Terms and Conditions of Sales

Last Updated: October 29th, 2024

These Terms and Conditions (“Agreement”) govern all sales and transactions between World Class Integration LLC doing business as Intralog (“Intralog”) and its customers (“Customer”). By accepting a sales quote, placing a purchase order, or otherwise engaging in a transaction with Intralog, the Customer agrees to be bound by this Agreement in its entirety.

1. Introduction

This Agreement applies to all sales quotes provided by Intralog for the sale of materials and provision of labor as detailed in the accompanying sales quote (“Sales Quote”). While the Sales Quote may contain a summary of key terms and conditions for convenience, the Customer acknowledges that this Agreement constitutes the complete and exclusive statement of the terms governing the sale. Acceptance of the Sales Quote, placement of a purchase order, or any other form of assent constitutes acceptance of these Terms and Conditions in their entirety, as provided at www.intralog.io/terms.

2. Definitions

Agreement: This Terms and Conditions of Sale document, including any amendments or modifications agreed upon in writing by both parties.
Change Order: A written document executed by both parties that modifies, adds to, or deletes from the scope of work or Products to be provided under the original Order.
Confidential Information: Any non-public, proprietary information disclosed by Intralog to the Customer in connection with the Agreement, including but not limited to business plans, technical data, pricing, and trade secrets.
Credit Application: The application submitted by the Customer to establish credit terms with Intralog.
Customer: The purchaser of goods and/or services from Intralog.
Default: The failure by the Customer to perform any obligation under this Agreement, including but not limited to failure to make payments when due.
Deliverables: All drawings, specifications, engineering documents, designs, plans, reports, and other materials created or provided by Intralog under this Agreement.
Estimated Prices: Prices specifically listed in the Sales Quote as estimates, which are subject to change as described in Sections 4.1.
F.O.B. Origin: A shipping term meaning “Free On Board Origin,” indicating that title and risk of loss pass to the Customer upon delivery of the Materials to the carrier at the point of shipment.
Force Majeure: Events beyond Intralog’s reasonable control as described in Section 19, which may prevent or delay the performance of obligations under this Agreement.
Freight Charges: Costs associated with the transportation of Materials from the point of shipment to the Customer’s designated location.
Intralog: World Class Integration LLC doing business as Intralog.
Labor: The installation and related services provided by Intralog.
Materials: The goods specified in the Sales Quote provided by Intralog.
Net Terms: Payment terms that require payment within a specified number of days from the date of invoice, as agreed upon by Intralog and the Customer.
Order: Collectively refers to any Purchase Order or Sales Quote accepted by Intralog.
Party or Parties: Refers individually to Intralog or the Customer, and collectively to both Intralog and the Customer.
Products: Collectively refers to Materials and Labor.
Purchase Order: A written order placed by the Customer for the purchase of Products, which may include a signed Sales Quote or other written agreement.
Sales Quote: The quote provided by Intralog to the Customer detailing the Materials, Labor, and associated pricing.
Taxes: All taxes, fees, levies, or duties imposed by any governmental authority, including federal, state, local, and other taxes associated with the sale, purchase, shipment, or use of the Products.
Quote Expiration Date: The expiration date indicated on the Sales Quote or 30 days from the date of issuance, whichever occurs first.

3. Acceptance of Orders

A written purchase order or signed Sales Quote is required to process the Customer’s order; verbal orders are not accepted. Orders are subject to acceptance by Intralog and are not binding until Intralog provides written confirmation. Any terms or conditions in the Customer’s purchase order or other documents that differ from or add to this Agreement are expressly rejected unless agreed upon in writing by Intralog.

4. Prices and Payment Terms

4.1 Prices

Prices quoted are exclusive of taxes, transportation, and insurance costs unless otherwise agreed in writing. Any prices specifically listed in the Sales Quote as estimates are subject to change at any time, even after Intralog’s acceptance of the Customer’s order.

4.2 Payment Terms

4.2.1 Prepayment Requirement

Intralog requires prepayment for all first-time customers and customers without established credit. All orders require 100% prepayment until a credit application has been approved and payment terms have been granted.

4.2.2 Credit Application

Customers wishing to establish credit with Intralog must complete and submit a credit application. Credit approval is granted on a job-by-job basis and is not assumed or guaranteed based on prior approval. Intralog reserves the right to award or decline credit to any company, with or without regard to prior business history, and for any reason.

