These terms and conditions ("Terms and Conditions") constitute a material part of the agreement between Monoprice, Inc., a California corporation ("Monoprice"), and the above-signed company ("Buyer" or "you"). You are also a "Reseller" if you purchase our products with the intention to resell our products to your customers or to use or install our products in the course of your providing services to your customers. Additional terms and conditions for Resellers follow.
Monoprice objects to, and does not agree to be bound by, any changes to these Terms and Conditions or to the Reseller Terms. These Terms and Conditions and the Reseller Terms supersede any inconsistent terms and conditions in any documentation submitted by Buyer to Monoprice, including purchase orders.
We may update these Terms and Conditions or the Reseller Terms from time to time. If we do, we will update you via email at the email address provided in your credit application. If you do not agree to these updates, you shall not submit any more orders. Submission of an order after an update signifies your acceptance of any changes.
By submitting a credit application or purchase order, you hereby agree to the following:
Click here to download our credit application
- Promise to Pay. You may submit purchase orders to Monoprice subject to credit approval. If you sign the credit application and submit a purchase order, you shall pay for all your purchases and all associated fees, even if Monoprice does not approve you for credit terms. You shall not reduce or delay payment for offsets, unapproved returns, your customer's failure to pay you, or chargebacks of any kind unless Monoprice specifically agrees in writing.
- Credit Approval and Accuracy of Information. Monoprice may approve limited net payment terms for you ("Approved Credit Terms"). Governments, public schools, colleges, and universities do not require credit references and will be granted Approved Credit Terms upon Monoprice's verification that the applicant is a government or public school, college or university. All purchase orders are subject to current credit approval. From time to time, Monoprice may review your creditworthiness. If we request it, you shall provide us with updated credit information. You represent to Monoprice now and each time you submit a purchase order that all information you have provided is true and correct and that you have not omitted any information necessary to make that information not misleading. Monoprice may refuse to accept any purchase order or refuse to ship product to you if you do not meet Monoprice’s current credit requirements or if you have any past-due invoices. Monoprice may place purchase orders on hold until you pay all outstanding past-due invoices.
- Minimum Purchase Orders and Credit Card Orders. The minimum purchase order is $5, excluding shipping, handling, and taxes. Purchase orders below $5 must be placed online at http://www.monoprice.com with a credit card. ALL CREDIT CARD ORDERS MUST BE PLACED ONLINE. Monoprice does not accept credit card orders over the phone.
- Purchase Orders. All purchase orders must contain the following information. We may delay fulfilling purchase orders missing any of this information. If you do not specify shipping method, Monoprice will use the least costly route for delivery. Monoprice will not process purchase orders missing product ID numbers.
- Your letterhead;
- Purchase order number;
- Purchase order issue date;
- Your billing address;
- Shipping address (for Buyers, this must be your place of business and not a residential address; for Resellers, this must be your place of business, except for drop-shipped orders, which may be directed to your customers' addresses);
- Shipping method (see section 10);
- Shipping charge (see section 7(c);
- Approved Credit Terms, confirmed by Monoprice;
- List of product ID number(s), product descriptions, and quantities;
- Accurate unit price of each item and Monoprice quote number, if applicable (see section 7(b));
- Total price; and
- Your Monoprice account number.
- Blanket Purchase Orders. Blanket purchase orders with multiple post-dates must be approved by a key account supervisor before we accept and fulfill them.
- Backordered Items.
- Greater than 15 days. Any backordered items with no estimated time of arrival ("ETA") or with an ETA greater than 15 days will be removed from the purchase order, and Buyer will be notified immediately. Upon Buyer's approval, the remaining available items will be shipped out in accordance with the purchase order.
- 15 Days or Less. Any items with an ETA of 15 days or less will be eligible for back-order. The remaining items can ship immediately and backordered items shipped separately upon availability only if the purchase order is revised to reflect changes to the shipping and handling charges. The purchase order revision must be confirmed by Monoprice in writing. Hand-written corrections to the purchase order with customer's initials are acceptable.
