• Penalty of 10 % to the total overdue balances per month will be added for every month of delay payment pertained to conditions and restrictions applied.
• Intercell merchandise is non-refundable. Credit, Exchange or Repair of merchandise is applicable.
• InterCell will not accept overstock returns.
• Intercell Return Policy Guidelines are strictly mandated.
• Intercell will not be held responsible for any carrier commission, ESN Activation or any other carrier activation related issues.
Sales Agreement
A. Seller is a wholesale company that sells mobile phones and accessories (“goods”) to other wholesalers and retailers.
B. Buyer is a wholesaler or retailer that buys goods from wholesale companies such as Seller.
C. Seller desires to sell goods to Buyer and Buyer desires to buy goods from Seller.
D. Guarantor is a principal of Buyer and specifically agrees to the terms of this Agreement and the Unconditional Guaranty (attached hereto as EXHIBIT A) in his or her personal capacity.
- We don’t buy Sprint carrier phones we don’t sell Sprint Carrier phones. If you have receive by mistake a sprint phone model phones
you must contact us immediately, we will send a return label and refund you back.
In consideration of the mutual undertakings set forth and described herein, and other good and valuable consideration, the receipt and sufficiency of which is expressly acknowledged, the parties agree as follows:
1. Recitals. Recitals set forth above are incorporated herein by reference and made a part of this Agreement.
2. Term. This Agreement shall commence as of the Effective Date and shall continue in full force and effect for a period of one year. After the expiration of any one year term, this Agreement shall automatically renew until a new agreement is entered into, the term of this Agreement is extended, or the parties agree to terminate this Agreement as provided in Section 11 below.
3. Sale of Goods. Seller will sell goods to Buyer, and Buyer will buy goods from Seller. Buyer shall submit an Order Form to Seller listing the goods Buyer wishes to buy. The Order Form shall be in a substantially similar form as EXHIBIT B. If Seller has the goods in stock then such goods will be shipped to Buyer within a reasonable period of time. If not, Seller will then attempt to accommodate Buyer. All orders are subject to Seller's acceptance and shall not be considered part of this Agreement until Seller’s acknowledgment is furnished. Upon receipt of such goods, Buyer shall inspect the goods for compliance with the Order Form. Buyer shall notify Seller of any and all nonconforming goods within 24 hours of receipt. Otherwise, any and all objections shall be forever waived. Also, included with any shipment of goods to Buyer will be an Invoice. The Invoice shall be in a substantially similar form as EXHIBIT C. The Invoice and the terms contained therein shall be incorporated into this Agreement. Buyer is required to pay such Invoice upon receipt unless otherwise stated on the Invoice. Buyer shall pay 1.5% interest per month on all overdue balances.
4. Purchase Price. The prices charged for the goods shall be those agreed to and acknowledged by Seller in its sole discretion at the time of delivery. All prices charged for goods do not include shipping, special packaging, insurance, taxes, duties, credit card fees, and other similar charges (“Additional Costs”). Such Additional Costs will be included on any and all Invoices to Buyer. Buyer shall pay such Invoices upon receipt unless otherwise stated on the Invoice.
5. Method of Shipment. Method of shipment shall be within the discretion of Seller. The goods will be shipped in standard shipping packages to Buyer at Buyer's address set forth above or as otherwise agreed in writing. Seller will select the carrier. Title and risk of loss to goods purchased under this Agreement shall pass to Buyer upon delivery thereof to the carrier, whether or not the goods conform to the terms of this Agreement. Shipping dates, if any, set forth by Seller are approximate only and merely represent Seller’s best estimate of the time required to make shipment. Seller shall not be liable for any loss or expense (consequential or otherwise) incurred by Buyer as a result of any delay in delivery for any reason other than arbitrary refusal of Seller to perform. Seller may deliver goods in installments. If any shipment of goods is delayed at Buyer's request, Seller may Invoice Buyer for such goods, and risk of loss to such goods shall pass to Buyer on the date Seller is prepared to make shipment. Buyer shall provide at its expense any and all insurance on goods insuring Seller's and Buyer's interests.
