Terms & Conditions
Conditions of Sale for products sold by Allied Electronics (the "Seller").
Rules applicable to the purchase and sale of Allied Electronics products.
- The purchase and sale of Allied Electronics under these Conditions of Sale are subject to the laws of the Republic of Chile.
- These Conditions of Sale shall be interpreted pursuant to the INCOTERMS that took effect on July 1, 1990.
- All offers and quotations issued by the Seller, including the Catalogue published by the Seller for the Republic of Chile, shall be considered sales offers. Any offer or quotation shall be valid for the same time period as the Catalogue is valid.
- Orders shall be placed with the Seller by e-mail, fax, or telephone and shall be subject to acceptance by the Seller (which may be issued by notification to the Buyer or by delivering the products). Said orders shall be considered firmly placed subject to these Conditions of Sale. Only Sales Directors shall be authorized to agree to any changes to these Conditions of Sale and, unless any change to the foregoing is expressly accepted in writing, the aforementioned authorization shall not apply to any other orders.
- To help the Seller process the order, the order should mention:
- Allied Stock Numbers
- The unit price of each product
- Unit quantities
- Billing and delivery address
If an order paid for in advance or by credit card cannot be completed in its entirety from the stock, the order shall be considered totally or partially canceled, and the appropriate amount matching the portion of the order canceled shall be debited to the customer's bank account or refunded to the customer's credit card account.
- The Seller shall supply the Products at the prices stated in the Catalogue in effect on the date the buyer places the order, except where there have been price changes pursuant to sub-clause (B). The prices on said list are net, and do not include VAT or shipping and handling. VAT shall be applied to the purchase or sale of each Product.
- The Seller shall be entitled to change the prices set in the Catalogue. In such cases, the Seller shall inform the buyer of such price changes applicable to its order at the time the order is processed. In such case, the Buyer shall be entitled to cancel the order, and neither Party shall be liable to the other for such a cancellation.
- Upon request of the Buyer, the Seller shall provide to the Buyer, at its full discretion, the pro forma invoice for the order made. This invoice shall be issued solely so that the Buyer will have precise knowledge of the price and costs and fees applicable to the order.
- The Seller shall be entitled to compel the Buyer to reimburse any additional expense the Seller incurs as a result of the Buyer altering the conditions of its order in any way.
Conditions of Payment
- Payments for Products shall be made in one of the following ways:
- One-time payment in cash in pesos;
- Same-dated check;
- Bank deposit transfer;
Any of the following credit cards at the time of placing the order:
VISA, AMERICAN EXPRESS, MASTER CARD.
- The Parties shall be entitled to agree an alternate form of payment at the time of the order, requiring the written approval of a Sales Director.
- The Seller reserves the right to claim losses and damages from the Buyer if the Buyer cancels payment for any amount on the date it is due. The Seller shall pay interest equivalent to the conventional maximum interest for non-adjustable transactions as of the original date of payment.
- The Buyer's failure to pay on the date the debt is due shall entitle the Seller to cancel subsequent deliveries of Products ordered by the Buyer, as long as the outstanding payment has not been made in full.
- Deliveries shall be made to the delivery address indicated in the order.
- Deliveries shall be made by courier and/or by the means of transportation chosen by the Seller. Delivery costs shall be at the expense of the Buyer, and are those indicated in the Catalogue, but invoiced by the Seller.
- The Seller shall be released from any liability for damage to the Products or delays in delivery if the Buyer asks for delivery to take place in any way other than that which is set forth in sub-clause (B) or by a shipper other than that chosen by the Seller. In such cases, the shipping and handling fees shall be paid directly by the Buyer to the shipper it has selected.
- If the products are made available to the Buyer and the Buyer refuses to accept them in the place, form, and date stipulated in the order, the Buyer shall cover any costs related to shipping and insurance derived from the delivery and return of the Products.
Total or partial order cancellations may only be done by agreement between the Parties, with a prior determination of the terms pursuant to which, if applicable, the Seller shall be fully reimbursed by the Buyer for any expenses incurred for the order. The Seller reserves the right to invoice the Buyer for any difference said cancellation produces in the sale price of the amounts dispatched.
The buyer shall not be entitled to unilaterally terminate the contract pursuant to the terms of Article 3 bis, letter B of Law 19.496.
Transfer of Ownership
Even if the Buyer has taken possession of the sold products, the Seller shall retain ownership of the products until the Buyer makes full payment of the purchase price. If the Buyer fails to make partial or total payment of the price, the Seller shall be entitled to request the return of the Products or a sufficient portion of them to compensate the Seller for the outstanding portion of the payment, in which case the Buyer shall be compelled to return the products by the deadline of one week from the date of the request, and to pay all expenses involved in said return.
- The Seller guarantees that the products are manufactured with top-quality materials and labor.
- If a Product proves to be defective, the Seller shall be empowered to repair or replace it, at its own cost, or return to the Buyer the price paid for the defective Product, as long as:
- Said products have not been used for any purpose other than the purpose for which they have been understood, implicitly or explicitly, to be designed.
- Said products have not been modified or altered.
