in that third-party service for a specified period of time. We are not the operator of service and make no representations or guarantees as to the availability of that service.
i. Shipping and Delivery. If we accept Seller’s offer, we will use commercially reasonable efforts to ship via the Seller and deliver physical products to the destination you specified in the ordering process and indicated on the order acknowledgment we send you. You must check the delivery address you provided during the ordering process (“Delivery Address”). If there are any errors or omissions, you must contact us to correct the Delivery Address as soon as possible. We cannot change the shipping address after Seller’s order has been processed and fulfilled. We reserve the right to cancel Seller’s order and/or charge you for any extra costs that arise as a result of any change in the delivery address on Seller’s part. Any delivery time frames we provide during the checkout process are estimates only and are not guaranteed and subject to the Order Form. Where we deliver product in installments, each installment constitutes a separate contract. Any defect in one or more installment does not entitle you to repudiate the contract as a whole or cancel any subsequent installment.
j. Returns and Refunds. Purchaser return policies will govern the returns process including any eligibility limitations.
k. Title and Risk of Loss. Provided Seller’s designated payment method has been honored, (1) title to physical products transfers to you when we deliver the physical products to the Delivery Address; (2) title of digital products and services transfers when we make the product available for download. Risk of loss for physical products transfers to you when we or the designated third party delivers the physical goods to the delivery address; and for digital products and services when we make the product available for download where applicable. If no signature is required for the delivery of physical goods, you accept all risk of loss for theft or loss when we deliver the product to the delivery address.
l. Failure to Accept Delivery. If you refuse delivery when our designated carrier attempts to make delivery of any physical products, you assume any risk of loss or damage to the products when the carrier attempts delivery. In that event, (1) you are still liable for the full payment for the products that the carrier attempted to deliver; (2) you are liable for any additional costs attributable to Seller’s failure to take delivery, including storage costs; and (3) after 30 days, we shall be entitled to dispose of the products in a manner we deem appropriate and may set off any proceeds of a sale against any sums you owe us.