- Changes and Cancellations. You may only change or cancel an purchase order within an hour of placing it.
- Payment. Monoprice will invoice you for charges in your purchase order upon fulfillment for Approved Net Terms and may issue statements monthly. Late payments may be subject to a fee of 1.5% per month. We may impose a $25 fee for any check or other instrument you send to us, or any electronic payment authorization you provide us, that is not honored upon first presentment, even if the check, instrument, or electronic authorization is later honored.
- Duties and Taxes.
- Deliveries Outside the US. You are solely responsible for import duties, taxes, and brokerage fees ("Duties"). Duties are not included in the product price or shipping and handling costs, and these will be collected upon delivery from the carriers as applicable. Monoprice only charges the shipping fee for packages. You should check with your country's customs office to determine what these additional costs will be. Additionally, you may click here to review additional information for shipments shipping to Canada which can apply to other countries as well.
- Deliveries to California Addresses. Monoprice collects and remits California sales tax on products as well as shipping and handling charges for purchase orders shipping to addresses in the state of California. Monoprice may collect and remit sales or other tax for other states or governmental entities in the future.
- Unit Prices. The unit price for each item in your purchase orders must match the prices listed on our website or the prices you were quoted according to your discount level. Otherwise, you will need to submit a revised purchase order before we can process it. We will accept hand-written corrections to the purchase order with your initials.
- Discount Pricing. If a Monoprice representative quoted you discounted pricing, your purchase order must indicate our quote number so that we may validate any discounts. If a quote number is not included on the purchase order, a member of our key accounts department will contact you to revise the purchase order. This may delay the processing of your Purchase Order.
- Shipping and Handling.
- Selection and Charges. You must indicate how you want items in your purchase order shipped. Free shipping is not offered. If the shipping and handling charge is missing or indicated incorrectly on your purchase order, we will apply the least costly method or correct the charges, as applicable, and will process the purchase order without notifying you. You may omit shipping method from your purchase order in the following instances:
1) "Freight Prepaid and Added" is noted on the purchase order, provided Monoprice has approved, in which case Monoprice will pay shipping and add the cost to the invoice;
2) A valid UPS account number is noted on the purchase order; or
3) A third party courier noted on the purchase order (NOTE: FedEx is not currently an acceptable courier.)
- Trucking and Lift-Gate Service. If you select trucking as your shipping method on a purchase order, you must indicate lift-gate service is required if your shipping destination does not have a receiving dock or forklift. You will be charged an additional fee of $125 for lift-gate service. Buyer is responsible for any additional fees for re-delivery if Buyer fails to indicate lift-gate service is needed.
- Delivery. Title to and risk of loss for all purchases vest in Buyer upon shipment. Monoprice will not ship items ordered via purchase order to a residential address, except for Drop Shipped Orders for approved Resellers. All regular orders are processed the following business day. Only expedited orders that are submitted by 10:00 AM PT will ship the same day.
Monoprice offers the following shipping methods:
Estimated Shipping Time (may vary from estimates)
|UPS Worldwide Expedited
||3-5 business days plus 1 day processing time. Additional delays may occur if holds are imposed by customs.
|UPS Worldwide Express Saver
||1-3 business days plus 1 day processing time. Additional delays may occur if holds are imposed by customs.>
|UPS 3 Day Select
||3 business days plus 1 day processing time. (Monday-Friday)
|UPS 2nd Day Air
||2 business days plus 1 day processing time. (Monday-Friday)
|UPS Next Day Air
||1 business day plus 1 day processing time. Monday-Friday Only.
|1 business day plus 1 day processing time.
|Small Package delivered by USPS
||3-4 business days plus 1 day processing time
||2-3 business days plus 1 day processing time
|Small Package delivered by Canada Post
||7-14 business days plus 1 day processing time. Deliveries to Canada may take longer due to holds imposed by customs.
|USPS Priority International
||6-10 business days plus 1 day processing time. Additional delays may occur if holds are imposed by customs.
||3-5 business days depending on location plus 1 day processing time. For example, it takes 1-2 business days for CA and 4-5 business days for NY (Monday-Friday).
||2-4 weeks plus 1 day processing time.
||3-5 business days depending on location plus 1 day processing time. For example, it takes 1-2 business days for CA and 4-5 business days for NY (Monday-Friday). Cost varies. Lift-gate service charges may apply-see Section 7(c)(ii).
