An order is not binding upon Worldwide Distribution Computers, Inc. until it is accepted; Worldwide Distribution Computers, Inc. must receive payment before it will accept an order. Payment for product(s) ordered is due prior to shipment. Customer can make payment by credit card, or some other method prearranged with Worldwide Distribution Computers, Inc. . You agree to pay the amount(s) due as specified on the invoice, and you agree to pay interest on all past-due sums at a rate of 1.5% per month or the highest rate allowed by law, whichever is greater.
Your total cost for purchase of any product will include shipping and handling charges shown on the Worldwide Distribution Computers, Inc. invoice.
Risk of Loss
Worldwide Distribution Computers, Inc. will arrange for shipment of ordered product(s) to the Customer, Free On Board (F.O.B.) shipping point, meaning title to the product(s) -- excepting software-- and risk of loss passes to the Customer upon delivery to the carrier. Worldwide Distribution Computers, Inc. reserves a purchase money security interest in the product(s) until its receipt of the full amount due. Customer agrees to allow Worldwide Distribution Computers, Inc. to sign appropriate documents on Customer's behalf to permit Worldwide Distribution Computers, Inc. to protect its purchase money security interest. Title to software will remain with the licensor(s). All software is provided subject to the license agreement of the software maker. Customer agrees to be bound by any software license agreement once the seal on the package is broken. Worldwide Distribution Computers, Inc. will advise Customer of estimated shipping dates, but Worldwide Distribution Computers, Inc. will, under no circumstances, be responsible for delays in delivery, and associated damages, due to events beyond its reasonable control, including without limitation, acts of God or public enemy, acts of federal, state or local government, fire, floods, civil disobedience, strikes, lockouts, and freight embargoes.
Governing Law and Jurisdiction
Any dispute arising out of or related to these Terms and Conditions or the sales transaction between Worldwide Distribution Computers, Inc. and Customer shall be governed by the laws of the State of California, without regard to its conflicts of law rules. Specifically, the validity, interpretation, and performance of this agreement shall not be governed by the United Nations Convention on the International Sale of Goods. Worldwide Distribution Computers, Inc. and Customer consent to the exclusive jurisdiction and the exclusive venue of the State Courts of the State of California, Los Angeles County, to resolve any dispute between them related hereto, and the parities waive all rights to contest this exclusive jurisdiction and venue of such Courts. Finally, the Customer also agree not to bring any legal action, based upon any legal theory including contract, tort, equity or otherwise, against Worldwide Distribution Computers, Inc. that is more than one year after the date of the applicable invoice.
If any provision contained in this agreement is or becomes invalid, illegal, or unenforceable in whole or in part, such invalidity, illegality, or unenforceability shall not affect the remaining provisions and portions of this agreement, and the invalid, illegal, or unenforceable provision shall be deemed modified so as to have the most similar result that is valid and enforceable under applicable California law.
The failure of either party to require performance by the other party of any provision of this agreement shall not affect in any way the first party's right to require such performance at any time thereafter. Any waiver by either party of a breach of any provision in this agreement shall not be taken or held by the other party to be a continuing waiver of that provision unless such waiver is made in writing.
These terms and conditions, together with Worldwide Distribution Computers, Inc. 's invoice regarding the products ordered by Customer, are the complete and exclusive agreement between Worldwide Distribution Computers, Inc. and Customer, and they supersede all prior or contemporaneous proposals, oral or written, understandings, representations, conditions, warranties, and all other communications between Worldwide Distribution Computers, Inc. and Customer relating to the subject products. This agreement may not be explained or supplemented by any prior course of dealings or trade by custom or usage.