4.2.3 Payment Terms for Customers with Approved Credit

Payment terms for customers with approved credit will be specified in the Sales Quote or other written agreement. Intralog reserves the right to determine payment terms on a case-by-case basis.

4.3 Finance Charges

Fees and costs not paid within the listed payment terms may be subject to a finance charge of the lesser of (a) 1.5% per month (18% per annum) or (b) the maximum amount permitted by law, on any unpaid balances.

4.4 Collection Costs

If the Customer’s account becomes past due by ninety (90) days or more, Intralog reserves the right to refer the account to a collection agency. The Customer agrees to pay all collection costs, including reasonable attorney’s fees, court costs, arbitration fees, mediation fees, and collection agency fees up to 50% of the balance referred. Additionally, a five percent (5%) surcharge will be assessed retroactively on any invoice not paid in a timely fashion to cover referral costs.

4.5 Taxes

Taxes are either estimated or omitted for the purposes of the Sales Quote. The Customer shall pay all taxes (including, without limitation, federal, state, or local sales, use, excise, privilege, or similar taxes), levies, tariffs, or duties of any kind (“Taxes”) on the Products or provide Intralog with a tax exemption certificate acceptable to the taxing authorities. The Customer agrees to indemnify and hold harmless Intralog for any liability for Taxes in connection with the sale, including penalties and interest.

4.6 Price Adjustments and Corrections

Intralog reserves the right to adjust prices or correct any errors or omissions in any Sales Quote, order acknowledgment, invoice, or other document prior to acceptance of the Customer’s order. After acceptance, prices may only be adjusted due to significant increases in the costs of raw materials, labor, changes in laws, regulations, or governmental actions that affect the cost of production or delivery. In such cases, Intralog will notify the Customer in writing, and any adjustments will be applied in accordance with applicable laws.

4.7 Default and Remedies

If the Customer fails to perform any obligation under this Agreement, including failure to make payments when due, Intralog may, at its discretion:

Suspend or terminate any outstanding orders or deliveries.
Declare all outstanding amounts owed by the Customer to be immediately due and payable.
Repossess any Materials for which payment has not been made in full.
Pursue any other rights or remedies available under applicable law.

The Customer shall be liable for all costs incurred by Intralog in enforcing its rights under this Agreement, including reasonable attorney’s fees, court costs, arbitration fees, and other legal expenses.

4.8 Additional Terms

Intralog retains a purchase money security interest in all Materials until paid in full by the Customer. The Customer grants Intralog the right to file financing statements and other documents necessary to perfect or enforce Intralog’s security interest in the Materials. The Customer agrees to execute any documents reasonably requested by Intralog to protect its security interest.

5. Validity of Quote

5.1 Quote Expiration

This Sales Quote is valid until the Quote Expiration Date specified on the quote document (e.g., “Expiration: [Insert Date]”). After the Quote Expiration Date, the Sales Quote becomes void, and a new quote may be required for any orders placed thereafter.

6. Stock and Used Equipment

6.1 Stock Items

All items quoted as “stock” are subject to prior sale. Availability of stock items is not guaranteed and may change without notice.

6.2 Special Conditions for Used Equipment

Used equipment is offered “AS IS” and “SUBJECT TO PRIOR SALE.” Intralog disclaims all warranties, written, express or implied, including, without limitation, all warranties of non-infringement, merchantability, and fitness for a particular purpose in connection with any used Materials.

7. Delivery Terms

7.1 Shipping Terms

Unless otherwise specified, all Materials are shipped F.O.B. Origin.

7.2 Risk of Loss and Title

Title and risk of loss pass to the Customer upon delivery of the Materials to the carrier at the point of shipment, regardless of who pays the freight charges.

7.3 Delivery Dates

All delivery dates provided are estimates and are not guaranteed. Intralog shall not be liable for any delays in delivery. The Customer acknowledges that delays may occur due to events beyond Intralog’s reasonable control.

7.4 Delay or Deferral of Deliveries

If the Customer requests a delay or deferral of any delivery or installation date, Intralog may, at its discretion, agree to such request in writing. The Customer remains obligated to make payments according to the original payment schedule, regardless of the delay. The Customer shall be responsible for any additional costs incurred by Intralog as a result of the delay, including storage and handling fees, additional shipping or logistics costs, and labor costs associated with rescheduling.

If the Customer requests deferral of deliveries prior to commencement of production, Intralog may require progress payments for expenses incurred in anticipation of production. The Customer shall pay any storage charges or additional costs incurred by Intralog due to the delay.