- Returns and Refunds. Monoprice will authorize a return only if Buyer requests it within 30 days after delivery date. Shipping charges are not refundable. After 30 days from delivery date and within the product's applicable warranty period, Monoprice will provide replacement products. Monoprice will not provide any exchanges. All returns under this section 9 are subject to Monoprice's return policy, found here.
- Term and Termination.
- Term. This agreement begins on the date you submit your credit application or first purchase order, whichever is sooner, and continues until terminated under this section 10.
- Termination or Suspension for Cause. If a party materially breaches any provision of this agreement and fails to remedy the breach within 30 days of receipt of written notice from the nonbreaching party, the nonbreaching party may terminate this agreement. Monoprice may suspend your rights until you remedy a breach. Neither termination nor suspension under this section 10(b) limits either party from pursuing any other available remedies, including injunctive relief.
- Termination for Insolvency or Bankruptcy. Either party may terminate this agreement upon written notice to the other party if (a) the other party files a petition for bankruptcy or is adjudicated a bankrupt; (b) a petition in bankruptcy is filed against the other party and that petition is not dismissed within 90 calendar days; (c) the other party becomes or is declared insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy or other similar law; (d) the other party ceases to do business in the normal course; or (e) a receiver is appointed for the other party.
- Termination for Convenience. Either party may terminate this agreement for any reason by giving 30 days' prior written notice to the other party.
- Survival. Provisions of this agreement which by their nature should survive termination will survive termination.
- Warranties and Limitation of Liability. Monoprice warranties sometimes vary by product, and all product-specific warranties are found on product ID pages and within Monoprice's website. Subject to this limitation, in general, Monoprice warrants (a) cables for life, and (b) all other products will be free from defects in workmanship and material for one year following delivery date, with certain exceptions. You must review product ID pages carefully for warranty information. After 30 days of delivery and during the warranty period, Monoprice will, without cost to Buyer, at Monoprice's option, either (i) repair defective products; (ii) furnish replacement products; or (iii) grant Buyer credit equal to the defective products' net purchase price. Defective conditions in the products caused by third parties, acts of God, defective installation, other trades, abnormal use or stress or other matters unrelated to Monoprice's activities are specifically excluded from the coverage of this warranty. You also hereby agree to be bound by Monoprice's return and replacement policies found on http://www.monoprice.com. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE GIVEN AND ACCEPTED IN LIEU OF ANY AND ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER REMEDIES. THESE ARE THE ONLY REMEDIES OF BUYER FOR ANY BREACH OF WARRANTY OR ANY OTHER CLAIM. MONOPRICE'S TOTAL LIABILITY ARISING OUT OF THE PRODUCTS, OR THE USE OF THE PRODUCTS, WHETHER ON WARRANTIES OR CLAIM OF NEGLIGENCE, OR OTHERWISE, SHALL NOT IN ANY CASE EXCEED THE COST PAID BY BUYER TO MONOPRICE WITHIN THE SIX MONTHS PRECEDING AN EVENT GIVING RISE TO LIABILITY, AND MONOPRICE SHALL NOT BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES.
- Indemnification. Buyer agrees to indemnify and hold Monoprice harmless from all claims, demands, and costs, including reasonable attorney fees, made by third parties against Monoprice relating to Buyer’s use of products purchased from Monoprice, and to pay any costs and expenses Monoprice incurs to enforce Buyer’s obligations, including the costs of collection for any unpaid amounts Buyer owes to Monoprice.