6. Nonconforming Goods. Buyer may not reject or revoke its acceptance of any goods unless the nonconformity of such goods is substantial. No nonconformity or defect in any lot or installment shall constitute grounds for claiming breach of the entire purchase order or sales agreement, and any lots or installments whose conformity Buyer does not dispute shall be paid for in accordance with this Agreement, regardless of any dispute concerning other shipments or installments, or undelivered goods. Seller reserves the right to cure, by repair or replacement, any defects within a reasonable time after receiving written notice of such defects from Buyer. Buyer has 24 hours following delivery of goods hereunder to give Seller written notice of any claimed defect in such goods (other than latent defects not discovered by Buyer). Buyer agrees that such notice period is reasonable. Failure to give timely notice, as provided above, shall be deemed irrevocable acceptance of such goods. Buyer's rejection shall not be effective unless the rejected goods are returned freight prepaid to Seller's designated site in the original packaging. A 25% restocking fee will be charged for all returned or refused merchandise.
7. Security Interest. Seller retains a security interest in the goods (and replacements) and all proceeds and products thereof until the full purchase price therefor and Additional Costs have been paid in full. Buyer's failure to pay any amount when due shall give Seller the right to repossess and remove the goods. Such repossession and removal shall be without prejudice to any of Seller's other remedies at law or in equity. Buyer agrees, without further consideration, at any time to do or cause to be done, executed and delivered, all such further acts and instruments as Seller may reasonably request in order to perfect and protect Seller's security interest in the goods, including, without limitation, a financing statement appropriate for filing.
8. Seller’s Remedies. Upon the happening of any event or condition of default and at any time afterward, Seller may declare the obligations secured by this Agreement immediately due and payable, and then all the obligations shall become immediately due and payable and Seller shall have in addition to any other rights and remedies provided by law, the rights and remedies of a secured party under the Virginia Uniform Commercial Code and those provided by this Agreement. Seller shall have the right to take immediate repossession of the goods and all attachments by any method permitted by law. All such remedies shall be cumulative.
9. Limitation of liability. The liability of Seller, if any, as a result of this Agreement whether in contract, tort or otherwise, shall not exceed the total charges paid by Buyer to Seller during the period of one year from the date of this Agreement. Seller will not be liable for damages which are incidental or consequential damages even if Seller has been advised as to the possibility of such damages. Such damages include, but may not be limited to, such items as loss of profits.
10. Force Majeure Clause. Seller shall be excused for any delay or failure to perform due to fire, act of God, or similar catastrophe, strike or labor trouble affecting Seller or the Seller’s suppliers or subcontractors, or other cause beyond Seller’s control.
11. Termination. Either party may terminate this Agreement by giving fifteen days’ advance written notice to the other of its intent to terminate this Agreement. Such termination may be made with or without cause. During the fifteen day period after such notice is sent, the parties shall continue to act toward each other in good faith. Either party may terminate this Agreement with reasonable cause, effective immediately upon the giving of written notice of the termination. The grounds for reasonable cause shall include: material violation of this Agreement or any act exposing the other party to liability. Upon termination, for whatever reason, Buyer shall pay Seller any and all amounts due and payable to Seller pursuant to this Agreement.
12. Severability. If any such provision or restriction is held to be invalid, illegal or unenforceable and cannot be modified to make such provision or restriction valid, legal or enforceable, such provision shall be severed from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect.
13. Attorney Fees. The parties agree that in any effort by Seller to enforce the terms and conditions of this Agreement, Seller shall be entitled to complete reimbursement of its attorneys’ fees, costs, expenses and any post judgment collection fees, incurred in support of such efforts, from Buyer.
14. Notice. Any and all notices, requests, demands or other communications hereunder shall be deemed to have been duly given if in writing and (i) if transmitted by hand delivery, in which event effective notice will be deemed to have been duly given as of the date of delivery (or, if refused by the recipient, the date delivery would have been made), (ii) if transmitted by Federal Express, Express Mail, or other nationally-recognized overnight courier service, in which event effective notice will be deemed to have been duly given on the first business day following the date sent, or (iii) if deposited in the United States mail, certified, return receipt requested, properly addressed and postage prepaid, in which event effective notice will be deemed to have been duly given three (3) business days after the date of mailing to the above address or addresses or to such other address as either party shall provide by like notice to the other.
15. Construction. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party who caused it to have been drafted.
16. Nonwaiver of Breach. Failure by Seller to enforce any covenants and obligations contained herein shall in no event be deemed a waiver of the right to do so thereafter.
17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement. Facsimile signatures to this Agreement shall be deemed originals.
18. Survival of Agreement. The terms, provisions, and conditions of this Agreement are binding upon the parties and their respective successors and assigns. Causes of action based upon the breach of this Agreement shall survive the execution of this Agreement.
19. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Virginia. The sole and exclusive venue of any suits or causes of action arising directly or indirectly from this Agreement shall be in the state courts of Fairfax County, Virginia.
