Terms of Sale

IMPORTANT: PLEASE READ THESE TERMS AND CONDITIONS OF SALE CAREFULLY.

THE TERMS AND CONDITIONS OF SALE (“Terms”) ARE LIMITED TO THOSE CONTAINED HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS IN ANY FORMS DELIVERED BY CUSTOMER ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN.

BY ACCEPTING DELIVERY OF THE PRODUCTS AND SERVICES DESCRIBED IN YNZAL’S INVOICE OR OTHER YNZAL DOCUMENTATION, CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS OF SALE UNLESS CUSTOMER AND YNZAL HAVE SIGNED A SEPARATE AGREEMENT, IN WHICH CASE THE SEPARATE AGREEMENT WILL GOVERN.

“We”, “Our” or “Us” refers to YNZAL.

Application of Terms; Customer Acknowledgment.

These Terms constitute a binding contract between Customer and YNZAL. Customer acknowledges agreement and acceptance of these Terms by making a purchase, placing an order or otherwise shopping on our Website (the “Site”). These Terms are subject to change without prior notice, except that the Terms posted on the Site at the time Customer initially places or modifies an order will govern the order in question.

Governing Laws

These terms shall be governed by and construed in accordance with the laws of the Republic of the Philippines, excluding its conflict of law provisions. The Customer and YNZAL agree to submit to the exclusive jurisdiction of the courts of the Republic of the Philippines. Ynzal’s failure to exercise or enforce any right or provision of these terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Ynzal in writing.

Sales to End Users in the Philippines Only

Our Website sells and ships products to end user customers within the Philippines only.

Purchase Price

Prices are listed in our Website, and are subject to change without notice. Prices for certain government, corporate, and institutional customers may be set forth in a bid or other written agreement between the parties. Payment is due before shipment, unless credit terms have been arranged in advance with our credit department. In such case, payment terms shall be as set forth in the credit agreement. All our prices in the Website are inclusive of local 12% VAT. The invoice YNZAL emails or posts to you will include the final total amount inclusive of all taxes and any applicable shipping charges for products purchased.

Shipping; Risk of Loss

YNZAL charges shipping fees for every shipment outside of Metro Manila, unless a special promotion or contract term provides otherwise; such cost includes the freight charged by the carrier, packaging, and handling, but does not necessarily equal a direct pass-through of such cost to the customer. Risk of loss is upon Customer once we deliver the product to the carrier. Delivery times are estimates only and we shall not be liable for delays.

Limited Manufacturer’s Warranty

Customer understands that YNZAL is not the manufacturer of the products purchased by Customer hereunder and the only warranties offered are those of the manufacturer, not us. In purchasing the products, Customer is relying on the manufacturer’s specifications only and is not relying on any statements, specifications in brochures, photographs or other illustrations representing the products that may be provided by us. In connection with services, neither affiliates of YNZAL nor third party service providers are our agents and we have no obligation or liability arising from any services performed by or any warranty, if any, made by, such service providers.

 

Terms

We do not warrant the performance or integrity of any Product, but merely pass through to the Customer whatever end-user warranty the manufacturers or software publishers provide with their respective products.

YNZAL AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED, RELATED TO PRODUCTS SOLD OR SERVICES PROVIDED BY THIRD PARTIES OR AFFILIATES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER DOES NOT AFFECT THE TERMS OF THE MANUFACTURER’S WARRANTY, IF ANY.

YNZAL has no control over the technology of the Products sold herein, and therefore cannot and does not indemnify Customer for claims by third parties that Products infringe any patent, copyright, trademark or trade secret. YNZAL will pass through any such indemnity it receives from the Product manufacturer or supplier.

Pricing Information; Availability; Errors and Omissions Disclaimer

All pricing is subject to change. We reserve the right to make adjustments to pricing, products and service offerings for reasons including, but not limited to, changing market conditions, product discontinuation, product unavailability, manufacturer price changes and errors in advertisements. All orders are subject to product availability. Therefore, we cannot guarantee that it will be able to fulfill Customer’s orders.

