Pearl Water Systems
ALL SALES ARE SUBJECT TO AND EXPRESSLY CONDITIONED UPON THE TERMS AND CONDITIONS CONTAINED HEREIN, WHICH ARE ACCEPTED BY THE CUSTOMER UPON PLACING OF AN ORDER FOR PRODUCT(S) WITH Pearl Water Systems WHICH ORDER IS CONFIRMED BY Pearl Water Systems. NO VARIATION OF THESE TERMS AND CONDITIONS WILL BE BINDING UPON Pearl Water Systems UNLESS AGREED TO IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF Pearl Water Systems. THESE TERMS AND CONDITIONS CAN ALSO BE FOUND ON www.Pearl.com
TERMS AND CONDITIONS OF SALE
Pearl Water Systems reserves the right at any time to amend these Terms and Conditions. It is Customer’s responsibility to review the Terms and Conditions prior to submitting each order. Pearl Water Systems has no responsibility to notify you of any changes prior to effective date of the changes. Customer shall be deemed to accept such amended Terms and Conditions by ordering products offered after the date of such amendment.
The following definitions apply to these Terms and Conditions of Sale:
2. ORDERING INFORMATION.
1.1 Accessory means any special device manufactured or distributed by Pearl Water Systems, which may be used in conjunction with the operation of Equipment.
1.2 Agreement means these Terms and Conditions of Sale.
1.3 Customer means any person or entity who purchases any Equipment, Accessories or Parts directly from Pearl Water Systems.
1.4 Equipment means any equipment or device as may be manufactured or distributed from time to time by Pearl Water Systems.
1.5 Part means any components manufactured or sold by Pearl Water Systems which are part of any equipment or device, including the Equipment.
1.6 Pearl Water Systems means, Pearl Water Systems, LLC, a Florida limited liability company.
1.7 Product means Equipment, Parts and Accessories or a combination of them, which are manufactured or distributed from time to time by Pearl Water Systems.
2.1 Purchase Orders. Purchase orders may be placed by fax at (954) 8890413, or by e-mail to sales@Pearl.com.
2.1.1 The following information is required and must be validated by the Customer on every purchase order:
• Account number
• Customer name
• Complete delivery address
• Purchase order number
• Contact name and telephone number
• Product part number or model
• Delivery date request
• Any special instructions
2.1.2 When Customers uses its own purchase order form, only the above information shall be applicable to and binding upon Pearl Water Systems. Any purchase order terms and conditions, and/or modifications regarding pricing or general ordering information, shall not be effective. Customer acknowledges and agrees that the terms and conditions of this Agreement supersede the terms and conditions of any purchase order or other documentation used by Customer and, except for delivery and billing addresses, and types and quantities of items ordered, any conflicting or additional terms are void and have no effect
2.1.3 All orders are subject to acceptance by Pearl Water Systems and become final only when accepted by Pearl Water Systems. The terms and conditions of sale contained in this Agreement shall be effective on the date of shipment.
2.2 Ordering (Lead Time, etc). Without limiting the foregoing, at a minimum, all Products must be ordered in accordance with the following requirements:
• All orders are subject to credit approval and acceptance by our corporate office.
• Scheduled shipments may be available for Customer based on Customer’s location, frequency and volume of purchases. Contact Pearl Water Systems’ Customer Service department to check availability or the possibility of establishing scheduled shipments.
2.3 General Minimum Order Charge. Orders totaling less than $150 in total Product will be assessed a minimum order charge of $10.
2.4 “Emergency” Orders (next day delivery).
2.4.1 Pearl Water Systems reserves the right to accept or reject emergency purchase orders. Emergency orders, if accepted, will be delivered to the best of our abilities and based on available inventory, and are subject to a $20 handling fee plus all related shipping/delivery charges.
3. BILLING AND PAYMENT INFORMATION.
2.4.2 Pearl Water Systems will attempt to ship all accepted “emergency orders” to Customers on an expedited basis based on Customer’s request, Pearl Water Systems will not be liable for any loss or damage arising out of delay or failure of shipment or delivery.
3.1 Prices. Customer’s total price for the Products will be stated in the corresponding invoice. Customer understands and accepts that prices for Products published by Pearl Water Systems are subject to change without notice prior to the acceptance of an order by Pearl Water Systems.
