PND Enterprises’s Terms and Conditions
By accessing and using a website of or by entering into a commercial transaction with or utilizing any other service carried out by PND Enterprises, you accept and agree to be bound by these Terms and Conditions. These Terms and Conditions are incorporated by reference into all PND Enterprises Orders (including sales, quotes, purchase orders, and any other transaction carried out by PND Enterprises). PND Enterprises reserves the right to modify these Terms and Conditions at any time.
The sale of products and services by PND Enterprises are subject to these Terms and Conditions regardless of any other or additional terms or conditions that conflict or contradict the terms and conditions described herein in any purchase order, document, confirmation, or other communication with Customer. Preprinted Terms and Conditions on any Customer’s document and/or the failure of PND Enterprises to object to conflicting or additional terms will not alter, diminish, or add to the terms of these Terms and Conditions, and any such conflict of terms are hereby deemed to be resolved in favor of the PND Enterprises Terms and Conditions. These Terms and Conditions can only be modified in writing signed by authorized representatives of both PND Enterprises and Customer.
For purposes of these Terms and Conditions, the following definitions apply:
“PND Enterprises” means PND Enterprises and all its business names, affiliates, divisions, and subsidiaries.
“Agreement” or “Terms and Conditions” refers to these Terms and Conditions.
“Customer” means any person or entity that is purchasing or receiving any Product from PND Enterprises.
“Order” means any sales transactions, accepted quotes, purchase orders, confirmations, or other documentation or communication between PND Enterprises and Customer causing PND Enterprises to sell, provide, or otherwise convey a Product to the Customer.
“Product” means any product, part, item, or service sold or provided by PND Enterprises.
“Value-added” means any modifications, alterations, adjustments, improvements, or other work performed on a Product at the request of the Customer and in accordance with Customer instructions.
All Orders are subject to acceptance by PND Enterprises and to quantities of stock on hand. All Orders are non-cancelable and non-returnable ("NCNR") except when Products do not meet the original manufacturer-specified fit, form, and function requirements. The Customer may not cancel or reschedule Orders for Products without written PND Enterprises consent.
Customers will be subject to a restocking fee for canceled Orders. The restocking fee is inclusive of PND Enterprises’ costs, including but not limited to time, resource allocation, and use. Restocking fees will be determined in PND Enterprises’ discretion and shall be a minimum of 25% of the total cost of the Order. Failure to provide accurate end user information or providing misleading information on Orders for Products destined outside of the United States will result in a restocking fee of 50% of the total cost of the order.
The Customer acknowledges that all international orders must receive clearance through PND Enterprises’ export compliance system prior to shipment and in accordance with the Export/Import requirements of these Terms and Conditions. PND ENTERPRISES RESERVES THE RIGHT TO CANCEL ANY ORDER AT ANY TIME IF THE ORDER DOES NOT COMPLY WITH AND/OR CANNOT BE MADE TO COMPLY WITH UNITED STATES EXPORT LAWS AND REGULATIONS. All other terms and conditions of PND Enterprises remain in full effect at any time of cancellation.
PND Enterprises’ quoted prices remain valid for 48 hours from the time the quote is issued, unless otherwise stated in writing. In the event prices to PND Enterprises increase, or in the event of cost increases due to circumstances beyond its reasonable control, PND Enterprises may increase prices to cover additional costs of Orders or cancel Orders in its discretion. Prices are for Products only and do not include taxes, impositions and any other charges, fees, shipping charges and duties imposed by any government authority. Customer is responsible for any additional fees and taxes.
TERMS OF PAYMENT
Payment of the total invoice amount, without offset or deduction, is due 30 days from the invoice date. On any past due invoice, PND Enterprises may charge interest from the payment due date to the date of payment (at 1% per month), plus reasonable attorney fees and collection costs. PND Enterprises may change the terms of Customer's credit at any time. PND Enterprises may apply payments to any of Customer's accounts.
DELIVERY AND TITLE
Customer is responsible for all shipping costs and any applicable surcharges. Title and risk of loss pass to Customer upon delivery of the Products to the carrier. Carrier and method of payment to carrier shall be determined by PND Enterprises and Customer during negotiation of Order.
PND Enterprises delivery dates are estimates only and PND Enterprises is not liable for delays in delivery as a result of export compliance processes, quality protocols, or any other circumstances beyond PND Enterprises’ control. PND Enterprises reserves the right to make partial shipments and Customer will accept delivery and pay for the Products delivered. PND Enterprises is entitled to complete shipment of a full Order, regardless of any delays in whole or in part of the Order. A delayed delivery of any part of an Order does not entitle Customer to cancel other deliveries arising out of the same Order.