7.5 Customer’s Inspection

The Customer is responsible for inspecting all Materials upon delivery. Any claims for shortages, damages, or non-conformities must be reported to Intralog in writing within five (5) days of receipt. Failure to provide such notice within this time frame constitutes acceptance of the Materials and a waiver of any claims related to such discrepancies.

7.6 Claims for Shortages or Errors in Delivery

Claims by the Customer for shortages or errors in delivery must be made within five (5) days after the delivery of the Materials. Materials are sold subject to standard manufacturing practices. Materials purchased on the basis of weight are subject to customary quantity variations recognized by practice in the industry.

7.7 Freight Charges

All freight charges and related costs are the responsibility of the Customer unless otherwise agreed in writing.

8. Permits and Approvals

8.1 Customer’s Responsibility

The Customer is solely responsible for obtaining all necessary permits, approvals, and licenses required by governmental authorities for the installation and use of the Materials, unless otherwise expressly agreed in writing between the Customer and Intralog. The Customer is responsible for all costs and fees associated with permits, inspections, and approvals. Intralog is not responsible for any delays, costs, or damages resulting from the Customer’s failure to obtain necessary permits or approvals.

8.2 Intralog’s Assistance (If Contracted)

If Intralog is specifically contracted in writing to assist the Customer in securing permits for the Material Handling Equipment provided under this Agreement, the scope of such assistance will be limited to the terms expressly stated in that written agreement. The Customer acknowledges that the duration and outcome of the permitting process are determined by governmental authorities and are beyond Intralog’s control. Intralog shall not be liable for any delays, costs, or damages resulting from delays or decisions made by governmental authorities in the permitting process.

8.3 Exclusions

Intralog is not responsible for obtaining or ensuring compliance with any requirements imposed by governmental authorities that are beyond the scope of the Materials and services expressly provided by Intralog. This includes, but is not limited to, modifications or upgrades to fire sprinkler systems, fire alarms, structural building modifications, electrical, plumbing, or HVAC systems, and any other building systems not directly related to the Materials supplied by Intralog.

8.4 Additional Costs and Delays

Any additional costs, modifications, or delays resulting from requirements imposed by governmental authorities are the sole responsibility of the Customer. Such costs or delays shall not constitute a breach of this Agreement by Intralog, and Intralog shall not be liable for any associated damages or penalties. Any adjustments to the project schedule or costs resulting from permitting requirements will be communicated to the Customer through a formal change order.

9. Changes to Orders

Any changes required after the approval of drawings may cause delays to the project schedule. Additional costs associated with changes will be charged to the Customer through a formal change order. All orders are subject to acceptance by Intralog.

10. Warranties and Disclaimers

10.1 Manufacturer Warranties

Intralog assigns to the Customer any manufacturers’ warranties applicable to any Materials sold. Any claims under these warranties must be made within the warranty period specified by the manufacturer.

10.2 No Additional Warranties

Intralog provides no warranties related to Materials not manufactured by Intralog. Materials are sold “AS IS, WITH ALL FAULTS.”

10.3 Disclaimer

WITH RESPECT TO MATERIALS SOLD BY INTRALOG TO THE CUSTOMER, INTRALOG MAKES NO EXPRESS OR IMPLIED WARRANTIES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, INTRALOG DISCLAIMS ALL WARRANTIES, WRITTEN, EXPRESS OR IMPLIED.

11. Limitation of Liability

11.1 Exclusion of Damages

IN NO EVENT SHALL INTRALOG OR ITS VENDORS BE LIABLE TO THE CUSTOMER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR DAMAGE TO BUSINESS REPUTATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Limitation of Aggregate Liability

INTRALOG’S TOTAL AGGREGATE LIABILITY (IN TORT, CONTRACT, WARRANTY, OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER TO INTRALOG FOR THE MATERIALS AND/OR LABOR THAT GIVE RISE TO THE CLAIM.

11.3 Time Limit for Legal Action

Any action by the Customer arising out of or relating to this Agreement must be commenced within one (1) year after the cause of action has accrued. Failure to initiate action within this period shall constitute a waiver of the claim by the Customer.

12. Returns and Refunds

12.1 Return Authorization

No goods may be returned without Intralog’s prior written approval. All returns must be accompanied by a Return Authorization Number issued by Intralog. Unauthorized returns will not be accepted.

12.2 Freight Charges

Returns should be shipped freight prepaid by the Customer.

