This agreement describes the relationship between Simple Cell, Inc., owners and operators of SIMPLECELLBULK, ("Simple Cell", "we," "us," or "SIMPLECELLBULK") and the buyer identified below ("Buyer" or "You") and applies to your purchase of goods or services from SIMPLECELLBULK and its associated website and/or services, located at http://www.scbulk.com. Your use of Scbulk.com accepts these terms and conditions, as well as the Scbulk.com Terms of Service, and Privacy Notice located on the Scbulk.com website (collectively, the "Agreement"). This Agreement, including the attached terms, will become effective on your first access of the Scbulk.com website (the "Effective Date").
This Agreement applies to all sales of goods from us to you, and supersedes all other terms and conditions, including any standard or pre-printed terms provided to us by you, including any terms provided on any purchase order. Non-negotiated terms such as these will have no effect, and Simple Cell’s acceptance of a given purchase order shall not obligate Simple Cell to accept any such non-negotiated terms or conditions. Absent a written modification signed by both parties, these and only these terms and conditions shall apply.
Sales and Payment Process
Products are in various conditions. The condition of each will be noted listing, located on the Scbulk.com website. Conditions are defined as follows:
- Brand New: Functionality: Fully functional, retail-ready, possesses all manufacturer advertised features. Appearance: Items have never been opened. Packaging: Ships in original retail packaging. Packaging may show signs of wear.
- Like New:Functionality: Fully functional, retail ready. Appearance: Most items look and feel new, some may show cosmetic defects or signs of age. Packaging: The vast majority of items ship in original retail packaging. Packaging may show signs of wear or be missing.
- Used:Functionality: Fully functional will show signs of use, Retail or Factory Packaging could be missing or damaged
- For Parts or Not Working:Functionality: Non-functional. These items either need repair, or can only be used for parts. Most will not come with manuals and/or supplementary accessories. Appearance: May show substantial cosmetic defects. Packaging: May or may not ship in non-retail packaging.
Conditions of Sale; Payment.
In consideration for your agreement to these terms and conditions, payment of the sale price of your order, shipping charges, plus applicable taxes, SIMPLECELLBULK hereby agrees to sell you products pursuant to this Agreement. Nothing in these Terms of Purchase obligates Simple Cell to sell products to you.
We reserve the right, at our sole discretion, to cancel any purchase for any reason. Reasons for why your purchase may be canceled include but are not limited to: inaccuracies in pallet listings, prior sales, or issues identified by Simple Cell’s fraud and risk management team. In the event that a purchase is cancelled, you will be notified by email, and the purchase price will be refunded. Buyers may not cancel any purchase once Simple Cell has received your funds.
Payment Term Changes.
Simple Cell may revisit payment terms and conditions in its sole and absolute discretion. Any change in payments will not affect sales initiated prior to the date that the change has been made by Simple Cell.
In the event any taxes are assessed based upon this Agreement, or any purchases you make under this Agreement, other than corporate franchise taxes, property, and taxes based on Simple Cell’s income, this amount shall be added to your payment price. You agree to pay any such taxes within thirty (30) days of notice by Simple Cell. If you are located in Maryland, you will be required to pay sales tax until you provide a valid resale certificate to Simple Cell.
Acceptance of Products
Title; Risk of Loss.
Title to Products will remain with Simple Cell until we tender the products to our shipper. You expressly acknowledge that the risk of loss and liability for the products shall pass to you upon product shipment. You acknowledge and agree that you shall have no right to refuse or return the products after Simple Cell has accepted your payment. If you fail to accept the delivery of such products and they are returned to us, Simple Cell may re-initiate a new shipment at your sole risk and expense, and/or bill you for any and all restocking fees and shipping costs in its sole discretion.
Shipment, Missing Pallets.
If the number of items received upon delivery does not match the number purchased, you must document this discrepancy and contact us within 24 hours at email@example.com or at 410-800-4288.
Shipment, Damages & Tampering.
If a shipment shows visible damage or the seal has been broken, document these issues on the shipment and contact us within 24 hours at firstname.lastname@example.org or at 410-800-4288.
You shall have 5 business days from date of delivery to inspect the shipment for any quantity or condition discrepancies. If there is a difference in the stated quantity and/or composition of the items, please email@example.com or at 410-800-4288 to file a claim. Following the 5 business day period from the delivery date, you waive any right to file a disputes claim. Once a disputes claim is filed, we will conduct our own investigation and work with you to come to a resolution. Simple Cell’s decisions regarding disputes shall be made in good faith, and shall be final.
Credit Card Chargebacks.
