Electronic Commerce Terms and Conditions
1. By placing purchase orders using this web site and IM’s electronic commerce offerings (the "Program") you, the Customer, accept to be bound by these terms and conditions ("Terms"). Upon acceptance of the Terms, IM will entitle the Customer to submit electronic orders. The Program allows the Customer and its authorized users ("Authorized Users") to see IM's prices, product inventories, and submit purchase orders electronically.
2. Customer agrees that the person using the Program address/password is an Authorized User and has the capacity and authority to place orders for IM products and services on behalf of Customer. Program password security is the responsibility of Customer who is to ensure that each Authorized User utilizes his/her own password, which will be issued by IM following request from the Customer's contact person.
3. In placing an order Customer may utilize one or a combination of account name, account number and other forms of identification including password or other code issued to Customer (together and individually "Customer’s Identification" or "Customer Identification").
4. It is the Customer’s responsibility to keep the Customer’s Identification confidential. Customer has the sole responsibility for its Customer Identification. Customer shall immediately inform IM in case of loss of password or in case of any abuse or attempted abuse of Customer password or other Customer Identification.
5. Customer agrees that it is entirely responsible for use of Customer’s Identification and that it is the Customer’s responsibility to have in place security measures and procedures to ensure use of its Customer Identification only by authorized personnel for authorized purposes. The Customer will be fully liable for any use of the Customer Identification by any former, present or future agent, representative, employee or any other person who has been given a Customer Identification. The Customer will be liable for any changes regarding the Authorized Users representing the Customer.
6. Accordingly Customer agrees that IM is entitled to rely absolutely on any orders placed on it which have utilized Customer’s Identification and to deliver as directed by such orders and invoice and be paid in respect of such orders.
7. Customer agrees that any purchase order placed via the Program or other electronic means mentioning or utilizing Customer’s Identification is a valid and binding purchase order and, for the avoidance of doubt, the equivalent of a signed purchase order.
8. Customer acknowledges that IM cannot guarantee the security of the Internet and the possibility of interception or corruption of data transmitted from Customer to Ingram using correct Customer Identification exists and that Ingram is nonetheless entitled to rely on data transmitted in the form it is received at Ingram.
9. Customer shall have the right to change, add or delete Authorized Users upon written notification, with verification of receipt, to IM. IM agrees to implement such changes, additions or deletions within twenty-four (24) hours of receipt of such written notification.
10. IM may at any time modify the present Terms. Upon notification of such modifications the Customer may terminate its access to the program by giving two (2) weeks notice. If no such notice is received by IM the Customer is considered to have accepted the modifications.
11. IM and the Customer may terminate the agreement at any time and for any reason whatsoever upon 15 days written notice. IM shall have the right to terminate the agreement and deny access with immediate effect should the Customer fail to comply with the provisions of these Terms. IM may also terminate the Customer's access to the Program and disable the Customer Identification if the Customer has not placed an order using its Customer Identification during a period of 30 days.
12. IM reserves the right to accept or decline any purchase order submitted via the Program.
13. In case the Customer wants to keep a record of any purchase order placed via the Program, the order confirmation screen must be printed by the Customer as otherwise an IM invoice may be the only documentation provided by IM for purchase and payment of IM’s products and services ordered via the Program.
14. IM’s Terms and Conditions of Sale set forth shall apply to all orders placed via the Program, unless IM and Customer have entered into any other agreement regarding the purchase or license of the IM products being purchased ("Purchase Agreement"), in which case the terms and conditions of such Purchase Agreement shall govern the purchase and license of IM products ordered via the Program.
15. The parties agree that IM shall not be liable for any incidental, consequential or special damages arising from, or as a result of, the electronic transmission of orders or other information even if IM has been advised of the possibility of such damages.
16. Customer hereby waives any future challenge to the validity and enforceability of any order submitted via the Program on the grounds that it was electronically transmitted and authorized.
17. Customer is responsible for all costs and charges, including without limitation, phone charges and telecommunications equipment, incurred in order to use the Program.
18. The validity, interpretation, and performance of these Terms shall be controlled by and construed under the laws of the country where IM accepts the order, and Customer accept the exclusive jurisdiction of the courts of that country, provided that IM shall at all times have the right to commence proceedings against Customer in any other court of appropriate jurisdiction for collection of its outstanding invoices to the Customer.