- Confidentiality. Each party (the "Receiving Party") shall keep confidential this agreement and the other party's Confidential Information (the "Disclosing Party"). "Confidential Information" means pricing, customer information, and non-public information disclosed or acquired by the Receiving Party under this agreement and designated as proprietary or confidential or by the circumstances surrounding disclosure, ought in good faith to be treated as proprietary or confidential. Confidential Information does not include information (i) available or that becomes available in the public domain through no action or inaction of the Receiving Party; (ii) known to the Receiving Party at the time of disclosure as shown by the Receiving Party’s files and records before disclosure; (iii) lawfully obtained by the Receiving Party from a third party without restriction on use or disclosure or breach of such third party’s fiduciary or other obligations of confidentiality; or (iv) independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession. The Receiving Party agrees to use reasonable efforts to protect Confidential Information of the Disclosing Party, and to take precautions at least as great as those taken to protect its own similar confidential information. The Receiving Party may disclose Confidential Information (a) if required by applicable laws, court order, or regulations, but only to the extent required and provided the Receiving Party notifies the Disclosing Party and the Disclosing Party has an opportunity to challenge or seek a protective order; and (b) to its legal and financial consultants in the ordinary course of its business. If this agreement becomes subject to disclosure requirements, the Receiving Party will notify the Disclosing Party, together the parties will seek confidential treatment of the financial terms and any specially negotiated business and legal terms of this agreement, and the Receiving Party will allow the Disclosing Party to provide proposed redactions and an opportunity to comment on proposed redactions. Upon Disclosing Party's request or termination of the agreement, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information. Each party acknowledges a breach of this section may cause irreparable harm to the other party, and therefore a party may seek injunctive relief to enforce this section, and terminate this agreement upon written notice to the other party.
- Suggestions and Feedback. If Buyer or its affiliates or agents provide feedback to Monoprice regarding its products or this agreement, Monoprice may use it in any manner.
- Waiver. No waiver of any provision of this agreement will constitute a continuing waiver unless expressly provided in writing. A party's failure to enforce a provision of this agreement is not a present or future waiver of that or any other provision.
- Severability. If any provision of this agreement is held to be unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not). If an unenforceable provision is modified or disregarded in accordance with this section 16, the rest of the agreement is to remain in effect as written, and the unenforceable provision is to remain as written in any circumstances other than those in which the provision is held to be unenforceable.
- Force Majeure. Monoprice shall not be responsible for shipment delays and delays in performance in whole or part from any cause beyond Monoprice’s reasonable control. In the case of any delays, the time of completion shall be extended accordingly.
- Assignment. Buyer shall not assign (including by way of merger, consolidation, or sale of all or substantially all of Buyer's stock or assets) this agreement without Monoprice's prior written consent. Subject to the foregoing, this agreement will be binding upon the parties and their respective successors and permitted assigns. Any assignment or assumption without Monoprice's prior written consent will be null and void.
- Notices. Monoprice will send all notices to Buyer to the email address it designates. Buyer will send all notices to Monoprice to email@example.com.
- Publicity. Neither party shall, without the prior written consent of the other party, refer to the agreement, such other party, or their parent or affiliates in any manner in press releases, advertising, or other public or promotional statements.
- Choice of Law; Forum Selection. These Terms and Conditions are governed by the laws of the State of California without reference to its choice of law rules. Buyer irrevocably consents to exclusive personal jurisdiction and venue in the state and federal courts in San Bernadino County, California, regarding any actions, claims or proceedings arising out these Terms and Conditions and any purchase order hereunder.
- Arbitration. As the exclusive means of resolving through adversarial dispute resolution any disputes arising out of these Terms and Conditions or any purchasing subject to them, a party may demand that any such dispute be resolved by arbitration under the American Arbitration Association's commercial arbitration rules, but the American Arbitration Association shall not administer the arbitration unless the parties agree to it. Judgment on the award rendered by arbitration may be entered in any court having jurisdiction.
SPECIAL TERMS AND CONDITIONS FOR RESELLERS
These special terms and conditions for apply to Resellers, in addition to the Terms and Conditions above ("Reseller Terms").