4. RETURNED GOODS POLICY
3.2 Shipping and Handling, Taxes and other charges. Published Product prices are exclusive of all taxes, shipping and handling charges and other regulatory surcharges. Customer shall be exclusively responsible for the payment of all applicable federal, state and local sales tax, use, excise, and/or gross receipt tax resulting from transactions with Pearl Water Systems, regardless of legal liability for the tax. Customer shall also be responsible for all applicable shipping or handling charges or applicable sales and other taxes and regulatory surcharges (present and/or future). Accordingly, all such charges and taxes will be added to the purchase price in the corresponding invoice.
3.3 Invoices. Product will be invoiced as soon the items are shipped. Payment must be made within terms of sale as indicated on the invoice. Questions regarding invoices should be directed to Pearl Water Systems’ Credit and Collections Department at the number (954) 4749090 and e-mail address account.receivable@Pearl.com.
3.4 Payment Terms. Subject to credit approvals, the payment terms are applied from the date of the invoice. Payment will be accepted by check, cash, or wire transfer. A service charge of 1 ½% per month (or the highest amount allowed by applicable law, if lower) shall be added to all amounts past due. Pearl Water Systems also reserves the right to suspend further deliveries of Products to Customer in the event of delays or lack of payment of invoices by Customer.
3.5 Returned Checks. A $100 service charge will be assessed for all returned checks.
4.1 All Sales Final. All sales of Products hereunder are considered final and Pearl Water Systems is under no obligation whatsoever to accept returns of products, except in connection with a warranty claim as more specifically detailed in Section 8 of this Agreement. Notwithstanding the foregoing, Pearl Water Systems may, in its sole and own discretion, and on a case-by-case basis, accept certain return of products, charging 20% of the product value as a re-stocking fee. The restocking fee will have to be approved by the Customer before proceeding with the return. Customer understand and accepts that any such decision by Pearl Water Systems will not be considered a waiver of this provision and that such decision, if taken, is limited to that particular instance and does not apply to other Product purchases made by Customer. Customer further acknowledges and understands that Pearl Water Systems’ decision to accept a return for a particular Customer is exclusive to that Customer and that particular instance and that Pearl Water Systems is under no obligation to allow returns of Products to other Customers.
4.2 General Return Requirements. All Products must be handled, maintained and stored properly at all times to be eligible for return and/or credit. Without limiting the foregoing, at a minimum, all delivered Products must be handled and stored in accordance with the following requirements:
• Products must be stored at the originally delivered site, in the original, unopened, and undamaged carton or package.
• Products must be handled and stored in a sanitary manner.
5. FORCE MAJEURE.
• Products must be handled and stored to avoid contamination of any kind.
• Products must be maintained in accordance with any and all other handling and storage recommendations and information provided in Product literature, labeling, packaging information and/or otherwise made available to Customer.
4.3 Prompt Notice of Shipping Errors. Customer will promptly notify Pearl Water Systems’ Customer Service department of any alleged shipment errors. FOR ELIGIBILITY CONSIDERATION UNDER Pearl Water Systems’ RETURNED GOODS POLICY, Pearl Water Systems’ CUSTOMER SERVICE DEPARTMENT MUST BE NOTIFIED OF ANY ALLEGED SHIPPING ERRORS WITH RESPECT TO PRODUCT DELIVERED HEREUNDER WITHIN TWO (2) BUSINESS DAYS AFTER CUSTOMER’S RECEIPT OF PRODUCT, REGARDLESS OF THE ALLEGED PROBLEM OR CAUSE FOR RETURN.
4.4 Returned Goods Authorization Required. In all cases, prior authorization (evidenced by a Returned Goods Authorization number) to return Product is required from Pearl Water Systems’ Customer Service department. Credit will not be issued without prior authorization of the return. Product inspection and determination by our technical department that Customer has met its obligations under Section 4.1 hereto and that the return Products are in good working condition and are able to be restocked and sold is also required before issuing any credit. Pearl Water Systems SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO CUSTOMER FOR PRODUCTS RETURNED WITHOUT Pearl Water Systems’ PRIOR WRITTEN AUTHORIZATION.
4.5 No Credit for No-Charge Product. For the avoidance of doubt, Product provided at no charge is not eligible for return for credit under any circumstances.
4.6 Damaged Product. Customer is responsible for any damage to the returned Products and which may occur while the Products are at Customer’s facilities, and also during packaging and transit to Pearl Water Systems location.