20. Entire Agreement. This Agreement is the complete agreement with respect to the subject matter herein and replaces and supersedes any other agreements by and between Seller and Buyer concerning the same. This Agreement shall be effective upon execution. This Agreement may not be changed or modified, in whole or in part, except upon the written agreement of the parties or as otherwise stated in this Agreement.
RECITALS
- Seller is a wholesale company that sells mobile phones and accessories (“goods”) to other wholesalers and retailers.
- Buyer is a wholesaler or retailer that buys goods from wholesale companies such as Seller.
- Seller desires to sell goods to Buyer and Buyer desires to buy goods from Seller.
- Guarantor is a principal of Buyer and specifically agrees to the terms of this Agreement and the Unconditional Guaranty (attached hereto as EXHIBIT A) in his or her personal capacity.
In consideration of the mutual undertakings set forth and described herein, and other good and valuable consideration, the receipt and sufficiency of which is expressly acknowledged, the parties agree as follows:
- Recitals. Recitals set forth above are incorporated herein by reference and made a part of this Agreement.
- Term. This Agreement shall commence as of the Effective Date and shall continue in full force and effect for a period of one tw 180After the expiration of any one year term, this Agreement shall automatically renew until a new agreement is entered into, the term of this Agreement is extended, or the parties agree to terminate this Agreement as provided in Section 11 below.
- Sale of Goods. Seller will sell goods to Buyer, and Buyer will buy goods from Seller. Buyer shall submit an Order Form to Seller listing the goods Buyer wishes to buy. The Order Form shall be in a substantially similar form as EXHIBIT B. If Seller has the goods in stock then such goods will be shipped to Buyer within a reasonable period of time. If not, Seller will then attempt to accommodate Buyer. All orders are subject to Seller's acceptance and shall not be considered part of this Agreement until Seller’s acknowledgment is furnished. Upon receipt of such goods, Buyer shall inspect the goods for compliance with the Order Form. Buyer shall notify Seller of any and all nonconforming goods within 24 hours of receipt. Otherwise, any and all objections shall be forever waived. Also, included with any shipment of goods to Buyer will be an Invoice. The Invoice shall be in a substantially similar form as EXHIBIT C. The Invoice and the terms contained therein shall be incorporated into this Agreement. Buyer is required to pay such Invoice upon receipt unless otherwise stated on the Invoice. Buyer shall pay 1.5% interest per month on all overdue balances.
- Purchase Price. The prices charged for the goods shall be those agreed to and acknowledged by Seller in its sole discretion at the time of delivery. All prices charged for goods do not include shipping, special packaging, insurance, taxes, duties, credit card fees, and other similar charges (“Additional Costs”). Such Additional Costs will be included on any and all Invoices to Buyer. Buyer shall pay such Invoices upon receipt unless otherwise stated on the Invoice.
- Method of Shipment. Method of shipment shall be within the discretion of Seller. The goods will be shipped in standard shipping packages to Buyer at Buyer's address set forth above or as otherwise agreed in writing. Seller will select the carrier. Title and risk of loss to goods purchased under this Agreement shall pass to Buyer upon delivery thereof to the carrier, whether or not the goods conform to the terms of this Agreement. Shipping dates, if any, set forth by Seller are approximate only and merely represent Seller’s best estimate of the time required to make shipment. Seller shall not be liable for any loss or expense (consequential or otherwise) incurred by Buyer as a result of any delay in delivery for any reason other than arbitrary refusal of Seller to perform. Seller may deliver goods in installments. If any shipment of goods is delayed at Buyer's request, Seller may Invoice Buyer for such goods, and risk of loss to such goods shall pass to Buyer on the date Seller is prepared to make shipment. Buyer shall provide at its expense any and all insurance on goods insuring Seller's and Buyer's interests.
- Nonconforming Goods. Buyer may not reject or revoke its acceptance of any goods unless the nonconformity of such goods is substantial. No nonconformity or defect in any lot or installment shall constitute grounds for claiming breach of the entire purchase order or sales agreement, and any lots or installments whose conformity Buyer does not dispute shall be paid for in accordance with this Agreement, regardless of any dispute concerning other shipments or installments, or undelivered goods. Seller reserves the right to cure, by repair or replacement, any defects within a reasonable time after receiving written notice of such defects from Buyer. Buyer has 24 hours following delivery of goods hereunder to give Seller written notice of any claimed defect in such goods (other than latent defects not discovered by Buyer). Buyer agrees that such notice period is reasonable. Failure to give timely notice, as provided above, shall be deemed irrevocable acceptance of such goods. Buyer's rejection shall not be effective unless the rejected goods are returned freight prepaid to Seller's designated site in the original packaging. A 25% restocking fee will be charged for all returned or refused merchandise.
