WHOLESALE ELECTRIC CARIBE PRODUCT AND SERVICE TERMS & CONDITIONS
The following Terms and Conditions govern the attached Service Contract between customer and the seller (Wholesale Electric Caribe Inc. - WECI). The Service Contract, these Terms and Conditions, and any documents incorporated by reference therein shall hereafter be referred to as the “Agreement”. In the case of a conflict between these Terms and Conditions and the Service ticket, these Terms and Conditions shall prevail.
Start-up: means inspection, testing and product programming at the End User’s site and verification by the WECI that the Product is in substantial conformance with the specifications.
Commissioning: means on site start-up and testing of the products, in accordance with the WECI’s standards.
Services: means the Start-up, Commissioning, repair, and/or maintenance activities to be performed by the company pursuant to this Agreement.
Stock Inventory Product: is normally in stock and widely sold
Non-Stock Inventory: Product is normally not in stock because not widely sold
Made to Order Inventory: Special product not inventoried and with little to no sales movement
1. PROVISION OF SERVICES AND CERTAIN CONDITIONS
1.1 Installation. If installation is provided for, WECI shall install the product in good working order at the designated location in accordance with the standards agreed to between the parties. WECI shall not be liable for any differing, subsurface, latent or concealed conditions encountered in the performance of any Services. The existence of such differing, subsurface, latent or concealed conditions shall constitute a Change Order.
1.2 Site Preparation. Any specific environmental conditions, which are required for the provision of the services, shall be the responsibility of Customer unless otherwise specified herein. WECI shall be entitled to rely on the sufficiency and accuracy of any documentation or data, whether written or oral, provided by Customer to WECI regarding site conditions and site preparation requirements.
1.3 Health and Safety. If the Customer is subject to health and safety laws or regulations which are more stringent than the health and safety standards governing company, or if customer elects to operate under more stringent health and safety standards than those to which seller is subject, and customer requires WECI to comply with those higher standards, WECI shall be entitled to charge the Customer any extra costs incurred in so complying. Furthermore, the WECI may refuse, without any liability to Customer whatsoever; to perform in whole or in part the services provided for in this Agreement if the site presents unhealthy or unsafe conditions.
1.4 Relocation. If customer relocates any of the products which are subject to the terms of this agreement without WECI agreeing to perform maintenance work as provided under this agreement at the new site, WECI shall have the right, without any liability to Customer, to terminate the portion of the agreement that relates to the new site without any liability to Customer. Any such termination shall not relieve Customer of any maintenance fees to be paid or invoices due under this agreement.
1.5 Site Access. WECI shall have reasonable access to the sites and the products specified in this Agreement. WECI will be entitled to charge the Customer at its normal rates for the time lost by WECI’s employees as a result of delays from the Customer in granting access to the site.
2.1 Product Warranty. The warranty obligations for products or parts sold by WECI shall in all respects conform and be limited to the warranty extended by the manufacturer, if transferable. Customer agrees that if product(s) sold hereunder are resold by customer, customer will include in the agreement for resale provisions which limit recoveries in accordance with these General Terms and Conditions. In case of customers failure to include in any such agreement for resale the terms providing for such limitations, customer shall indemnify and hold WECI harmless against any liability, loss, cost, damage, or expense (including reasonable attorney's fees) arising out of or resulting from such failure. (a) WECI warrants that any products or parts thereof sold or serviced by WECI are free from defects per the manufacturer’s limited warranty. Warranty solutions will be limited to the replacement, or issuance of a credit for the purchase price of the products. All product shipping expenses shall be paid by Buyer. (b) To avoid warranty processing delays, register the product(s) with the manufacturer within 90 days of purchase date. Do not bring product(s) for return unless seller confirms that warranty approval was received from the manufacture. Once the aforementioned occurs, bring the product and a copy of original invoice for processing. No employee or agent of WECI is authorized to make any warranty other than that which is specifically set forth herein. THE FOREGOING OBLIGATIONS ARE IN LIEU OF ALL OTHER OBLIGATIONS AND LIABILITIES INCLUDING ALL WARRANTIES OF FITNESS OR OF MERCHANTABILITY OR OTHERWISE, EXPRESS OR IMPLIED IN FACT OR BY LAW, and state WECI’s entire and exclusive liability and buyer 's exclusive remedy for any claims in connection with the sale, products. (c) Rebuilt or repaired products purchased by the buyer from the WECI do not carry any warranty and are non-returnable.
2.2 Service Warranty. WECI warrants that the services to be performed hereunder shall be performed in accordance with recognized professional standards customary in the industry in which the services are being performed. Should the services fail to comply with such standards, WECI agrees to correct such deficient services at no service cost to buyer provided that WECI has received written notification within three hundred sixty five (365) days following the completion of the specific services giving rise to the claim. FURTHERMORE, CUSTOMER AGREES TO HOLD WECI HARMLESS FROM ANY DAMAGES THAT ARISE FROM SERVICES PERFORMED IN STRICT ACCORDANCE WITH THE CUSTOMER’S SPECIFICATIONS OR DIRECTIONS WHICH ARE CONTRARY TO THE TERMS OF THIS AGREEMENT OR WECI’S STANDARD PRACTICES. All products provided by Seller and included with the startup and commissioning package service will remain subject to the manufacturer warranty period. The three hundred sixty-five (365) day warranty period applies to the service portion only. Start up and commissioning service performed on products not purchased from seller, is not eligible for the three hundred sixty-five (365) day service warranty.
2.3 Exclusions. WECI shall not warrant nor is the seller required to provide any service on any product defects resulting from (a) the product being modified by any person other than the company, (b) incorrect use of the Product (c) unsuitable environmental conditions, or (d) causes not attributable to the product, or which were not apparent at the time of the Service visit.
3. LIMITATION OF LIABILITY
3.1 WECI’S MAXIMUM LIABILITY TO CUSTOMER FOR DIRECT DAMAGES WILL BE LIMITED TO THE AMOUNT PAID BY CUSTOMER PURSUANT TO THIS AGREEMENT. THE FOREGOING LIMITATION WILL NOT REDUCE WECI’S LIABILITY FOR BODILY INJURY CAUSED BY WECI’S NEGLIGENCE. NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY, ITS OFFICERS, DIRECTORS, AFFILIATES OR EMPLOYEES BE LIABLE FOR ANY FORM OF INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER SUCH DAMAGES ARISE IN CONTRACT OR TORT, IRRESPECTIVE OF FAULT, NEGLIGENCE OR STRICT LIABILITY OR WHETHER SUCH PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in Puerto Rico. An award of arbitration may be confirmed in a court of competent jurisdiction.
4. TERMINATION FOR NONPAYMENT
4.1 WECI may terminate this Agreement, or any portion thereof, if Customer fails to pay when due any amounts due pursuant to any Purchase Order and such failure continues for a period of thirty (30) days after written notice is given to customer.CANCELLATION/REFUND POLICY
Return of products will be pursuant to WECI’s instructions. The buyer must contact WECI for a return material authorization (RMA) prior to returning any product. Please allow WECI to confirm if product is returnable and under warranty. All returns must reference the RMA number along with the original invoice number and the reason for return. Non-warranty returns of normal stock products that are unused and are in resalable condition will be subject to the seller’s return policies in effect at the time., including applicable restocking and transportation charges and other conditions of return.