- License of Content. Monoprice hereby grants Reseller a non-exclusive, royalty-free right to publish, use, reproduce, distribute, transmit and display Monoprice's name, trademarks, service marks, logos, product information, and marketing collateral (the "Monoprice Content") during the term of this agreement to market Monoprice products. Reseller shall not make any changes to Monoprice Content without Monoprice's prior approval in writing.
- Drop Ship Purchase Orders.
- Drop Ship Service. For approved Resellers, Monoprice will provide drop ship service, where Monoprice will ship orders to Reseller's customers in generic boxes that do not have Monoprice's name or logo on the outside and have the Reseller's name and address as the return address ("Drop Shipped Orders").
- Credit Card Orders Only Unless Preapproved. In general, Monoprice will only fulfill Drop Shipped Orders if the Reseller provides a credit card for payment. Reseller can place Drop Shipped Orders using Approved Credit Terms only if Monoprice approves the Reseller for doing so in writing in advance.
- Merchant of Record. Reseller is the merchant of record for all sales of Monoprice products to its customers, including all Drop Shipped Orders, and shall comply with all applicable tax law. Subject to section 6(b) of the Terms and Conditions and section 2(b) of these Reseller Terms, Reseller is solely liable for any tax liabilities and for collecting sales tax due from its customers.
- Deliveries to California Addresses. If a Reseller located outside of California places a Drop Shipped Order, Monoprice will collect an additional sales tax equal to a 10% mark-up on the total order amount (including shipping and handling charges), pursuant to CA BOE Publication 121.
- Reseller Pricing. The prices you charge your customers for products you buy from us are under your control. You shall not state that the "manufacturer's suggested retail price" is anything other than what is found in our online product catalog at http://www.monoprice.com/products/index.html. Your failure to comply with this section of these Terms and Conditions will be material breach.
- Reseller Returns. Reseller will process all returns for their customers, including returns on Drop Shipped Orders.
- Reseller Representations. Reseller represents:
- Reseller. Reseller will purchase Monoprice products solely for resale or for installation or use in providing services to its customers.
- Compliance with Laws. Reseller will comply with all applicable laws, including the CAN-SPAM Act of 2003 as amended from time to time, in performing any of its obligations or exercising any of its rights under this agreement.
- Use of Monoprice Content. Reseller will not change Monoprice Content, use it for anything other than selling Monoprice products, and will not misuse Monoprice Content or misrepresent Monoprice in any way. Reseller will not state that the "manufacturer's suggested retail price" is anything other than what is found on http://www.monoprice.com on the applicable product ID page.
- Product Warranties. Reseller will not misrepresent Monoprice warranties to its customers.
- Reseller Indemnifications
- Indemnification Obligations. Reseller shall indemnify Monoprice and its affiliates for all claims, demands, and costs, including reasonable attorney fees, made by third parties against Monoprice arising from (i) Reseller's actual or alleged breach of this agreement; (ii) Reseller's actual or alleged violation of applicable law; (iii) Reseller's infringement of any intellectual property right; (iv) Reseller's sale of Monoprice products; or (v) any income, sales, use, or other tax, surcharge, fee assessment, or charge of any kind, together with interest and penalties, that a federal, state, local, or foreign government imposes in relation to Reseller's activities under this agreement. Reseller shall pay any costs and expenses Monoprice incurs to enforce Reseller's obligations, including collection costs for any unpaid amounts Reseller owes to Monoprice.
- Procedure. Upon receipt of notice of an indemnification obligation, Reseller will immediately take necessary and appropriate action to protect Monoprice's interests. Monoprice will notify Reseller of any indemnification obligation of which it has knowledge as soon as is reasonably practicable. Reseller will use counsel reasonably satisfactory to Monoprice to defend each claim.
- Settlement. Reseller, in the defense of any claim under this section 6, shall not consent to the entry of a judgment or enter into any settlement without Monoprice's prior written consent.