If you dispute a charge to your credit card that Simple Cell, in its sole and absolute discretion, believes was a valid charge, you shall be liable for any and all of Simple Cell’s costs. Simple Cell will work with you in a courteous and professional manner to resolve legitimate disputes, however, you agree that Simple Cell has the unequivocal right to recover our fees and costs from any unauthorized chargebacks. Further, Simple Cell may choose to reject any further business from you or your company.
Unless otherwise provided in writing, Simple Cell offers no returns or exchanges on any of the product we sell.
Privacy and Confidentiality.
Due to their respective relationship, Buyer and Simple Cell may have access to certain information pertaining to their respective businesses that is confidential. Each party will take reasonable precautions and care to keep such information confidential. If a receiving party is required by the order of any court of competent jurisdiction or by some other required law or legal process to disclose confidential information about the disclosing party, the receiving party shall, if permitted by law, inform the disclosing party prior to the disclosure so that the disclosing party may have the opportunity to contest the order or seek other forms of protective action.
Data Privacy and Security.
By purchasing from SIMPLECELLBULK, you agree to overwrite and/or destroy, to a standard meeting or exceeding the standards provided in NIST Special Publication 800-88 Revision 1 (or subsequent NIST data sanitation guidelines), and all data that may reside or be contained in any device that you have purchased, prior to your use or resale of that device.
BUYER SHALL SPECIFICALLY DEFEND, INDEMNIFY AND HOLD SIMPLE CELL HARMLESS FROM ANY AND ALL CLAIMS, LOSSES, LIABILITIES AND DAMAGES OF ANY KIND RESULTING FROM BUYER’S BREACH OF THIS SECTION. THIS PROVISION APPLIES REGARDLESS OF THE STATE OF FUNCTIONALITY OF THE DEVICE(S).
You agree further that your data may be transported across international lines, and stored in the United States.
Representations and Indemnity.
IN ADDITION TO REPRESENTATIONS AND INDEMNIFICATIONS IN THE SIMPLECELLBULK.COM TERMS OF SERVICE, YOU FURTHER AGREE TO DEFEND, INDEMNIFY, AND HOLD SIMPLE CELL, ITS OFFICERS, DIRECTORS, EMPLOYEES AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS OR DEMANDS ARISING OR RESULTING FROM YOUR PURCHASES FROM OR USE OF THE SIMPLECELLBULK.COM WEBSITE, OR CLAIMS OR DEMANDS FROM ANY END USER OR PURCHASER OF ANY PRODUCTS.
Disclaimer of Warranty.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL PRODUCTS SOLD AND SERVICES PERFORMED BY SIMPLE CELL ARE PROVIDED "AS IS," AND SIMPLE CELL DISCLAIMS ANY AND ALL OTHER PROMISES, CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, SYSTEM INTEGRATION AND/OR DATA ACCURACY.
The term of this Agreement will commence on the Effective Date and will continue for a period of one (1) year thereafter, unless earlier terminated in accordance with this Section, and will automatically renew for successive one (1) year terms, unless either party provides notice of its desire not to renew at least ninety (90) days prior to the expiration of the then-current term (the initial term, together with any renewal terms, collectively, the "Term"). Simple Cell may terminate this Agreement for convenience any time by providing notification to you.
Except with respect to payment obligations hereunder, if a party is prevented or delayed in performance of its obligations hereunder as a result of circumstances beyond such party’s reasonable control, including, by way of example, war, riot, fires, floods, epidemics, or failure of public utilities or public transportation systems, such failure or delay will not be deemed to constitute a material breach of this Agreement, but such obligation will remain in full force and effect, and will be performed or satisfied as soon as reasonably practicable after the termination of the relevant circumstances causing such failure or delay, provided that if such party is prevented or delayed from performing for more than ninety (90) days, the other party may terminate this Agreement upon thirty (30) days’ notice.
You shall not assign any of the rights or delegate any of your duties under this Agreement without the express, prior written consent of Simple Cell. Any assignment or other transfer in violation of this Section shall be void.
This Agreement may not be amended or modified except in a writing duly executed by authorized representatives of both Parties.
No Third Party Beneficiaries.
The Parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the Parties, their successors and permitted assigns. Nothing herein, whether expressed or implied, will confer upon any person or entity, other than the Parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.
If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision will be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this Agreement will not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this Agreement invalid or unenforceable whatsoever.
No waiver under this Agreement will be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of such waiver is sought. Any such waiver will constitute a waiver only with respect to the specific matter described therein and will in no way impair the rights of the party granting such waiver in any other respect or at any other time. Any delay or forbearance by either party in exercising any right hereunder will not be deemed a waiver of that right.
Order of Precedence.
In the case of any contradictory terms between this Master Purchase Agreement, the Scbulk.com Terms of Service, or the Scbulk.com Privacy Notice, they shall be resolved in the following order:
This Master Purchase Agreement
Scbulk.com Terms of Service
Scbulk.com Privacy Notice