TERMS AND CONDITIONS
Intellectual Property / Disclaimer
All intellectual property rights and trademarks found on the Zaria Water Inc.. website belong exclusively to their respective owners. We hold the authority to modify product availability, pricing, and these terms and conditions at any given moment. Should a listed item become unavailable or backordered, we will provide a compatible substitute or an upgraded version of the item. If no alternative is available, the customer will be informed.
If an incorrect price is displayed for any item on Zaria Water Inc., we reserve the right to cancel the order for the inaccurately priced product and will notify the customer accordingly.
We endeavor to present accurate images for each product listing, but these images are intended for reference only. In certain cases, the displayed image may be a representation and not the actual item itself.
General Terms and Conditions of Sale
The Terms and Conditions of Sale outlined below apply to the sale of goods and/or services provided by Zaria Water Inc., referred to as the “Seller,” while the “Buyer” pertains to the customer. The parties agree that these Terms and Conditions of Sale shall apply to all sales made by the Seller, even if they do not accompany every product sold, until new terms and conditions are supplied by the Seller to the Buyer.
Section I. Purchase Orders and Acceptance
1.1. Purchase Orders. The Buyer shall procure the products from the Seller by submitting a written purchase order signed by an authorized representative, specifying the particular Products, their specifications, quantity, price, total purchase cost, shipping instructions, requested delivery dates, “bill to” and “ship to” addresses, tax exemption certificates (if applicable), and any additional special instructions. Any contingencies included in the Buyer’s purchase order will not be binding on the Seller, and purchase orders will only be binding on the Seller once accepted in writing by an authorized representative of the Seller. Every purchase order must meet a minimum requirement of one hundred fifty dollars ($150.00), and orders below this amount will automatically be charged the minimum $150.00.
1.2. Acceptance. Any terms, conditions, or exceptions presented to the Seller concurrently with or prior to the execution of this Agreement (such as those on the Buyer’s purchase order or standard form contract) that deviate from these terms and conditions are considered material alterations of the Seller’s offer and are rejected by the Seller unless expressly agreed to in writing by an authorized representative of the Seller. The Buyer will be deemed to have accepted the Seller’s terms unless they notify the Seller in writing to the contrary within three (3) days after receiving the Seller’s acknowledgment. Without limiting the generality of the aforementioned, the Seller’s acceptance of purchase orders is subject to material availability.
Section II. Product Specifications
Only written specifications acknowledged by the Seller in writing and initiated by the Seller, and attached to the relevant acknowledgment of the Buyer’s purchase order, form part of this Agreement.
Section III. Termination
3.1. Termination. The Buyer may terminate a purchase order solely with the Seller’s prior written consent. If the Seller does not grant written consent to terminate a purchase order, the Buyer will be liable for the entire contract price.
3.2. Termination of Orders for Custom-Made Goods. If the Buyer, with the Seller’s written consent, terminates a purchase order containing custom-made products, the Buyer is liable for all expenses incurred by the Seller, including raw materials and other non-cancelable commitments such as procurement commitments for the products, or a minimum 25% termination fee, whichever is greater.
Section IV. Price Estimates and Pricing
All purchase orders necessitate a valid order number and written confirmation before being accepted by the Seller. All purchase orders will be invoiced at the product’s price in effect at the time of the order, unless otherwise stated in the estimate. Estimates are valid for thirty (30) days, unless specified otherwise, and do not obligate the Seller until the estimate in the purchase order is acknowledged and approved by the Seller. The pricing and fulfillment of orders depend on the availability of resources and costs within the Seller’s control during the production process. All prices are subject to change without prior notice, until the Seller accepts a purchase order, at which point the prevailing prices will apply. Unless explicitly indicated in writing by the Seller, all quoted prices exclude transportation, insurance, taxes (including sales, use, or similar taxes), license fees, customs fees, duties, and other related charges, for which the Buyer is responsible. Clerical errors are subject to correction. Any pricing discrepancies on orders will necessitate an amended purchase order from the Buyer.
Section V. Payments
5.1 Payment. In accordance with the Seller’s credit policy provisions, payment terms are net 30 days from the invoice date unless otherwise specified on the invoice. Subsequently, interest on unpaid amounts will accrue at the lower of the maximum rate allowed by law or 1.5% per month. All payments must be made in U.S. dollars. The Buyer is responsible for the Seller’s collection costs, including, without limitation, reasonable attorneys’ fees.
