Terms and Conditions of Sale

These Terms and Conditions of Sale (“Terms of Sale”) apply to sales of products by ACOVARI LLC (“ACOVARI,” “Seller,” “we,” “us,” or “our”) unless ACOVARI expressly agrees to different terms in writing. Transaction-specific terms stated in an ACOVARI quotation, order acknowledgment, invoice, or other written agreement will control over these Terms of Sale to the extent of any conflict.

1. Quotations

Quotations are valid for the period stated on the quotation. If no validity period is stated, pricing and availability remain subject to confirmation by ACOVARI before order acceptance.

Unless expressly stated otherwise, a quotation is an invitation to place an order and does not by itself constitute acceptance of an order or an obligation to supply the quoted products.

Prices, availability, lead times, freight, tariffs, duties, taxes, minimum order quantities, manufacturer requirements, and other conditions may change after a quotation expires.

2. Orders and acceptance

A purchase order or other order submitted by a buyer (“Buyer”) is subject to acceptance by ACOVARI. Receipt of a purchase order, payment, or other communication does not require ACOVARI to accept an order where the requested product is unavailable, restricted, incorrectly quoted, affected by a material error, or cannot reasonably be supplied under the quoted conditions.

ACOVARI may confirm acceptance through an order acknowledgment, confirmation of procurement, shipment, or other written confirmation. If ACOVARI cannot accept an order after receiving payment, ACOVARI will return the applicable payment.

3. Payment

Unless ACOVARI expressly agrees otherwise in writing, all orders require payment in full before ACOVARI procures, processes, or releases the products for shipment.

ACOVARI does not extend credit merely because Buyer submits a purchase order containing payment terms. Credit terms, if offered in the future or for a particular transaction, are valid only when expressly approved by ACOVARI in writing.

Buyer is responsible for providing accurate billing, purchasing, and payment information and for any bank, wire, or other charges expressly identified as Buyer's responsibility before payment.

4. Prices and errors

Prices are those stated in the applicable valid quotation or other written agreement. ACOVARI may correct typographical, clerical, calculation, product-identification, or other material errors before accepting or procuring an order.

If a material error is discovered after payment but before procurement or shipment, ACOVARI may notify Buyer and offer the corrected terms or cancel the affected portion of the order and refund the applicable amount.

5. Taxes, duties, and other governmental charges

Unless expressly included in the quotation, prices do not include sales, use, excise, or similar taxes, customs duties, tariffs, or other governmental charges that may apply to a transaction.

Buyer is responsible for applicable taxes and charges except to the extent ACOVARI is legally responsible for them. A Buyer claiming an exemption must provide valid and timely exemption documentation acceptable under applicable law.

6. Product sourcing and supply channels

ACOVARI is an industrial sourcing and distribution company and, unless expressly stated otherwise, does not manufacture the products it supplies.

ACOVARI may source products through manufacturers, authorized distributors, independent distributors, wholesalers, and other commercial supply channels appropriate to the transaction.

If Buyer requires an authorized distribution channel, manufacturer traceability, certificates of conformance, country-of-origin documentation, lot or batch documentation, specific packaging, regulatory documentation, or other sourcing restrictions, Buyer must identify those requirements before quotation or obtain ACOVARI's express written acceptance of them before ordering.

7. Product specifications and substitutions

Buyer is responsible for identifying the product, manufacturer, part number, specifications, quantities, certifications, and application requirements necessary for its order.

ACOVARI may assist Buyer in identifying alternatives, equivalents, replacements, or substitute products. Unless Buyer has authorized a substitution or the applicable quotation expressly identifies the proposed alternative, ACOVARI will not treat an alternative product as Buyer-approved solely because ACOVARI identified or suggested it.

Buyer is responsible for final technical approval of alternatives and for determining suitability for Buyer's intended application.

8. Lead times and delivery

Lead times and delivery dates stated in quotations or communications are estimates unless ACOVARI expressly agrees in writing that a specific date is guaranteed.

Estimated lead times may depend on manufacturer or supplier availability, production schedules, transportation, customs, documentation, and other circumstances outside ACOVARI's direct control.

ACOVARI will handle shipment delays, cancellation rights, notices, and refunds in accordance with applicable law. Nothing in these Terms of Sale limits any right to cancel or receive a refund that cannot lawfully be limited.

9. Shipping, title, and risk of loss

Shipping method, freight charges, delivery location, and any applicable shipping term will be as stated in the quotation, order acknowledgment, or other transaction-specific documentation.

Title and risk of loss will transfer as provided by the applicable transaction documents and governing law. These Terms do not override a specific shipping or delivery term expressly stated by ACOVARI for the transaction.

10. Cancellations

Buyer should submit cancellation requests to ACOVARI as soon as possible. A cancellation is not effective until confirmed by ACOVARI, except where applicable law gives Buyer a cancellation right that does not require such confirmation.

Because ACOVARI frequently procures products specifically in response to a Buyer's order, cancellation may become subject to manufacturer, supplier, distributor, or other third-party cancellation restrictions or charges once ACOVARI has committed to procurement.

To the extent permitted by applicable law, Buyer is responsible for documented third-party cancellation charges and reasonable nonrecoverable costs incurred by ACOVARI as a direct result of an approved cancellation, when those conditions were applicable to the transaction.