12.3 Inspection

All returns are subject to inspection by Intralog upon receipt.

12.4 Restocking Fee

All returns are subject to a restocking charge of 25%.

12.5 Time Limits

Materials that are damaged may be returned or replaced within three (3) days of purchase. Under no circumstances will Intralog accept returns after thirty (30) days from Intralog’s invoice date.

13. Third-Party Licenses and Software

Any third-party software provided with the Materials is subject solely to the license agreement of the original manufacturer. Intralog assumes no liability for the performance or use of such software. The Customer agrees to indemnify and hold harmless Intralog from any claims, damages, or liabilities arising from the misuse, unauthorized use, or defects in the third-party software provided. All third-party software is provided “AS IS, WITH ALL FAULTS.”

14. Confidentiality and Proprietary Information

The Customer acknowledges that the Sales Quote, these Terms and Conditions, and any accompanying documents or information provided by Intralog are proprietary and confidential. The Customer agrees not to disclose, reproduce, or distribute any such confidential information to any third party without Intralog’s prior written consent. This obligation shall survive the termination or expiration of this Agreement.

15. Ownership of Deliverables

All drawings, specifications, engineering documents, designs, plans, reports, and other materials created or provided by Intralog under this Agreement (“Deliverables”) are and shall remain the exclusive property of Intralog. The Customer is granted a limited, non-exclusive license to use the Deliverables solely for the purpose of operating and maintaining the systems or equipment provided under this Agreement. The Customer shall not, without prior written consent of Intralog, reproduce, distribute, or disclose the Deliverables to any third party. Unauthorized use or distribution of the Deliverables constitutes a breach of this Agreement and may result in termination of this license.

16. Non-Solicitation

Neither party shall solicit for employment any employee of the other during the term of this Agreement and for one (1) year after its termination without the prior written consent of the other party.

17. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

18. Entire Agreement and Coexistence

This Agreement constitutes the entire agreement between Intralog and the Customer regarding the subject matter herein and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral. In the event of any conflict between this Agreement and any other agreement, the terms of this Agreement shall govern unless expressly stated otherwise in a written agreement signed by both parties.

19. Force Majeure

Intralog shall not be liable for any failure or delay in the performance of its obligations due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, acts of terrorism, embargoes, civil disturbances, strikes, labor disputes, fires, floods, explosions, governmental actions or delays (including delays in obtaining permits or approvals), transportation shortages or failures, and any other cause beyond Intralog’s reasonable control.

20. Dispute Resolution

Any dispute arising out of or related to this Agreement shall first be submitted to mediation in Salt Lake City, Utah. If the parties are unable to resolve the dispute through mediation, the matter shall be referred to binding arbitration under the rules of the American Arbitration Association. The venue for mediation and arbitration shall be Salt Lake City, Utah. Each party shall bear its own legal fees and costs unless otherwise determined by the mediator or arbitrator.

21. Indemnification

The Customer agrees to indemnify, defend, and hold harmless Intralog from and against any and all claims, liabilities, losses, damages, and expenses (including reasonable attorney’s fees) arising out of or relating to:

The Customer’s use, handling, or installation of the Materials.
Any negligence, willful misconduct, or lack of care by the Customer or the Customer’s employees, agents, subcontractors, or invitees.
Any breach of this Agreement by the Customer.

This indemnification includes claims made by third parties for personal injury, property damage, or other losses.

22. Cancellation

Orders accepted by Intralog are subject to cancellation by the Customer only upon Intralog’s prior written consent. In the event of an authorized cancellation, the Customer shall be liable for:

All costs incurred by Intralog up to the date of cancellation, including materials purchased, labor performed, and services rendered.
A cancellation fee equal to an amount specified by Intralog to cover administrative and restocking expenses.
A reasonable profit margin on the portion of the order completed prior to cancellation.

Intralog will provide an itemized statement of costs incurred upon the Customer’s request.

23. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, including the provisions of the Uniform Commercial Code as adopted in Utah, without regard to its conflicts of law principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Salt Lake City, Utah.

24. Acknowledgment and Acceptance

By proceeding with a purchase from Intralog, the Customer acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions in their entirety.

25. Contact Information

For any questions or concerns regarding these Terms and Conditions, please contact:

Email: info@intralog.io
Phone: +1 385-500-4667
Address: 5225 Wiley Post Way Suite 200 Salt Lake City, Utah 84116