5.2. Delays. If a delay occurs in the shipment completion of any order due to a change requested by the Buyer or resulting from the Buyer’s delay in providing the necessary information for order completion, the agreed-upon price at the time of order acceptance may be subject to change.
Section VI. Delivery and Shipping
6.1. Terms. This agreement is a shipping contract. Unless otherwise specified by the Seller in writing, all shipments will be made F.O.B. Shipping from the Seller’s manufacturing/distribution plant in Irvine, California.
6.2. Dispatch. The shipping dates will be determined by the Seller upon receiving orders from the Buyer. The estimated delivery date represents the best approximation based on current and expected factory workload for when the product will be dispatched. The Seller is not liable for any loss, damage, or consequential damages resulting from alterations to shipping dates. The delivery of goods to a carrier at the Seller’s manufacturing plant or other designated shipping point constitutes delivery. The title to the products purchased under this Agreement and the risk of loss for such products transfer to the Buyer upon delivery to the carrier or other entity specified according to Incoterms 2000. The Buyer bears sole responsibility for transportation and any claims for loss or damage during transit should be directed at the carrier. If a Buyer’s purchase order does not specify a preferred carrier, the order will be shipped using the most suitable method, with costs pre-paid and added to the invoice. The Buyer will incur additional charges for special processing of export orders and drop shipments outside the United States of America.
6.3. Revised Delivery Dates. The Seller must accept any rescheduled deliveries. If a reschedule results in a delayed shipment, the purchase price becomes due and payable within five days after the products are prepared for shipment, and the Buyer will be responsible for any costs incurred by the Seller due to the delay. Reschedules made within ten days of the original scheduled shipping date will incur an additional charge of 1.5 percent of the total invoice amount. If the reschedule accelerates the delivery date, the Seller will make every effort to accommodate the request, and any additional costs incurred to meet the new delivery date will be added to the product’s purchase price.
6.4. Partial Deliveries. The Seller reserves the right to make partial deliveries.
6.5. Adherence to Regulations. As applicable, the Buyer agrees to comply with relevant hazardous materials shipping regulations when reselling any goods classified as hazardous materials. The Buyer commits to adhering to all United States export controls and regulations and will not involve the Seller’s goods with any prohibited country or restricted party on any banned list in violation of United States export controls and regulations. The Buyer must notify the Seller if any ordered products are intended for use in military applications. If the Buyer supplies components, molds, or other technology with a classification other than EAR-99, the Buyer must inform the Seller before providing such items.
7.1. Evaluation and Acceptance. Upon receiving the goods, the Buyer must promptly and without delay inspect the goods for their condition, quality, and quantity. If the Buyer does not notify the Seller in writing within eight (8) business days from the date of receipt, the goods will be considered as duly received and accepted, without any damage discernible through a reasonable inspection.
7.2. Returns. Goods may be returned within one (1) year from the purchase date, verified by invoice. Prior authorization and shipping instructions must be obtained from the Seller before returning any saleable goods; otherwise, return shipments will be rejected. Specially manufactured goods are non-returnable. The Buyer is solely responsible for pre-paid transportation charges on returned goods. Returns are eligible for credit only. Returned goods must be properly packaged to arrive at the Seller without damage. A 25% restocking fee will be deducted from any credit memo issued for returned goods. If goods are returned due to the Seller’s fault, full credit, including any transportation costs the Buyer may have incurred, will be issued, provided the return has been authorized in writing by the Seller and complies with the provided packing and shipping instructions.
Section VIII. Guarantees
Unless a specific product warranty states otherwise, the Seller warrants that all goods purchased under this agreement will be free from material defects in materials and workmanship for one (1) year from the shipment date to the Buyer. This warranty is void if the product or component parts have been subjected to abuse, misuse, accident, alteration, neglect, unauthorized repair, or installation. The warranty also depends on the proper use of the product and terminates if the product is modified or enhanced without the Seller’s express written consent.
The Buyer must notify the Seller within five (5) days of discovering any material or workmanship defect within one year from the shipment date. If the Seller determines the goods to be materially defective, the Seller has the sole option to repair or replace the defective goods. If the goods cannot be repaired or replaced, the Seller will issue a credit to the Buyer for the purchase price of the defective goods.
