MEL-USA INC.

ACCEPTANCE

These Terms & Conditions (these “Terms”) are an agreement between MEL-USA INC. (“MEL,” “us,” “we,” or “our”) and you, our customer, reseller, partner, and/or buyer (referred to hereinafter as “Customer”, “you”, “they”, “your”), which governs all products, product orders and transactions between you and MEL-USA INC. By choosing to do business with MEL-USA INC., you are consenting and agreeing to these Terms.

CUSTOMER SPECIFIC TERMS AND AGREEMENTS

MEL-USA INC offers customer specific terms and conditions. Please contact us for additional details. You will be required to execute our customer specific terms and conditions., which will contain additional or other specific terms and conditions. In the event of a conflict between these Terms and the terms of customer specific terms, the terms of the customer specific agreement will govern any matter relative to the ship relationship.

ORDERS

Account Setup. You must complete a “New Account Application” form online via our website at www.melusa.com prior to being able to place an order. You will receive your new account information via email within 1-2 business days.
Placing orders Placement of an order with MEL-USA INC constitutes acceptance of these Terms. All orders are placed online at www.melusa.com.

PRICING

Products are invoiced at the current price effective at the time of order. Quotation prices are firm for thirty (30) days from the date of the quotation, unless specifically stated to the contrary as part of a particular price quote. After the expiration of this thirty (30) day period prices will be subject to change without notice. Any variations in quantity specified and/or rate of delivery may necessitate a revision in price. All products will be billed at the price in effect at the time of order.

PAYMENT AND LATE PAYMENT

Customer agrees to pay MEL-USA INC in accordance with the payment terms appearing on the invoice. The payment term is full payment up front unless otherwise noted on your account or in your custom term’s agreement.
MEL-USA INC pricing does not include any federal, state or local property, sales, use, excise or similar tax. Consequently, in addition to the prices specified, the amount of any present or future sales, use, excise, GST or similar tax imposed due to the sale or products or services shall be paid by Customer unless Customer furnished an acceptable tax exemption certificate in advance to MEL-USA INC.
All returned checks will be assessed a $40.00 NSF fee. In the event it becomes necessary to place Customer’s account with a collection agency or attorney, Customer agrees to pay all cost and reasonable attorney’s fees.
Past due invoices may result in your account (and outstanding orders) being placed on “Hold” and/or loss of term privileges. If you have any questions concerning invoices, payments and billing please contact us at Customerservice@melusa.com

CANCELLATION

Returns Procedure. Log into our website at www.melusa.com to initiate a cancellation.

CUSTOMER REPRESENTATIONS

Customer represents and warrants that it will: (a) conduct business in an ethical manner that reflects favorably on the goodwill and reputation of MEL-USA INC; (b) not take part in any advertising, marketing, sales, or other business practices that could reasonably be perceived as deceptive, misleading, or otherwise improper; (c) not make any false or misleading statement concerning MEL-USA INC or any products or services of MEL-USA INC; (d) not make any representation, warranty, or guarantee that are inconsistent with or absent from MEL-USA INC’s specifications or product descriptions; (e) remain solely responsible for the accuracy of its marketing materials; (f) will comply with all applicable laws and regulations, including without limitation the Unfair, Deceptive or Abusive Acts or Practices Act (UDAAP), the Telephone Consumer Protection Act of 1991 (TCPA), Junk Fax Prevention Act of 2005, the CAN-SPAM Act of 2003, and any similar or related state laws or regulations, in each case as amended from time to time. Customer agrees to indemnify and hold harmless MEL-USA INC from all damages, losses and costs arising out of Customers breach of the foregoing representations and warranties.

LIMITED LIABILITY

UNDER NO CIRCUMSTANCES SHALL MEL-USA INC, ITS AFFILIATES, OR OUR AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, OR AGENTS BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH ANY ORDER, PRODUCTS, OR SERVICES PROVIDED BY MEL-USA INC. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME OR PROFITS), WHETHER IN CONTRACT OR TORT, EVEN IF WE HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. EACH PROVISION OF THESE TERMS OF USE THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THE AGREEMENT BETWEEN MEL-USA INC AND CUSTOMER. NOTWITHSTANDING THE FOREGOING, MEL-USA INC’S LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER IN CONNECTION WITH THE PRODUCT(S) GIVING RISE TO THE APPLICABLE CLAIM. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE(S). APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU, AND YOU MAY HAVE RIGHTS ADDITIONAL TO THOSE CONTAINED HEREIN.

FORCE MAJEURE

In the event either party is prevented from performing this contract by circumstances beyond its control, and without its fault, including without limitation, strikes, lockouts, fire, explosion, flood, disruption of supply, acts of God, war or other hostilities, acts of terrorism, banking or other systemic economic failure, riot or other civil commotion, embargoes or other governmental acts, orders or regulations, breakdown of machinery, and inability to obtain shipping facilities or supplies, the obligation of MEL-USA INC to deliver and the obligation of Customer to accept delivery of products or services hereunder during the period of such disability shall be suspended and the obligations so affected shall be cancelled without liability to either party or reasonable extensions of the time for performance will be granted. The foregoing does not relieve Customer of its obligation to pay for any products that are delivered or any custom applications that have been developed.

WAIVERS AND ERRORS

Any order that contains terms and conditions in addition to or inconsistent with these Terms will not be binding upon MEL-USA INC unless acceptance of each non-conforming term or condition is clearly and expressly made in writing by MEL-USA INC. Moreover, failure of MEL-USA INC to object to provisions contained in any purchase order or other communication from Customer shall not be construed as a waiver of these Terms, nor as acceptance of any such provisions. Acknowledgments of Customer’s order forms, facsimile orders or “releases” shall not be construed to be a waiver, amendment, or modification of these Terms. MEL-USA INC is not responsible for typographical or written errors made in any quotations, orders, or publications and all such errors are subject to correction.

GOVERNING LAW

Customer agrees that this is a Georgia U.S.A contract construed according to Georgia state law and that any litigation between the parties involving this agreement, and matters governed hereunder, will take place exclusively within Georgia under Georgia State law with Customer agreeing to such jurisdiction, unless another venue is otherwise chosen by MEL-USA INC.