- Security Interest. Seller retains a security interest in the goods (and replacements) and all proceeds and products thereof until the full purchase price therefor and Additional Costs have been paid in full. Buyer's failure to pay any amount when due shall give Seller the right to repossess and remove the goods. Such repossession and removal shall be without prejudice to any of Seller's other remedies at law or in equity. Buyer agrees, without further consideration, at any time to do or cause to be done, executed and delivered, all such further acts and instruments as Seller may reasonably request in order to perfect and protect Seller's security interest in the goods, including, without limitation, a financing statement appropriate for filing.
- Seller’s Remedies. Upon the happening of any event or condition of default and at any time afterward, Seller may declare the obligations secured by this Agreement immediately due and payable, and then all the obligations shall become immediately due and payable and Seller shall have in addition to any other rights and remedies provided by law, the rights and remedies of a secured party under the Virginia Uniform Commercial Code and those provided by this Agreement. Seller shall have the right to take immediate repossession of the goods and all attachments by any method permitted by law. All such remedies shall be cumulative.
- Limitation of liability. The liability of Seller, if any, as a result of this Agreement whether in contract, tort or otherwise, shall not exceed the total charges paid by Buyer to Seller during the period of one year from the date of this Agreement. Seller will not be liable for damages which are incidental or consequential damages even if Seller has been advised as to the possibility of such damages. Such damages include, but may not be limited to, such items as loss of profits.
- Force Majeure Clause. Seller shall be excused for any delay or failure to perform due to fire, act of God, or similar catastrophe, strike or labor trouble affecting Seller or the Seller’s suppliers or subcontractors, or other cause beyond Seller’s control.
- Termination. Either party may terminate this Agreement by giving fifteen days’ advance written notice to the other of its intent to terminate this Agreement. Such termination may be made with or without cause. During the fifteen day period after such notice is sent, the parties shall continue to act toward each other in good faith. Either party may terminate this Agreement with reasonable cause, effective immediately upon the giving of written notice of the termination. The grounds for reasonable cause shall include: material violation of this Agreement or any act exposing the other party to liability. Upon termination, for whatever reason, Buyer shall pay Seller any and all amounts due and payable to Seller pursuant to this Agreement.
- Severability. If any such provision or restriction is held to be invalid, illegal or unenforceable and cannot be modified to make such provision or restriction valid, legal or enforceable, such provision shall be severed from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect.
- Attorney Fees. The parties agree that in any effort by Seller to enforce the terms and conditions of this Agreement, Seller shall be entitled to complete reimbursement of its attorneys’ fees, costs, expenses and any post judgment collection fees, incurred in support of such efforts, from Buyer.
- Notice. Any and all notices, requests, demands or other communications hereunder shall be deemed to have been duly given if in writing and (i) if transmitted by hand delivery, in which event effective notice will be deemed to have been duly given as of the date of delivery (or, if refused by the recipient, the date delivery would have been made), (ii) if transmitted by Federal Express, Express Mail, or other nationally-recognized overnight courier service, in which event effective notice will be deemed to have been duly given on the first business day following the date sent, or (iii) if deposited in the United States mail, certified, return receipt requested, properly addressed and postage prepaid, in which event effective notice will be deemed to have been duly given three (3) business days after the date of mailing to the above address or addresses or to such other address as either party shall provide by like notice to the other.
- Construction. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party who caused it to have been drafted.
- Nonwaiver of Breach. Failure by Seller to enforce any covenants and obligations contained herein shall in no event be deemed a waiver of the right to do so thereafter.
- Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement. Facsimile signatures to this Agreement shall be deemed originals.
- Survival of Agreement. The terms, provisions, and conditions of this Agreement are binding upon the parties and their respective successors and assigns. Causes of action based upon the breach of this Agreement shall survive the execution of this Agreement.
- Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Virginia. The sole and exclusive venue of any suits or causes of action arising directly or indirectly from this Agreement shall be in the state courts of Fairfax County, Virginia.
- Entire Agreement. This Agreement is the complete agreement with respect to the subject matter herein and replaces and supersedes any other agreements by and between Seller and Buyer concerning the same. This Agreement shall be effective upon execution. This Agreement may not be changed or modified, in whole or in part, except upon the written agreement of the parties or as otherwise stated in this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective on the day and date immeditialy with complete this application wiht signature