TERM OF PURCHASE
These Terms of Purchase (“General Terms”) apply to all Product and Services (as defined below) placed through (i) the websites (“Sites”) operated by ASAP USA. (“ASAP USA”); or (ii) using ASAP USA invoices or quotes that reference these General Terms, unless customer (“you” or “Customer”) has entered into a separate written agreement with ASAP USA for Products and Services (“Agreement”), in which case such Agreement shall govern. Each Customer purchasing Products and Services pursuant to these General Terms is required to accept the following General Terms.
PLEASE READ THESE GENERAL TERMS. YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREED TO BE BOUND BY TO THESE GENERAL TERMS. IF YOU ENTER INTO THESE GENERAL TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE GENERAL TERMS. ASAP USA RESERVES THE RIGHT TO CHANGE THE GENERAL TERMS FROM TIME TO TIME AT ITS SOLE DISCRETION. IF ASAP USA MAKES CHANGES TO THESE GENERAL TERMS, THE UPDATED GENERAL TERMS SHALL APPLY TO ALL PURCHASES AFTER THE EFFECTIVE DATE OF THE UPDATE.
SALES POLICY
While ASAP USA may acknowledge receipt of an “Order” by a replied email or verbal communication, ASAP USA reserves the right to modify quantity based on availability. While ASAP USA is to supply products identified in the “Order”, ASAP USA may allocate its available supply amount any or all of its various customers upon such bases as ASAP USA shall deem fair and practicable, with no liability on its part for failure to deliver the quantity or any portion therein specified on the “Order”. ASAP USA reserves the right to refuse acceptance of “Order” from anyone. ASAP USA reserves the right at any time, even after receipt of an order confirmation, to decline or cancel “Order” or to limit order quantities for any reason, including errors or suspected fraud.
No right or license is granted under the contract of sales to the Customer by ASAP USA under any patent, trademark, copyright, registered design or other intellectual property rights except the right to use or resell the goods.
PRICE
Prices are subject to change by ASAP USA without notice. Any cost incurred by ASAP USA in connection with or arising out of the manufacturing, sales, or distribution of product(s), including but not limited to, increase in labor, freight, and material cost prior to shipment, may be invoiced to Customer. Pricing errors may occur on items sold by ASAP USA. ASAP USA attempts to correct all pricing errors promptly after discovery. ASAP USA reserves the right to cancel any orders containing pricing errors, even after receipt of an order confirmation or shipping notice from ASAP USA. Any payments made to ASAP USA for orders that have pricing errors, ASAP may choose to process payment for, cancel, refund or ship parts of an order separately.
The price(s) quoted on proforma invoice is net off bank charge(s). The price(s) quoted on proforma invoice are valid for 7 days from the date of the proforma invoice.
SHIPMENT & DELIVERY
“Order” is not binding upon ASAP USA until accepted by ASAP USA. ASAP USA reserves the right to refuse acceptance of “Order” from anyone. ASAP USA will indicate its acceptance of an “order” by issuing an invoice or by shipping the ordered product to Customer. All shipments are made as FOB of ASAP USA’s shipping points unless otherwise specified. In the absence of specific instructions by Customer, ASAP USA selects the carrier. Quoted delivery date or ship period are based on estimate and non-binding. “Order” requiring deposit will be notified to Customer on payment terms to secure shipment. In cases of force delays (e.g. acts of war, accidents, transport disruptions, strikes, lockouts, etc.) and in cases of labor, energy, or raw material shortage or governmental regulations, ASAP USA shall, without liability for damages, be released from the obligation to meet delivery dates. In the event of such delay or threatened delay, ASAP USA shall immediately give notice to Customer and Customer may, at its option, either excuse such delivery/performance of services or cancel such purchase “order” in whole or in part. Customer shall pay the prices specified in the purchase order for any goods completed prior to the effective date of such cancellation and delivered to Customer in conformance with these Terms and Conditions.
The Customer shall inspect the goods on delivery and shall within fourteen (14) days of the delivery notify ASAP USA of any alleged defect, shortage in quantity, damage or discrepancy in specifications. The Customer shall afford ASAP USA an opportunity to inspect the goods within a reasonable time following delivery and before any use is made of them. If the Customer shall fail to comply with these provisions the goods shall be deemed to be in accordance with the contract and free from any defect or damage which would be apparent on a reasonable examination of the goods and the Customer shall be deemed to have accepted the goods.
