Terms of service

TERMS AND CONDITIONS OF SALE

                                                                                                                                   

These terms and conditions of sale (“Sales T&C”) shall govern all sales of Products by Infor (US), LLC (“Infor US”) or any affiliate of Infor US (Infor US and its affiliates referred to herein as “Infor”) to you (“Buyer”).  The specific Infor contracting party to these Sales T&C with respect to the sales of Product is the Infor entity that is providing the Product as determined by Infor US. Ordering Products from Infor by Buyer constitutes acceptance of these Sales T&C, and neither Buyer’s purchase order nor any other writing from Buyer shall be binding or have any force or effect on Infor. “Product(s)” means the product or products Infor is reselling to Buyer under these Sales T&C; the Products originate from a third party supplier, referred to as the “Supplier”.

 

These Sales T&C may be amended by Infor from time-to-time and shall govern any additional Buyer orders made after such amended Sales T&C are posted to Infor’s website (the “Site”). These Sales T&C, in conjunction with the applicable Infor invoice, include all the terms, warranties, and conditions pertaining to each transaction for a Product between Buyer and Infor. It is Buyer’s responsibility to check the Site periodically for changes to these Sales T&C. Buyer’s continued use of or access to the Site following the posting of any changes constitutes Buyer’s acceptance of those changes.

 

ORDERS

 

Infor may refuse any order at its discretion including, for example and without limitation, orders that, in Infor’s sole judgment, appear to be placed by dealers, resellers or distributors. Once accepted by Infor, all orders are final and not subject to cancellation, except Infor may cancel any previously accepted order with respect to any Buyer delinquent on payment terms. Infor may also at any time correct typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability.

 

Buyer agrees to provide current, complete and accurate purchase and account information for all purchases made. Buyer agrees to promptly update its account and other information, including its email address, so that Infor can complete transactions and contact Buyer as needed.

 

PERSONAL INFORMATION

Buyer’s submission of personal information to Infor is governed by Infor’s Privacy Policy, which can be viewed here: https://www.infor.com/about/privacy

 

TAXES

 

Prices do not include any taxes or other governmental charges (including without limitation VAT, excise taxes, customs duties, or federal, state or local sales taxes) (collectively, “Taxes”). All such Taxes are the responsibility of Buyer, and Infor may include any such Taxes in the same invoice to Buyer as Products or in a separate invoice. In the event Infor is required at any time to pay any Taxes, Buyer will reimburse Infor promptly on demand. If any governmental agency requires Buyer to withhold any portion of the gross payment due to Infor, then such payment shall be increased by an amount such that the amount actually remitted to Infor is equal to the amount that would have been remitted had there been no such withholding.

 

PAYMENT TERMS

 

Unless otherwise provided elsewhere in these Sales T&C or in an Infor invoice, terms are net 30 from date of invoice. Infor will assess a 1½% monthly service charge (or such lesser amount as permitted by law) to all past due amounts. Buyer will be liable for all legal fees incurred by Infor in the event legal action is required to collect any amount owing under a past due account.

 

Payment terms are subject to review of Buyer’s credit. Infor shall have the right, from time to time, as a condition to order acceptance or Product shipment of an accepted order, to require assurance of payment satisfactory to Infor. Such assurance may take the form of an irrevocable letter of credit. All payments to Infor shall be paid fully without set-off, deduction, or counterclaim.

 

SECURITY INTEREST

 

            Buyer hereby grants Infor a security interest in all Products sold to Buyer hereunder to secure due and punctual payment and performance of all Buyer’s obligations hereunder. Buyer shall execute all financing statements and other documents, and take all other actions, which Infor shall reasonably request to perfect, protect, continue or maintain such security interests.