Products identified before sale as custom, made-to-order, specially procured, non-cancellable, or otherwise subject to supplier restrictions may be non-cancellable after the applicable commitment point, subject always to rights that cannot lawfully be waived.

11. Returns and restocking

Products may not be returned without prior authorization from ACOVARI, except where applicable law provides otherwise.

Return eligibility, return periods, product condition requirements, packaging requirements, and restocking charges may depend on the manufacturer, supplier, distributor, product, and circumstances of the transaction.

When an upstream supplier or manufacturer imposes a restocking fee, return freight charge, or other return-related charge, ACOVARI may pass that charge through to Buyer to the extent permitted by applicable law. ACOVARI will communicate applicable known return conditions when evaluating a return request.

Custom, made-to-order, configured, altered, specially procured, discontinued, hazardous, time-sensitive, or other products designated as non-returnable by the applicable supplier may be non-returnable, subject to applicable law.

Nothing in this section limits Buyer's rights concerning products that are incorrect, defective, damaged, or otherwise subject to a remedy that cannot lawfully be excluded.

12. Inspection, shortages, and shipping damage

Buyer should inspect shipments promptly after delivery and notify ACOVARI promptly of visible shipping damage, shortages, incorrect products, or other apparent discrepancies so that ACOVARI can investigate and, when applicable, preserve claims against carriers or suppliers.

Failure to provide prompt notice may affect ACOVARI's ability to pursue a carrier or supplier claim, but nothing in this section eliminates a right or remedy that cannot lawfully be waived.

13. Warranties

Products supplied by ACOVARI may carry warranties provided by their respective manufacturers or suppliers. When applicable, ACOVARI may reasonably assist Buyer in submitting a warranty claim to the manufacturer or supplier.

Unless ACOVARI expressly provides a separate written warranty, ACOVARI does not create or extend a manufacturer's warranty merely by sourcing or reselling the product.

Any disclaimer or limitation of warranties is effective only to the extent permitted by applicable law. Nothing in these Terms of Sale excludes or limits warranties, rights, or remedies that applicable law does not permit the parties to exclude or limit.

14. Manufacturer information and third-party documentation

Manufacturer specifications, drawings, certifications, datasheets, warranty statements, country-of-origin information, and other third-party documentation may be provided for convenience or as part of a transaction. ACOVARI may rely on information supplied by the manufacturer, distributor, or other source and does not independently manufacture or test products merely by reselling them.

15. Limitation of liability

To the fullest extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages arising from a sale, including lost profits or lost business opportunity, except to the extent such limitation is prohibited by applicable law or expressly superseded by a written agreement signed by the parties.

Nothing in these Terms of Sale limits liability that cannot lawfully be excluded or limited.

16. Force majeure

ACOVARI will not be responsible for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, severe weather, fire, war, terrorism, civil disturbance, labor disruption, transportation interruption, carrier delay, supplier or manufacturer disruption, shortage of materials, utility or communications failure, cyber incident, epidemic or pandemic, governmental action, embargo, sanctions, customs delay, or import or export restriction.

This section does not eliminate any refund, cancellation, or other right that applicable law requires under the circumstances.

17. Export controls and sanctions

Products, software, technical information, or transactions may be subject to United States export controls, sanctions, import restrictions, or other trade laws.

Buyer agrees not to request, purchase, export, re-export, transfer, or use products supplied by ACOVARI in violation of applicable trade laws. ACOVARI may refuse, suspend, or cancel a transaction when reasonably necessary to comply with applicable law, sanctions, export controls, or governmental restrictions.

18. Purchase order terms

Terms printed or incorporated into Buyer's purchase order or other Buyer document do not modify these Terms of Sale merely because ACOVARI receives, acknowledges, or processes that document.

Additional or conflicting terms proposed by Buyer apply only if expressly accepted by ACOVARI in writing. Transaction-specific terms expressly stated by ACOVARI in its quotation, order acknowledgment, or other written agreement remain applicable.

19. Governing law

These Terms of Sale and transactions governed by them are governed by the laws of the State of New Mexico, without regard to conflict-of-law principles, except to the extent applicable federal law or another law that cannot validly be excluded or modified applies.

20. Severability and waiver

If a provision of these Terms of Sale is held invalid or unenforceable, the remaining provisions will remain effective to the extent permitted by law.

A party's failure to enforce a provision in a particular instance does not by itself waive that provision or the right to enforce it later.

21. Entire transaction and order of precedence

The applicable ACOVARI quotation, any written order acknowledgment, these Terms of Sale, and any other written agreement expressly accepted by ACOVARI constitute the terms applicable to the transaction.

If those documents conflict, transaction-specific terms expressly stated in ACOVARI's quotation or written order acknowledgment control over these general Terms of Sale unless the parties expressly agree otherwise in writing.

22. Contact

Questions concerning an order, return, cancellation, or these Terms of Sale may be directed to:

ACOVARI LLC
Legal / mailing address:
1209 Mountain Road PL NE, STE N
Albuquerque, NM 87110
United States
Email: sales@acovariusa.com
Phone: +1 915-334-9577