PAYMENT
Customer shall be bound by all terms and conditions from ASAP USA. ASAP USA shall issue a separate invoice for each separate shipment. Each invoice shall include Purchase Order Number, ASAP USA’s item numbers, quantities shipped, and invoiced price. Invoice shall be paid according to the terms set forth by ASAP. All payments shall be made in full in accordance with payments terms on invoice, via ACH direct, or other payment forms acceptable to ASAP USA. ASAP USA shall have the right to declare all invoices immediately due and payable. Delinquency to payments due on invoice shall allow ASAP USA to exercise rights to hold unshipped orders from Customer until delinquent payments are collected. Deposits that are used to secure shipment of order are non-refundable per the payment terms arranged with ASAP USA, the deposit holds the Customer committed to the “order” and cancellation is not available.
If the total outstanding amount (including pending orders) exceeds the credit limit defined by ASAP USA ("the Credit Limit"), ASAP USA shall have the right to refuse or delay the delivery until the total outstanding amount (including the pending orders and any interests) is below the Credit Limit. The Credit Limit can be reviewed at any moment at ASAP USA’s sole discretion.
In the absence of payment by the due date, (i) ASAP USA shall have the right to refuse or delay the delivery until ASAP USA has received in cleared funds full payment of the unpaid invoices, and (ii) all unsettled invoices become immediately payable, and (iii) ASAP USA shall automatically charge interest of 10% per annum from the invoice date on all outstanding amounts and without further notification and shall accrue on a daily basis, and (iv) any future invoice shall be paid on a prepayment basis until further notice from ASAP USA. Customer shall pay the interest together with any unsettled invoices. c) If there are reasonable reasons to believe that Customer will not fulfill its obligations to make due payment, ASAP USA is entitled to demand cash payment on account or demand that Customer presents a satisfactory bank guarantee for payment of the Products. In the event that such action is not taken by the Purchaser immediately following notification thereof from Supplier, ASAP USA is entitled to terminate, by notice in writing to Purchaser, all undelivered items of the Products, without any obligation for ASAP USA to provide compensation the Purchaser
RETENTION OF TITLE
Products sold shall remain the property of ASAP USA until all debts have been paid. The Customer shall keep the goods delivered subject to retention of title securely in safe custody on behalf of ASAP USA free of charge. Risk of loss pass to Customer upon delivery thereof by ASAP USA to the carrier or delivery service.
LIABILITY
ASAP USA is not responsible for damage resulting from inappropriate use, inappropriate storage, fair wear and tear, defective or careless handling or use of inappropriate operating means. ASAP USA’s obligations shall also not apply to nor include any Products which were subject to accident, alteration, abuse or misuse. Nothing in the Conditions should be construed as a warranty of merchantability or that the Products are fit for a particular purpose. ASAP USA assumes no responsibility for the suitability or adequacy of the end user’s selection of Products for a specific application. ASAP USA’s liability to Customer for any claim relating to Products shall be limited to repair, replacement, reprocess or refund of the purchase price, at ASAP’s option, and this shall be Customer’s sole remedy. Under no circumstances shall ASAP be liable for indirect, consequential, incidental or special damages (including, without limitation, loss of business profits, loss of goodwill, cost of capital, costs incurred in connection with substitute sources of supply, missed opportunities, envisaged costs savings).
Customer shall indemnify and hold ASAP USA harmless against any claim which may be brought against ASAP USA by any third parties which may arise, directly or indirectly, out of the loss or damage, for which ASAP USA is not responsible in accordance with the following: ASAP USA is not responsible for loss or damage which is caused by the Products (i) to any kind of property if the loss or damage occurs while the Products are in the possession of the Customer; or (ii) to products manufactured by the Customer or to products in which the products of the Customer are a part, or of loss or damage to any kind of property caused by such products.
RETURNS POLICY
Once customer order has been processed and shipped, there will be no return, refund, price adjustment or exchanges.
RECALLS
ASAP USA will initiate a recall of a Product if ASAP USA reasonably determines a recall to be advisable or if required by any applicable law, governmental rule or regulation. Customer will immediately notify ASAP USA in writing of any recall of a Product. Customer will cooperate fully with ASAP USA in effecting the recall.
GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement and all communications, disputes and performance related hereto shall be governed by and construed according to the internal laws of Contra Costa County, California. Customer and ASAP USA shall meet in good faith to attempt to resolve informally any disputes arising out of this Agreement. Customer agrees that all information on purchase order(s), this Agreement, and your purchase terms, including, but not limited to, price, are confidential and may not be disclosed to third parties. You agree that any controversy, dispute, claim or grievance between us, any of ASAP USA’s affiliates, or our or their shareholders, officers, directors, employees, associates or agents, and you or, if applicable, your shareholders, officers, directors, employees, associates or agents, arising out of, or relating to, this Agreement, or any service provided by ASAP USA, including transactions of any kind made on your behalf through ASAP USA, shall be resolved by arbitration through American Arbitration Association in San Francisco, California, in accordance with American Arbitration Association’s arbitration procedure. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, the other provisions in this Terms of Purchase shall continue in full force and effect without said provision.
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