 

OPTIONAL TOOLS

 

            Infor may provide Buyer with access to third-party tools over which Infor neither monitors nor has any control nor input. Buyer acknowledges and agrees that Infor provides access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. Infor shall have no liability whatsoever arising from or relating to Buyer’s use of optional third-party tools. Any use by Buyer of the optional tools offered through the Site is entirely at Buyer’s own risk and discretion and Buyer should ensure that Buyer is familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

 

SHIPMENT/DELIVERY

 

Dates of all shipments and deliveries are estimated and not guaranteed. All Products will be tendered and shipped Ex-Works factory and may be so tendered in several lots. In the absence of specific instructions, Infor will select the carrier and ship freight prepaid and added to the price of the relevant Product, either in the same invoice to Buyer as accompanying the Products or in a separate invoice. Buyer must inspect the merchandise upon delivery and report any apparent error or defect to Infor within ten (10) days of said delivery; should the Buyer fail to do so it shall be conclusively presumed that the Products are accepted. Damage to or loss of any goods in transit must be noted on the carrier's delivery freight bill. Infor will provide Buyer with assistance in order for Buyer to file a claim with the carrier; however, Buyer may not withhold whole or partial payment pending carrier settlement. Title and risk of loss or damage to each of the Products will pass to Buyer when delivery is made to possession of the carrier.

 

COMPLIANCE WITH LAWS, INCLUDING EXPORT/IMPORT RESTRICTIONS

 

            It is the responsibility of Buyer, at its sole cost and expense, to comply with all applicable laws and regulations of any government or other competent authority, including those regarding export or import, and to maintain all necessary permits, licenses and consents. Infor shall have no liability for delayed delivery or non-delivery resulting from denial, revocation, suspension, or governmental delay in issuance of any necessary export license or authority.

 

LIMITED WARRANTY AND REMEDY

 

To the extent permitted, Infor makes available to Buyer (and not any subsequent purchaser of the Products from Buyer) the limited warranties Supplier makes available to purchasers of that Product direct from Supplier.

 

Each such limited warranty is void if the Product is (i) installed improperly or otherwise not in accordance with the installation instructions which are shipped with, or otherwise made available for, the Product or any applicable standards or codes, such as, without limitation, those standards of codes of the National Electrical Code, the Standards for Safety of Underwriters Laboratory, Inc., the Conformité Européenne, or the Canadian Standards Association, (ii) altered or repaired other than as authorized in writing by Infor, (iii) misused or abused, whether intentionally or not, including without limitation if the Product is used at any time in an environment or operating range, or subjected to electrical values, in excess of those specified in the Product’s performance specifications, (iv) damaged due to Acts of God, (v) used in violation of any applicable standard or code for use, such as, without limitation, those standards or codes of the Standards for Safety of Underwriters Laboratory, Inc., the Conformité Européenne, or the Canadian Standards Association, (vi) used together with any third party offering other than as contemplated by the documentation shipped with, or otherwise made available for, the Product or (vii) damaged in transit or handling. 

 

Infor’s obligation for breach of this limited warranty, and Buyer’s exclusive remedy, is limited to, at Infor’s option, either the repair or replacement of the Product or reimbursement of the purchase price for that Product. If the Product has been discontinued or is no longer available, “replacement of the Product” shall mean a comparable product as determined by Infor. Infor’s obligations FOR BREACH OF this limited warranty do not include any other costs or expenses, such as, without limitation, any costs or expenses of removal or reinstallation whatever the cause or however incurred or imposed (for example and without limitation, labor costs or expenses, administrative costs, or requirements of law or any governmental agency or body) WHICH ARE THE RESPONSIBILITY OF bUYER.

 

In order to take advantage of this limited warranty, the Buyer must return the allegedly defective Product to Infor in accordance with the “Return” policy set forth below within the specified warranty time period.

 

This limited warranty extends only to the Buyer placing the order with Infor.

 

EXCLUSION OF WARRANTIES

 

THE LIMITED WARRANTY SET FORTH IN “LIMITED WARRANTY AND REMEDY” IS IN LIEU OF, AND INFOR, AND OF ITS AFFILIATES AND SUPPLIERS, EXPRESSLY DISCLAIMS AND BUYER EXPRESSLY WAIVES, ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND WHATSOEVER WITH RESPECT TO PRODUCTS OR THE SHOPIFY SITE OR OTHERWISE WHETHER EXPRESS, IMPLIED, STATUTORY, ARISING BY COURSE OF DEALING OR PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR OTHERWISE, including without limitation any warranty of NON-INFRINGEMENT, fitness for a particular purpose or merchantability. NO ORAL OR WRITTEN STATEMENT OR REPRESENTATION BY INFOR OR ITS AGENTS SHALL CONSTITUTE OR CREATE A WARRANTY OR EXPAND THE SCOPE OF ANY WARRANTY HEREUNDER.