Pearl Water Systems shall not be liable for nonperformance or delays caused by strikes, lockouts, concerted acts of workers or other industrial disturbances, fires, explosions, floods, or other natural catastrophes, civil disturbances, riots, or armed conflict, whether declared or undeclared, curtailment, shortage, rationing, or allocation, of normal sources of supply, labor, materials, transportation, energy, or utilities, accidents, acts of God, sufferance of or voluntary compliance with acts of government or governmental regulation, (whether or not valid) embargoes, or any other cause which is beyond the commercially reasonable control of Pearl Water Systems. Customer agrees that in the event of any of the foregoing, Pearl Water Systems may, subject to Pearl Water Systems’ good faith discretion and without liability to Customer, allocate the distribution of any of its Products (including the Products subject to this Agreement) among its Customers.
6. APPLICABLE LAW AND DISPUTE RESOLUTION.
6.1 Applicable Law. These terms and conditions of sale shall be interpreted and construed in accordance with the substantive laws of the State of Florida.
7. CUSTOMER SERVICE INQUIRIES
6.2 Dispute Resolution/Arbitration. The parties shall attempt to resolve any and all disputes, claims or controversies arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy. If such disputes, claims or controversies are not resolved through such negotiation, then they shall be submitted for final and binding arbitration pursuant to the arbitration clause set forth below. Either party may initiate arbitration with respect to the matters submitted to negotiation by filing a written demand for arbitration at any time following the initial negotiation session.
6.3 Arbitration Process. To the extent not resolved by mediation, any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be exclusively be settled through arbitration in accordance with the Commercial Arbitration Rules and Optional Rules for Emergency Measures of Protection issued by the American Arbitration Association (AAA) rules and by the Florida Arbitration Code. The arbitration, which will take place in Broward County, Florida, shall be conducted by a single arbitrator selected by the parties (the AAA will select the arbitrator if the parties cannot agree on a choice of arbitrator).
6.4 Confidential Process. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
All customer service inquiries, including those which relate to the standard terms and conditions of sale contained in this Agreement must be directed to Pearl Water Systems’ Customer Service Department at the number (954) 8890413 or at the email address customerservice@Pearl.com
8. WARRANTIES AND LIMITATION OF LIABILITY.
8.1 Products Manufactured by Pearl Water Systems.
8.1.1 Products manufactured by Pearl Water Systems will be sold to the Customer under a warranty or warranties contained in Pearl Water Systems’ label or insert accompanying the Product (the “Warranties”), which state the nature and duration of Pearl Water Systems’ obligation to the Customer. Customer’s remedies are limited to replacement of Product or repair of Product at the sole discretion of Pearl Water Systems as provided herein.
Notwithstanding the foregoing, in the absence of a more specific warranty, with respect to Products manufactured by Pearl Water Systems, such Products are warranted to conform to Pearl Water Systems’ specifications for the Product in effect at the time of shipment. The warranty period will be measured from Pearl Water Systems’ invoice date.
8.1.2 Pearl Water Systems’ warranty set forth above in Section 8.1.1 is conditioned upon proper storage, installation, use and maintenance in accordance with applicable written recommendations of Pearl Water Systems. Pearl Water Systems warranties under this Agreement will be void and of no effect if: (i) Product is not used in accordance with its instructions or if it is used for a purpose not indicated on the labeling; (ii) the alleged defect is a result of abuse, misuse, improper maintenance, accident or the negligence of any party other than Pearl Water Systems; (iii) the Product’s failure to conform to Pearl Water Systems’ warranty was due in whole or in part to other conditions beyond the control of Pearl Water Systems; (iv) any repairs, alterations or other work has been performed by Customer or others on such Product (other than work performed with Pearl Water Systems' prior written authorization and according to Pearl Water Systems’ approved procedures). Without limiting the foregoing, the warranties set forth herein do not extend to damage to Products or other items resulting in whole or in part from the use of components, accessories, Parts or supplies that are not furnished by Pearl Water Systems.
8.1.3 The procedures to make claims under the Product manufacturer’s warranty are set forth in Section 8.3 hereto
8.1.4 THE WARRANTY SET FORTH IN SECTION 8.1.1 OF THIS AGREEMENT, AS LIMITED IN SECTION 8.1.2, IS EXCLUSIVE REGARDING THE PRODUCTS AND IN LIEU OF ALL OTHER WARRANTIES. THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (AND Pearl Water Systems HEREBY DISCLAIMS ANY IMPLIED WARRANTY). ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED BY STATUTES OR OTHERWISE ARE HEREBY EXPRESSLY DISCLAIMED.
