QUOTE TERMS AND CONDITIONS
The following terms and conditions govern Coda Technologies, LLC’s sale of products and services (defined below) set forth on its quote or offer (“Quote”). These terms and conditions are binding upon the party identified in the Quote (“Customer”) and Coda Technologies, LLC.
Orders
To purchase Products from Coda Technologies, LLC, Customer shall issue a purchase order or similar order to Coda Technologies, LLC ('Purchase Order'). All Purchase Orders are binding and irrevocable once issued by Customer. Customer is solely responsible for the accuracy of any Purchase Orders it issues. Coda Technologies, LLC may accept or reject any Purchase Order in its sole discretion. If Customer does not use Purchase Orders for procurement, the Customer can complete and sign the Purchase Agreement provided by Coda Technologies, LLC. If Customer signs such a Purchase Agreement, the signed Purchase Agreement will be deemed a binding and irrevocable Purchase Order.
Invoices and Payment
Coda Technologies, LLC will invoice Customer for the Products upon shipment of the Products. All invoices are due for payment in accordance with the payment terms specified on the Quote. Unless otherwise provided, Coda Technologies, LLC’s invoices are due and payable by Customer in full within thirty (30) days after the invoice date. Undisputed invoices not paid by the due date will accrue interest from the due date until paid at a rate of one and one-half percent (1.5%) per month. Customer shall be responsible for all costs and expenses incurred by Coda Technologies, LLC in connection with collecting past due undisputed invoices, including attorneys’ fees.
Shipping Fees
Customer is responsible for all shipping, handling, and insurance fees for the Products. Coda Technologies, LLC will pre-pay these fees and add these fees to its invoice.
Taxes and Other Fees
Customer is responsible for the payment of any sales, use, excise, value added, services, consumption, or other tax, as well as all fees, duties, tariffs, customs fees, withholdings, and charges imposed by reason of the shipment, delivery, sale, and/or use of the Products, unless Customer provides Coda Technologies, LLC with a valid and applicable exemption certificate or resale certificate. Coda Technologies, LLC shall itemize sales or use taxes separately on its invoices. If sales tax or use tax is not included on an invoice, it is Customer’s responsibility to remit any applicable sales taxes or use tax to the appropriate taxing authority.
Return Merchandise Authorization (RMA)
RMAs, returns, and mid-term cancellations or changes for products and services are not allowed under any circumstances, unless agreed to in writing by the Customer, Vendor, and Coda Technologies, LLC.
Risk of Loss and Title
The Products will be shipped and delivered to the Customer’s specified place of delivery using a carrier selected by the Vendor. Customer shall be responsible for clearing any necessary customs with respect to the Products. Customer shall bear the risk of loss, damage, and destruction from any cause once the Products have been delivered to the carrier. Customer shall unload and inspect the Products upon delivery, and Customer shall be responsible for notifying Coda Technologies, LLC of any defect or damage to the Products or of any claim arising hereunder. Customer’s failure to timely notify Coda Technologies, LLC of such defect, damage, or claim will release Coda Technologies, LLC from any liability for damages related thereto.
Limitation of Liability
In no event will Coda Technologies, LLC, its affiliates, or any of their respective officers, directors, employees, or agents, be liable to Customer, its affiliates, or its Vendors, or any of their respective officers, directors, employees, or agents, whether in contract or in tort or under any other legal theory (including, without limitation, strict liability and negligence), for lost profits or revenues, for loss of use or loss or corruption of data, damage to hardware, for equipment or systems outages or downtime, or for any other compensatory, indirect, special, punitive, consequential, or other damages, arising out of or in connection with the Products, these terms and conditions, or otherwise.
No Indemnification
As a Value Added Reseller of products and third party services, Coda Technologies, LLC disclaims any indemnification responsibility regarding Products and services provided under the Purchase Order. Customer agrees to look solely to the Vendor for satisfaction of any and all claims related to that Vendor's Products or services.
Assignment
Neither party shall be permitted to assign any of its rights and obligations under the Quote, these terms and conditions, or the Purchase Order, in whole or in part, without the prior written consent of the other party.
Entire Agreement
The Quote, these terms and conditions, and the Purchase Order or purchase agreement, constitute the entire understanding between the parties with respect to the subject matter hereof and may not be changed or altered except by a separate writing signed by the parties.