ACCEPTANCE OF PRODUCTS AND PRODUCT RETURNS
Customer must notify PND Enterprises in writing of any damage, shortage, or other discrepancies regarding Products within 10 days of delivery. After the 10th day, Customer is deemed to have accepted the Products and may not revoke acceptance. Customer cannot return Products without a return material authorization (“RMA”) number issued by PND Enterprises. RMAs are only issued in cases where Products do not comply with the form, fit, and function specifications and characteristics as provided by the Products’ original manufacturer. RMAs are only valid for a period of 7 to 30 days after issuance (as specified in the RMA) and Products must be returned within the specified time. After the specified time period, the RMA will expire, and returns will not be accepted. Products will remain the property of the Customer if not received in a timely manner and if Products are not in the same condition as sold by PND Enterprises.
Returned Products must be in the original manufacturer's shipping cartons or equivalent thereof. Freight charges with shipment insurance amount as specified in the RMA will be paid by Customer. Customer bears risk of loss of the Product until received by PND Enterprises. Returned Products must be shipped signature upon delivery. PND Enterprises bears no responsibility for returned Products delivered to PND Enterprises without signature of receipt. PND Enterprises bears no responsibility for returned Products shipped without a valid RMA.
Customer must pay any restocking charges. Only Products that are inconsistent with the original manufacturer’s fit, form, and function specifications may be returned. All Products which do not meet this discrepancy will be either returned to Customer at Customer’s expense or held for Customer's account at Customer's expense.
Product information, including information related to a Product's specifications, export/import control classifications, hazardous materials and dangerous goods information, uses, or conformance with legal or other requirements, is obtained by PND Enterprises from its suppliers or other sources. PND Enterprises provides such information on an "AS IS" basis. All Product information is subject to change without notice. PND Enterprises is not responsible for typographical or other errors or omissions in Product information.
PND Enterprises will transfer to Customer any Product warranties and indemnities authorized by the manufacturer, including any transferable warranties and indemnities for intellectual property infringement. PND Enterprises warrants conformity to the form, fit, and function specifications and characteristics as provided by the Products’ original manufacturer. PND Enterprises warrants that Value-added work performed by PND Enterprises on Products will conform to Customer's specifications. PND Enterprises makes no warranties or representations that Value-added work performed to the Customer’s specifications will retain or enhance the Product’s functionality, merchantability, or fitness for a particular purpose.
All parts sold by PND Enterprises are guaranteed for form, fit, and function. If Products do not meet manufacturer's specifications or if Value-added work performed by PND Enterprises does not meet Customer's specifications, PND Enterprises has the option to:
Repair the Products;
Replace the Products at no cost to Customer; or
Refund Customer's purchase price.
Customer must return non-conforming Products to PND Enterprises, along with acceptable proof of purchase in accordance with Acceptance and Return of Products in these Terms and Conditions.
PND ENTERPRISES HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, SPECFICIALLY INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
PND ENTERPRISES EXPRESSLY AND SPECIFICALLY DISCLAIMS WARRANTY OF GOOD TITLE.
PND ENTERPRISES MAKES NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF THE PRODUCT INFORMATION, AND DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES UNDER ANY THEORY WITH RESPECT TO THE PRODUCT INFORMATION, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PND ENTERPRISES RECOMMENDS THAT CUSTOMER VALIDATE ANY PRODUCT INFORMATION BEFORE USING OR ACTING ON SUCH INFORMATION.
LIMITATION OF LIABILITY
PND Enterprises is not liable for, and Customer is not entitled to, any indirect, special, incidental or consequential damages (including, but not limited to, loss of profits or revenue, loss of data, loss of use, rework, manufacturing expense, damage to higher-level assemblies, injury to reputation, loss of customers, costs, or attorneys’ fees) arising out of this transaction. Customer's recovery from PND Enterprises for any direct damages will not exceed the price of the Product at issue. Customer will indemnify, defend, and hold PND Enterprises harmless from any damages claims based on:
PND Enterprises’ compliance with Customer's designs, specifications, or instructions in performing Value-added work;
Modification of any Products by anyone other than PND Enterprises;
Or use in combination with other products.
PND Enterprises is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery due to causes beyond its reasonable control (for example: acts of God, acts or omissions of the Customer, man-made or natural disasters, epidemic or medical crises, materials shortages, strikes, acts of terrorism, delays in transportation, or inability to obtain labor or materials through its regular sources).