8.1.5 CUSTOMER UNDERSTANDS AND EXPRESSLY ACCEPTS THAT Pearl Water Systems’ SOLE OBLIGATION AND CUSTOMER’S EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY SHALL BE, AT Pearl Water Systems’ OPTION, TO REPAIR OR REPLACE THE PRODUCT, OR TO REFUND THE PURCHASE PRICE BY CREDITING CUSTOMER’S ACCOUNT. Pearl Water Systems shall not be liable to Customer or any third party or entity with respect to Product ordered/sold under this Agreement, under any equity, common law, tort, contract, negligence, strict liability or other theory for any (a) proximate, accidental, special, punitive, incidental, consequential, or indirect damages or (b) business damages (including without limitation, loss of profit or use, opportunity, or goodwill), even if the remedies provided for herein fail of their essential purpose and even if Pearl Water Systems has been advised of the possibility of any of the foregoing damages.
8.2 Other Products Sold by Pearl Water Systems.
8.2.1 Products distributed by Pearl Water Systems, but not manufactured by Pearl Water Systems, are warranted by the Product’s manufacturer. (More specific manufacturer’s warranties may accompany individual Products). Pearl Water Systems EXTENDS NO EXPRESS OR IMPLIED WARRANTIES, WHETHER OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO PRODUCTS WHICH ARE NOT MANUFACTURED BY Pearl Water Systems.
8.2.2 The procedures to make claims under the Product manufacturer’s warranty are set forth in Section 8.3 hereto.
8.2.3 Pearl Water Systems shall not be liable to Customer or to any third party or entity with respect to Product ordered/sold under this Agreement, under any equity, common law, tort, contract, negligence, strict liability or other theory for any (a) proximate, accidental, special, punitive, incidental, consequential, or indirect damages or (b) business damages (including without limitation, loss of profit or use, opportunity, or goodwill), even if the remedies provided for herein fail of their essential purpose and even if Pearl Water Systems has been advised of the possibility of any of the foregoing damages.
8.2.4 Customer acknowledges that Pearl Water Systems is under no obligation whatsoever to stock parts or accessories for specially ordered items or Products and that in some cases, part or accessory availability may be restricted or limited.
8.2.5 Any purchase from Pearl Water Systems of products that are not listed in the update Price List is considered a special Order. Customer acknowledge that any purchase of “Special Products” will be final and Pearl Water Systems is under no obligation to accept the return of such item.
8.3 Warranty Services
8.3.1 Pearl Water Systems will endeavor to reasonably assist Customer with any claims under the Product’s manufacturer warranty. Pearl Water Systems will not provide warranty services assistance to any end-user or to any of Customer’s clients both of which need to contact the person or entity that sold them the Product in order to obtain such assistance.
8.3.2 Customers wishing to obtain assistance from Pearl Water Systems in connection with the Product’s manufacturer warranty shall follow the following procedure:
A. Customer inquiries in connection with warranty claims may be made (i) by regular mail at the address specified on the Product invoice, (ii) by e-mail at the following address: customerservice@Pearl.com, or (iii) by telephone at the following number (954) 4749090.
B. Upon receipt of a warranty inquiry from Customer, Pearl Water Systems will create a case number and will ask Customer to send the Product(s) to Pearl Water Systems at the address included on the Invoice using the original box and packing material, and with a note indicating (i) Customer’s name and contact information for the person who can be contacted in connection with the warranty claim, (ii) invoice number along with a copy of the Invoice, (iii) a completed warranty form provided by our customer service department or to the web page www.Pearl.com , (iv) Client ID number (if any), (v) product serial number, and (vi) order number.
C. Customer acknowledges that is solely responsible for all shipping, handling, insurance charges (recommended), customs fees and taxes in connection with the shipping of the Product’s under Section 8.3.2(a). Accordingly Customer shall be solely responsible for any damage to the Products during packaging transit and until Pearl Water Systems receives them at its facilities. Notwithstanding anything to the contrary herein, to the extent available, Pearl Water Systems may instruct Customer to take the Products to an authorized service center.