Damage in the Supply
- The Seller shall repair or replace free of charge any products that are lost or damaged while being shipped to delivery to the Buyer, as long as:
- Notification of any claim in this regard is made by the Seller to the Buyer within 10 days from the date of Product delivery.
- The claim is made in writing and the Seller is notified within 14 days from the date of delivery
- For cases for damage evident at the time of delivery, the Buyer has informed the shipper of the same on the delivery certificate;
- Delivery is made by the shipper chosen by the Seller pursuant to Clause 5 (B).
- Acceptance of a return due to damage to the Products is subject to verification of the damage by the Seller.
- Any possible claims to be made by the Buyer about any of the Products received from the Seller shall not entitle the former to deduct any amounts from the payments outstanding to the Seller.
- The Buyer shall only be entitled to return Products to the Seller pursuant to the conditions in Clause 10 (A) of these Conditions of Sale and with the prior consent granted in writing by the Seller communicating the Return Number.
- Order Returns shall only be excepted if the Products are returned in their original packing and have not been handled or damaged.
- If a Product return is accepted, the Seller shall issue a credit note to the Buyer for the amount invoiced for said Products once the Seller has received them within thirty (30) days starting from the date of delivery.
- The risks inherent to the return of the products shall be assumed by the Buyer.
- If the Seller accepts in writing with a Return Number the return of Products pursuant to terms other than those set forth in Clause 10 (A), the Buyer shall be liable for all expenses derived from the return, including shipping.
Limitation of Liability
The Seller shall not be liable for any claims for losses or damages suffered by the Buyer, its employees, agents, or representatives, or third parties, related to the termination of any purchase or sale contract, any sort of misunderstanding, or any Product defect, unless said loss or damage has been caused as a result of misconduct or negligence on the part of the Seller, its employees, agents, or representatives, or any other person acting on behalf of the Seller.
Termination of Purchase Orders.
If the Buyer fails to comply with any of the clauses in these conditions of sale, especially those pertaining to the timely payment of the price of the Products, declares bankruptcy, defaults on payments, or owes outstanding payment amounts to the Seller and the Seller believes this debt unlikely to be settled by the deadline, the purchase order shall be rendered void and, notwithstanding any other rights or actions the Seller undertakes against the Buyer:
- All amounts owed by the Buyer to the Seller, of any kind or for any purpose, as a result of the Buyer's purchase of products, shall be considered debt due, payable, and enforceable: and
- The Seller may, without prior notice, suspend or cancel pending deliveries.
Compliance with Laws and Restrictions on the Sale of Products.
The Buyer shall follow all laws, rules, regulations, instructions, and recommendations related to the labeling, packing, and storage of the Products in effect in the jurisdiction of its domicile. The Buyer shall be liable to the Seller for any acts, claims, fees, suits, or expenses it may incur as a result of the Buyer's failure to adhere to its obligations derived from this Clause.
- The Buyer shall be responsible for complying with all legal obligations pertaining to the exportation of Products from the Republic of Chile, fully releasing the Seller from any liability that could be derived from the failure to comply with said foreign trade obligations.
All knowledge of processes, information, designs, samples, or drawings related to the Products (not contributed by the Buyer) are and shall continue to be the property of the Seller. The Buyer shall be prohibited to copy them or facilitate them to third parties without the prior written consent of the Seller, which shall only be granted on a case by case basis and never in general or broad terms.
- All patents, registered trademarks, signs, emblems, logos, designs, and, in general, any intellectual property rights related to the Products, the Catalogue, or any literature supplied by the Seller in relation to these, are and shall continue to be the sole property of the Seller. Said another way, the Seller has exclusive rights to use them.
- The Buyer shall ensure that all registered trademarks, trade names, or other similar devices owned by the Seller are not altered, manipulated, or erased, nor replaced with other words or other brands on the Products.
Waivers and Actions
No single waiver, omission, or delay on the part of the Seller in exercising any of its rights, powers, or legal actions conferred upon it by law or pursuant to these Conditions of Sale shall harm or damage said right, power, or action, nor shall be understood or interpreted as a waiver of the same. Likewise, any simple or partial exercise of said right, power, or action, shall not impede or interfere in any way in the exercise of any other rights, powers, or actions available to the Seller. The rights and actions provided for in these Conditions of Sale are cumulative and not exclusive of other rights or resources provided for in the Law.
If in the Seller's fulfillment of the purchase order the Seller is impaired or rendered unable to complete the order due to reason of force majeure, acts of government, or authorities of the jurisdiction in which the order is to be filled, the Seller shall not be liable for this delay or cancellation.
Purchases made subject to these Conditions of Sale shall be expressly subject to the jurisdiction of the Ordinary Courts of Justice of the city of Santiago, Republic of Chile.
Additional Conditions on the Return of Products
- Wherever specific instructions are stated in the Catalogue regarding any product in relation to its return to the Seller, these instructions shall be applied to the appropriate product.
- Wherever such specifications do not appear in the Catalogue regarding a product in particular, all pieces added to the product by the Seller shall be disassembled from the product before returning it to the Seller. The Seller shall not be held liable for any components that are not removed.