 

THE LIMITATIONS SPECIFIED HEREIN AND IN “LIMITATION OF LIABILITY” WILL SURVIVE AND APPLY EVEN IF ANY REMEDY SPECIFIED IN THESE SALES T&C IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

 

LIMITATION OF LIABILITY

 

            TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL INFOR, ITS AFFILIATES, OR ITS SUPPLIERS BE LIABLE TO BUYER FOR ANY (I) DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR EXEMPLARY DAMAGES (EVEN IF INFOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM PERFORMANCE OR FAILURE OF PERFORMANCE OF ANY PRODUCT OR PROVISION OF THESE SALES T&C (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR (II) AMOUNT WHICH EXCEEDS THE PURCHASE PRICE OF THE PRODUCT TO WHICH SUCH LIABILITY RELATES. BUYER ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY IS A MATERIAL FACTOR IN THE DETERMINATION OF PRODUCT PURCHASE PRICE AND THAT ACCEPTANCE OF THIS LIMITATION OF LIABILITY BY IT IS A FAIR ALLOCATION OF RISK.

 

            FOR CLARITY, SHOPIFY IS NOT THE SELLER OR MERCHANT OF RECORD, PROVIDES THE SERVICES ON ITS SITE AS IS, AND DISCLAIMS ANY LIABILITY FOR USE OF ITS SITE, INCLUDING WITH RESPECT TO ANY DATA BREACH, AND HAS NO RESPONSIBILITY OR LIABILITY TO BUYER. ACCORDINGLY, INFOR IS NOT LIABLE FOR BUYER’S USE OF THE SHOPIFY SITE.

 

SUPPORT

 

            Infor offers Product support on a variety of POS equipment including POS printers, terminals, Kiosks, monitors, cash drawers, bump bars, Kitchen Display Systems, battery backup systems, and many other components for your POS system.   Phone support is also available at 888-432-2773 Option 2, 8:00 AM to 5:00 PM (M-F) to speak with an agent.   

 

RETURNS

 

If Buyer wishes to return a Product, Buyer must first contact Infor directly and obtain a Return Merchandise Authorization (“RMA”) number. Buyer may contact Infor Monday through Friday 8:00 a.m. to 5:00 p.m. EST by speaking to an Inside Sales Representative at 888-432-2773 (Option 3) or partsrsd@infor.com and stating the reason for the requested return.

 

If the reason for return is due to an alleged breach of the terms of the Product’s limited warranty, Infor shall send a replacement with a prepaid shipping label included to return the product. If the reason for return is due to other than an alleged breach of the terms of the Product’s limited warranty, Infor will not consider a return, and will not issue an RMA, (i) beyond 90 days from original invoice date, or (ii) for Products that are not in resellable condition (including, for example, and without limitation, because the Products were used in a manner or otherwise subjected to conditions that would otherwise void the limited warranty). In any case, if a Product is returned to Infor without a valid RMA number, delivery shall be refused and Buyer shall be liable for all return shipping costs and charges, including, as applicable, all Taxes.

 

If an RMA number is issued, it is valid for only thirty days. Products not returned to Infor within such timeframe shall not be eligible for any return, regardless of reason, and delivery shall be refused. If an RMA number is issued, Buyer shall be responsible for all shipment costs and charges to Infor, including, as applicable, all Taxes. When returning a Product to Infor, do not write on Product box (including, without limitation, writing the RMA number or Product description) and include all the original packing and contents of box(s); non-compliance will result in a charge to cover any required replacements or prevent full credit of part(s).

 

Whatever the reason an RMA number is issued, Buyer shall bear sole risk for any Product loss or damage while in transit.

 

            Under no circumstance will Infor accept delivery of a Product without a valid RMA number.