USE OF PRODUCTS.
PND Enterprises is not liable for use of Products in any way other than intended by the original manufacturer’s specifications. PND Enterprises is not liable for any failure arising from use of Products in a way other than intended by the original manufacturer’s specifications resulting in personal injury, loss of life, or catastrophic property damage. If Customer uses or sells the Products for use in any applications other than as intended, Customer acknowledges that such use or sale is at Customer's sole risk. Customer will indemnify, defend and hold PND Enterprises and the Product manufacturer harmless from and against any and all liabilities and costs arising out of or in connection with such use or sale. PND Enterprises will not be held responsible for any damages resulting from any design, manufacturing, failure to warn, or marketing defects inherent to the Product attributable to the original manufacturer or its suppliers.
PND Enterprises is not liable for personal injury, loss of life, or catastrophic property damage arising from a Product’s design defect, manufacturing defect, or failure to warn defect. In the event of personal injury, loss of life or catastrophic property damage arising from a Product defect, Customer will indemnify, defend and hold PND Enterprises harmless from and against any and all liabilities and costs arising out of or in connection with such defect.
Certain Products sold by PND Enterprises and other related technology and documentation are subject to export control laws, regulations, and orders of the United States and the export or import control laws and regulations of other countries. Customer will not directly or indirectly export or divert any Products and other related technology and documentation to any third party or country where such export or transmission is restricted or prohibited. Customer is solely responsible for ensuring its compliance with U.S. export laws and regulations, and for obtaining any necessary license to export, re-export, or import as may be required.
An Order fulfilled by PND Enterprises may include United States Munitions List (USML) items or Commerce Controlled List (CCL) items. USML/CCL articles are subject to export control by the U.S. Government and in many cases cannot be transferred (exported, sold, displayed or given) to a foreign county, a non- U.S. Citizen/National or a non- Permanent U.S. Resident without a valid State Department, Commerce Department, or Treasury Department authorization.
The Customer acknowledges that any Order received from PND Enterprises may contain items subject to U.S. export laws and regulations. PND Enterprises is not responsible for providing export control or compliance information to the Customer. PND Enterprises is not responsible for ensuring Customer’s compliance with U.S. export laws and regulations. PND Enterprises is not liable for any penalties arising from Customer’s failure to comply with U.S. export laws and regulations.
The Customer assumes full responsibility for compliance with any United States export laws and regulations prior to any export from the United States of Product(s) received from PND Enterprises and agrees to hold harmless PND Enterprises for any violations of export laws and regulations committed by Customer or its agents.
Any claim, dispute, or controversy between Customer and PND Enterprises relating in any way to the use of PND Enterprises’ websites, the terms of this Agreement, Orders conducted by PND Enterprises, or Products distributed or serviced by PND Enterprises will be resolved initially with non-binding arbitration. Arbitration will be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. If the AAA should become unavailable, an alternate forum will be chosen at PND Enterprises’ discretion. PND Enterprises reserves the right to select a panel of one or more knowledgeable and impartial arbitrators and judgment on the award may be entered in any court having jurisdiction thereof.
If either party rejects the arbitrator’s decision, the dispute will be taken to trial. The laws of the state of California will govern both the arbitration proceedings and possible courtroom litigation, except that the state of California conflict of law provisions shall not apply. Both arbitration and litigation proceedings will take place in the venue of PND Enterprises’ choice. Litigation will be held in a courthouse having proper jurisdiction in closest proximity to PND Enterprises’ headquarters located at:
Palm Desert, CA 92260
The laws of the State of California will exclusively govern any dispute between PND Enterprises and Customer without regard to any conflict of laws principles. The United Nations Convention for the International Sale of Goods shall not apply.
Customer may not assign this Agreement without the prior written consent of PND Enterprises. PND Enterprises or its affiliates may perform the obligations under this Agreement. This Agreement is binding on successors and assigns.
PND Enterprises and Customer are independent business entities and agree that this Agreement does not establish a joint venture or partnership.
Statements or advice (technical or otherwise) if given without charge, are an accommodation to Customer and PND Enterprises has no responsibility or liability for the content or use of such statements or advice.
The failure of PND Enterprises to object to any document, communication, or act of Customer will not be deemed a waiver of any of these Terms and Conditions.
The unenforceability of any of these terms or conditions will not affect the remainder of the terms or conditions.
Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses.
Customer and PND Enterprises will comply with applicable laws and regulations.