D. Once the Product is received Pearl Water Systems shall determine whether or not the alleged Product malfunction is under Warranty and the extent of the Warranty and shall notify Company in writing to that effect along with the option available to Customer which may include replacement, credit note (partial or total), or repair.
E. Under no circumstances Pearl Water Systems will accept self applied credit notes prior the procedure indicated in the Section 8.3.2 D.
F. In the event that the damages to the Product are not covered under its manufacturer’s Warranty, Pearl Water Systems may offer Customer, to the extent feasible, the possibility of repairing the Product, in which case all related expenses will be for the account of Customer.
G. Repairs or replacements of Products under the manufacturer’s warranty will not, under any circumstances, be interpreted as warranty extensions, and the original terms and condition of the original warranty shall prevail.
9.1 Customer hereby agrees to indemnify, defend, and hold harmless Pearl Water Systems, its affiliates and subsidiaries, and the officers, directors, employees agents and insurers of each of them, from and against any and all third party claims, demands, actions, damages, expenses, costs, claims, judgments and liabilities (including, without limitation, interest, penalties and reasonable attorneys' fees and investigative costs) incurred by Pearl Water Systems, arising from, in connection with or as a consequence of (i) any negligent, or wrongful act or omission by Customer; and/or (ii) Customer’s use or sale of the Products, except to the extent that such suit or demand arises out of the failure of the Products to meet Pearl Water Systems’ express warranty(ies).
10. SHIPPING INFORMATION
10.1 Scheduled Delivery Dates. Shipment dates, which may be provided to Customer, are approximate only and are estimated from the date of receipt of Customer’s order. Pearl Water Systems reserves the right to revise shipping estimates to reflect conditions in effect on or before the date on which an order is scheduled to be shipped. Pearl Water Systems shall use its reasonable commercial efforts to fill and ship accepted orders to Customer within a reasonable time, but Pearl Water Systems will not be liable for any loss or special, indirect, or consequential damages arising out of delay or failure of shipment or delivery of Product for any reason. In any event, receipt of Product by Customer shall constitute acceptance and waiver of any and all claims due to delay.
10.2 Delivery Delays/Nonperformance. Without limiting the foregoing, Customer agrees that Pearl Water Systems will not be liable for any loss or damages that may result from nonperformance and/or delays caused by a supply shortage of raw materials, manufacturing problems, delivery or labor problems, acts of regulatory agencies, discontinuation of a product line, acts of Customer, and/or by reason of any “force majeure event” more particularly described in Section 8 of this Agreement. Customer agrees and understands that under any such circumstances, Pearl Water Systems may, subject to Pearl Water Systems’ discretion and without liability to Customer, allocate available Products (including Products subject to this Agreement) among all its Customers without liability.
10.3 Customer Inspection and Acceptance of Product at Delivery. Customer must visually inspect and count all Products received from Pearl Water Systems. Pearl Water Systems’ Customer Service department must be notified in writing of any non-conforming product within two (2) business days of receipt of shipment under Pearl Water Systems’ Returned Goods Policy. Failure to make such notification within the stated term shall be construed as an acceptance of the Products. Claims for damaged or missing product must be directed by Customer to the corresponding shipper or carrier.
10.4 Proof of Shipment/Delivery. Customer is solely responsible for maintaining its own files and records in connection with purchases of Products from Pearl Water Systems’. Upon Customer’s request, Pearl Water Systems, at its sole discretion, may provide copies of purchase orders and other shipping documentation in connection with a particular order of Products.
10.5 Shipping Terms and Risk of Loss. Disposable items are shipped EX-WORKS. The risk of loss on Equipment passes to Customer upon Pearl Water Systems’ shipment from Pearl Water Systems’ shipping point.
10.6 Additional Shipping & Handling Terms.
(i) Pearl Water Systems charges USD $10.00 as a packaging fee per item on all orders delivered by express courier (spare parts are not included) such as UPS, FEDEX, DHL, etc. This action was taken to better pack all orders and make sure they get to their destination in the best shape.
(ii) Our free shipping minimum order is USD 2,500.00 for all distributors within the eastern and central time zones.
(iii) Pearl Water Systems will not charge USD 10.00 handling fee for all currier shipments to distributors which keep inventory in stock.
(iv) Pearl Water Systems will charge a fee of USD 10.00 for all Drop- Shipments to third parties only.