1. Applicability: These Terms and Conditions of Sale apply to technology products offered for sale through All Covered Procurement (“Products”). Any changes to these Terms and Conditions of Sale will be posted on this website. By purchasing Products from All Covered, You agree to these Terms and Conditions of Sale.
2. Price, Product, and Payment: Prices do not include applicable sales taxes or shipping charges, and You agree to pay all such taxes and charges. Tax exemption certificates, and any necessary supporting documentation, must be presented at the time an order is placed. If You do not pay with a credit card, You will be invoiced when the order is shipped. Invoices for Products are separate from invoices for IT consulting services and are due and payable Net 30 days from date of invoice. All Covered may require reasonable advance assurances of payment through irrevocable bank letters of credit or other forms of security such as deposits and prepayment. All unpaid invoices are subject to interest charges of 1½% of the outstanding balance per month (or the maximum rate of interest allowed by law, whichever is less) beginning on the date payment is due. Your failure to make timely payment may result in a collection action, revocation of credit, stoppage of shipment, delay or cessation of future deliveries, repossession of unpaid delivered goods or suspension or termination of services. All Covered retains (and You grant to All Covered by accepting delivery of any Products) a security interest in the Products to secure payment in full and compliance with these Terms and Conditions of Sale. In the event All Covered undertakes any form of collection action, with or without litigation, of any past due amounts, or action to enforce its security interest in the Products, You agree to pay all reasonable costs associated therewith, including reasonable attorney’s fees.
3. Delivery: Title to and risk of loss of or damage to Products shall pass to You upon delivery by All Covered’s suppliers to the freight carrier at such suppliers’ warehouse or plant. Delivery is subject to the payment and security provisions set forth herein, as well as to All Covered’s receipt from You of all necessary information and documentation. You agree to promptly notify All Covered, and in no event later than five (5) business days after receipt, of any claimed shortages or rejection as to any delivery. Such notice must be in writing and reasonably detailed, stating the grounds for any such rejection. Failure to give proper notice shall be deemed an acceptance in full of the delivery.
4. Product Returns: All sales are final. Subject to the manufacturer’s merchandise return authorization (“RMA”) policy, products may be returnable if the Product (i) arrives in a defective condition; (ii) is different from what was ordered; or (iii) is unopened and in the original manufacturer’s packaging and in fully resalable condition. You must contact Your All Covered representative within fifteen (15) days of receipt of the Product to arrange for a return. Credits for returned Products will be issued upon receipt and acceptance of the returned Products at All Covered’s suppliers’ warehouse or plant.
5. Warranties: You understand and agree that All Covered is not the manufacturer of any Products offered for sale hereunder and the only warranties that apply to Products are those offered by the manufacturer of the Products. ALL COVERED MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER AS TO THE PRODUCTS AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ALL COVERED SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST OR EXPENSE FOR BREACH OF A MANUFACTURER’S WARRANTY. The right to return defective Products, subject to the manufacturer’s RMA, shall constitute All Covered’s sole liability and Buyer’s exclusive remedy in connection with any claim relating to the quality, condition or performance of the Products, whether such claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise.
6. Limitation of Liability: (A) ALL COVERED SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR INTERRUPTION OF SERVICES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OR INCREASED EXPENSE OF USE), WHETHER IN AN ACTION IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR STRICT LIABILITY, EVEN IF ALL COVERED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES. (B) EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, ALL COVERED’S TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF THE SALE OF ANY PRODUCT HEREUNDER, REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH LIABILITY MAY BE BASED, SHALL NOT EXCEED THE TOTAL PRICE YOU PAID FOR THE PRODUCT(S) GIVING RISE TO THE LIABILITY.
7. No Resale or Export: You agree to comply with all applicable laws and regulations related to the purchase and use of any Products. Products are sold only for Your internal use and not for resale or export unless expressly authorized in writing by All Covered.
8. General: These Terms and Conditions of Sale shall constitute the full and complete understanding and agreement between You and All Covered regarding the subject matter contained herein and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, related to such subject matter. No additional or different terms or conditions, whether material or immaterial, shall become a part of any sales agreement unless expressly accepted in writing by an authorized officer of All Covered. Waiver or failure by either You or All Covered to exercise in any respect any right or obligation provided for in these Terms and Conditions of Sale shall not be deemed a waiver of any further right or obligation hereunder. If any provision of these Terms and Conditions of Sale is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of these Terms and Conditions of Sale shall continue in full force and effect. These Terms and Conditions of Sale shall be deemed made in, and shall be governed by, the laws of the State of New Jersey without regard for choice of law principles. Venue for any action arising out of or related to these Terms and Conditions of Sale shall be the New Jersey Superior Court located in Bergen County, New Jersey, and You waive any objection to personal jurisdiction in that forum. You may not assign, delegate, pledge or otherwise transfer (including by way of a sale of assets, merger or other change of control) the right to purchase Products through All Covered Procurement to any other person or entity without the prior written consent of All Covered, which consent may be withheld at its sole discretion. All Covered shall not be liable for any delay or failure to perform an obligation under these Terms and Conditions if such delay or failure arises from any cause or causes beyond the reasonable control of All Covered, including but not limited to unavailability or shortages of Product, labor disputes, strikes, acts of God, floods, earthquakes, material shortages, acts of war, embargoes, computer viruses, restrictions, or orders of any governmental agency.
9. Sale of Microsoft Office 365: Microsoft Office 365 licenses are sold on a prepaid annual subscription basis only. Accordingly, if You terminate the subscription prior to the expiration of the 12-month term, no refund will be made for unused portions of the subscription. Please see the Microsoft Customer Agreement posted at https://x4t6r3u2.stackpathcdn.com/wp-content/uploads/2020/06/Microsoft-Cloud-Customer-Agreement.pdf for additional applicable Microsoft terms.