This repair, replacement, or credit issuance fulfills all liabilities concerning such goods. The warranty for goods sold by the Seller but manufactured by others is the warranty provided by the respective manufacturer. The Seller will make all commercially reasonable efforts (excluding monetary payment) to transfer the manufacturer’s warranty to the Buyer.
THIS LIMITED WARRANTY IS THE SOLE WARRANTY PROVIDED BY THE SELLER. THE SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE BUYER’S ONLY REMEDY IS REPAIR OR REPLACEMENT OF DEFECTIVE PRODUCTS, OR, IF THE PRODUCT CANNOT BE REPAIRED OR REPLACED, TO RECEIVE CREDIT FOR THE PURCHASE PRICE OF THE DEFECTIVE PRODUCT. The Seller is not liable for damages to goods, property, or persons arising from improper installation, modification, repair, or tampering by anyone other than the Seller, misuse of the goods, or the use of goods under conditions exceeding their specifications.
Section IX. Liability Restrictions
THE SELLER SHALL NOT BE LIABLE TO ANY INDIVIDUAL, WHETHER THE BUYER OR A THIRD PARTY, FOR EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL, CONTINGENT, OR CONSEQUENTIAL DAMAGES OR LOSSES, INCLUDING LOSS OF USE, REVENUE, OR PROFITS, ARISING FROM WARRANTY, CONTRACT, NEGLIGENCE, OR OTHER TORTS, OR OTHERWISE, EVEN IF THE SELLER HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
Section X. Equipment
Unless explicitly stated in a written agreement between the Seller and the Buyer, any equipment (such as, but not limited to, jigs, dies, tools, molds, and patterns) created for the production of custom goods or products will remain the exclusive property of the Seller, regardless of whether the Buyer has been charged for all or a portion of the associated costs.
Section XI. Alterations in Engineering and Design
The Seller reserves the right to implement design, specification, and/or engineering modifications to its products without providing prior notice to the Buyer. The Seller shall retain complete ownership and unrestricted usage rights to all designs, specifications, and engineering information provided.
Section XII. Supplementary Provisions
12.1. Applicable Law. Except when conflicting with the express provisions of these Terms and Conditions, contracts for the sale of goods and these Terms and Conditions of Sale shall be subject to and interpreted in accordance with the Uniform Commercial Code as adopted in the State of California. This Agreement shall be construed and governed by the laws of the State of California, disregarding its conflict of law provisions, and subject to the exclusive jurisdiction of state and federal courts situated in the State of California. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
12.2. Severability. If any term or provision of this Agreement is deemed invalid or unenforceable, the remainder of this Agreement shall remain unaffected, and all other terms and provisions shall be valid to the fullest extent permitted by law.
12.3. Alteration. Amendments, changes, or modifications to this Agreement shall only be valid if made in good faith, in writing, and signed by both parties.
12.4. Forbearance. Neither party’s failure to insist on strict adherence to any term, covenant, or condition of this Agreement by the other party shall be considered a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time be construed as a waiver or relinquishment of that right or power for any other time.
12.5. Force Majeure. The Seller shall not be obligated or liable for any delay or nonperformance resulting directly or indirectly from circumstances beyond the Seller’s reasonable control, including but not limited to, fire, explosion, accidents, strikes, embargoes, floods, epidemics, quarantine restrictions, unusually severe weather, labor shortages, war, government actions, inability to obtain suitable materials, equipment, fuel, power, or transportation, or acts of God. In case of delays due to such circumstances, the estimated shipping date shall be extended accordingly. Quantities affected by these circumstances may be excluded without liability, but the Terms and Conditions shall remain otherwise unaffected.
12.6. Assignment. Neither party may assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.
12.7. Interpretation. The headings in this Agreement are for convenience only and shall not impact its interpretation.
12.8. Complete Agreement. This Agreement encompasses the entire agreement between the parties concerning its subject matter and supersedes all prior agreements and understandings between the parties.
12.9. Legal Expenses. Should either party initiate legal proceedings related to the goods sold under these Terms and Conditions of Sale or any action associated with the collection of outstanding payments owed to the Seller, the prevailing party shall be entitled to recoup all relevant costs and expenses, including reasonable legal fees.