We make every effort to ensure the accuracy of the information published on our Web site. However, the documents and graphics published on this site may contain technical inaccuracies or typographical errors. We make no representations about the suitability of the information and graphics presented on this site. All such documents and graphics are provided “as is” without warranty of any kind.

If an error is made and a product is listed at an incorrect price, we shall maintain the right to refuse or cancel any orders placed at the incorrect price. If the order has been confirmed and charged to your credit card, we shall immediately issue a credit in the amount of the incorrect price. Note: We also do not guarantee that our prices listed on other Web sites or price engines are accurate or up-to-date.

Limitation of Liability

NEITHER YNZAL NOR ITS AFFILIATES WILL BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. NEITHER YNZAL NOR ITS AFFILIATES WILL BE LIABLE FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE OR THE PROVISION OF SERVICES BY THIRD PARTIES. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES PROVIDED DIRECTLY BY YNZAL OR ITS AFFILIATES, NEITHER YNZAL NOR ITS AFFILIATES ARE LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S) OR SERVICE(S) GIVING RISE TO THE CLAIM.

We will not be responsible for any delays in delivery which result from any circumstances beyond our control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, general insurrection, acts of God or acts of any government or agency.

Orders, Payment Terms, Taxes

Orders are not binding upon us until accepted by us. Terms of payment are within our sole discretion. Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice. We may invoice parts of an order separately. Customer is responsible for, and will indemnify and hold YNZAL harmless from, any applicable sales, or other taxes, local fees or assessments associated with the order. Customer must claim any exemption from such taxes, fees or assessments at the time of purchase and provide the necessary supporting documentation. In the event of a payment default, Customer will be responsible for all of our costs of collection, including court costs, filing fees and attorney’s fees.

Return Privileges

All non-defective returns authorized by YNZAL, whether opened or unopened, will be assessed a minimum 15% restocking fee, and must be authorized for return within 15 days from date of Invoice. No refunds will be issued after such 15 day period. Authorization may be obtained by calling Customer Service at 413-7579  or by e-mail at customerservice@ynzal.com. Customer will be issued a Return Merchandise Authorization (RMA) which is valid for 7 business days. Failure to return a product within such 7 business day authorization period will be deemed to be an acceptance of the product.

Return privileges are subject to various manufacturers’ policies. Many manufacturers have imposed certain return restrictions. Consequently, YNZAL reserves the right to decline specific return requests based on those restrictions. Be sure to ask your Account Manager about specific return conditions before you purchase any item. More on Return, Refund and Cancellation Policies.

Vendor license agreements

Customer agrees to abide by all license provisions or end user agreement imposed by the manufacturer or publisher.

Damaged Products

All packages shipped from YNZAL are inspected prior to shipment. However, from time to time, damage during shipping may occur. Packages that are obviously damaged should be refused upon original delivery attempt. If the package is accepted, then any damage should be noted on the carrier delivery record prior to the driver leaving your premises. Any hidden or internal damage to any product must be reported to Customer Service at 413-7579 or customerservice@ynzal.com within the first 7 days of receipt to arrange for a carrier inspection and return of the damaged product(s). Please save the product, the shipping carton and all manufacturer packaging. Timely receipt of this information is necessary for YNZAL to file a damage claim. Failure to notify YNZAL of damage within this time period will be deemed an acceptance of the product, and standard return policies will apply.

Entire Agreement

These Terms constitute the entire agreement between Customer and YNZAL relating to the sale of products and services on the Site. Customer consents to receiving electronic records, which may be provided via a Web browser or e-mail application connected to the Internet; individual consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting us at the address provided below.

Customer may issue a Purchase Order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. Customer agrees that the Terms contained herein and in our invoice or other documentation will control. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Terms or any purchase order or invoice related thereto. This section may not apply if there is a written contract between Customer and YNZAL.

In the event any section or portion of a section of these Terms are deemed unlawful or unenforceable, that section or portion of a section shall be stricken from the Terms, and the remaining terms shall continue in full force and effect.