 

RETURNS DUE TO ALLEGED PRODUCT DEFECT

 

If, upon inspection, Infor determines that a Product has breached the terms of its limited warranty, Infor shall credit Buyer for Buyer’s shipment costs and charges and all Taxes in returning the Product to Infor, but only up to the amount of standard UPS non-expedited surface charges from Buyer’s destination to Nashua, New Hampshire. If Infor determines it shall repair or replace a Product that has breached the terms of its limited warranty, shipping terms and procedures for such repaired or replaced Product shall be as above stated in “Shipment/Delivery”, except that Infor, so long as it determines routing and mode of transportation, shall be responsible for all shipping costs and charges and all Taxes.

 

If, upon inspection, Infor determines a Product has not breached the terms of its limited warranty Infor will credit the original invoice amount less a 15% restocking fee and/or all shipping and handling fees.  If the Product is delivered to Infor with missing or damaged parts or components, or is otherwise not resellable, Infor may, at its sole discretion, determine not to issue any credit or shipping and handling fees.

 

RETURNS NOT DUE TO ALLEGED PRODUCT DEFECT

 

If Infor agrees to issue an RMA for a Buyer request for a return of a Product other than for an alleged breach of the terms of the Product’s limited warranty, and then, upon inspection, Infor determines in its sole discretion that a returned Product is in resellable condition, Infor shall credit the original invoice less any shipping and handling fees including a 15% restocking fee.  If the Product is delivered to Infor with missing or damaged parts or components, or is otherwise not resellable, Infor may, at its sole discretion, determine not to issue any credit or shipping and handling fees.

 

INDEMNIFICATION

 

Buyer will at all times defend, indemnify and hold harmless Infor and its officers, directors, shareholders, employees, accountants, attorneys, agents, affiliates, successors and assigns from and against any and all damages, injuries (including death), liabilities, costs and expenses, including reasonable legal fees and expenses arising out of or related to third party claims, actions or demands arising out of or related to any (i) breach of any provision in these Sales T&C by Buyer or (ii) improper or negligent installation or use with, or unauthorized repair, or integration into another product. Buyer shall not settle, compromise or consent to the entry of any judgment with respect to any pending or threatened claim without Infor’s consent unless the settlement, compromise or consent provides for and includes an express, unconditional release of all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, against Infor.

 

PROHIIBITED USES

In addition to other prohibitions as set forth in these Sales T&C, Buyer is prohibited from using the Site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate Infor’s intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Site or of any other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Site or any other websites, or the Internet. Infor reserves the right to terminate Buyer’s use of the Site for violating any of the prohibited uses.

 

GOVERNING LAW

 

            These Sales T&C shall be governed by and interpreted in accordance with the laws of the State of Delaware, without application of any conflict of laws provisions thereof, and all claims relating to or arising out of these Sales T&C, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the State of Delaware, without application of any conflict of laws provisions thereof.  Buyer hereby consents to the personal jurisdiction of the State of Delaware, acknowledges that venue is proper in any state or Federal court in the State of Delaware, agrees that any action related to these Sales T&C must be brought exclusively in a state or Federal court in the State of Delaware, and waives any objection it has or may have in the future with respect to any of the foregoing. For delivery of Product in Canada, these Sales T&C shall be governed by and interpreted in accordance with the laws of the Province of Ontario, and references in this section to the State of Delaware shall be instead references to the Province of Ontario.

 

MISCELLANEOUS

 

Nothing herein shall be construed to create a partnership, joint venture or agency relationship between Infor and Buyer. If any of the provisions of these Sales T&C are deemed by a court of competent jurisdiction to be invalid or unenforceable in any respect, then, to the fullest extent permitted by applicable law, (a) all other provisions hereof such remain in full force and effect and (b) Infor and Buyer agree to use their best efforts to negotiate a provision, in replacement of the provision held invalid or unenforceable, that is consistent with applicable law and accomplishes, as nearly as possible, the original intention of the Sales T&C. The waiver by Infor or Buyer of a breach or a default of any provision of these Sales T&C by the other party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party. Waivers must be acknowledged in a manually signed writing. The parties acknowledge and consent that these Sales T&C are drawn up  in the English language. Les parties reconnaissent et conviennent que les présentes conditions générales de vente sont rédigées en langue anglaise.