Unimagnetic — Terms & Conditions of Sale

Legal entity: PPM Service, LLC d/b/a Unimagnetic
Registered address: 651 North Broad Street, Suite 201, Middletown, Delaware 19709, USA

These Terms & Conditions (“Terms”) govern all quotes, orders, and sales of goods (“Goods”) by PPM Service, LLC d/b/a Unimagnetic (“Seller,” “we,” “us”) to any business purchaser (“Buyer,” “you”). By issuing a purchase order or accepting delivery, you agree to these Terms.

1) Definitions

Contract: The agreement formed when we accept your purchase order (PO) in writing or by beginning fulfillment.

Goods: Any hardware, components, accessories, or related items supplied by us.

Purchase Order (PO): Your written order, including orders submitted through our website or by email.

Writing/Written: Email or other agreed electronic communications.

2) Business customers only

You confirm you are purchasing for business use (your own or an end-customer’s) and not as a consumer.

3) Application of these Terms

These Terms apply to every Contract. Any different or additional terms proposed by you are rejected unless expressly agreed by us in writing.
Our team is not authorized to make binding promises about performance or specifications unless confirmed in writing.
Catalogs, web listings, and price sheets are invitations to treat—not offers. Your PO is an offer; a Contract arises only when we accept it in writing or begin fulfillment. 

4) Quotations, product condition & orders

Quotations are typically valid for 5 calendar days unless otherwise stated. If a pricing or typographical error is discovered, we may correct it and notify you; acceptance of any PO remains at our discretion.
Your responsibility: Ensure PO accuracy (model, options, quantities, shipping/billing details). Delays or errors caused by incomplete/incorrect information are at your risk.
Product condition categories (as described on our quotes/invoices). These describe condition, not brand sponsorship, and may include multi-OEM sourcing:

• New Retail / Unused (Sealed): New stock intended for resale; may carry a manufacturer warranty; original, unopened packaging.
  
  

• New Open Box: Unused hardware with opened packaging; some accessories may be missing (e.g., cancelled configs or demo stock).
  
  

• New Pulls: Unused components removed from larger assemblies; typically shipped in plain packaging.
  
  

• Refurbished: Previously used items tested and restored to working order; cosmetic signs of use may be present; shipped in plain packaging.
  Note: Coverage under third-party service programs (e.g., vendor maintenance subscriptions) is not guaranteed and may be determined solely by the OEM or program owner.
  
  

5) Cancellations

Cancellations must be requested in writing within 4 hours after placing the PO. Acceptance of cancellation is at our discretion and is only effective once we confirm in writing. Restocking or recovery charges may apply if work has begun. 

6) Pricing

Prices are as shown on a valid quote at acceptance, or if expired/not quoted, our then-current list price at acceptance.
We may adjust pricing if you later change specifications, schedules, or instructions, or if your delays increase our costs. 

7) Payment terms

We invoice when shipment begins (or earlier for special orders). Payment is due per the credit terms granted (e.g., net terms, credit card, or wire). Time for payment is of the essence.
We may withhold shipment if your account exceeds credit limits or has past-due balances. Storage/handling charges may apply for held orders.
Overdue accounts may be referred to collections. You agree to pay reasonable costs of collection, including attorneys’ fees, as permitted by law. 

8) Delivery, risk & insurance

Unless otherwise agreed in writing, shipments are made under standard Incoterms (e.g., EXW/FCA/CIP/DDP) selected on your quote or invoice.
We may choose the carrier unless you specify otherwise in writing. We may arrange shipment insurance up to the agreed delivery point.
Risk of loss passes per the agreed Incoterm and at the latest upon delivery to the agreed location or first attempted delivery if delivery is refused or delayed by you.
Partial deliveries may occur; each delivery is a separate Contract. Our liability for non-delivery is limited to reasonable replacement-cost differential, if applicable. 

9) Retention of title

Title passes only when we receive full cleared payment for all sums due under the Contract and any other amounts you owe us.
Until title passes you must: (a) store Goods separately and keep them identifiable; (b) not remove or obscure labels; (c) keep them insured for full value and provide proof of insurance upon request; and (d) not pledge or grant security interests over them. If payment is overdue, we may enter your premises to recover Goods.

10) Warranty & liability

Warranty: Unless we explicitly state otherwise in writing, warranties are pass-through of any manufacturer/supplier warranty benefits we are able to transfer.
End-user replacement option: For qualifying end-user accounts (e.g., subject to applicable sales tax or holding valid non-profit/education/medical tax-exempt status), we may offer up to a one-year limited replacement for eligible items; resellers typically receive a 30-day warranty period. Specific terms will be shown on your quote/invoice and prevail.
Exclusions & limits: We are not liable for indirect, incidental, special, punitive, or consequential damages (including lost profits, downtime, or loss of data/reputation). Our total liability is capped at the price you paid for the affected Goods. Nothing excludes liability where not permitted by law. 

11) DOA/defects & RMA

Report defects promptly with evidence (serials, failure description). If an RMA is issued, return the item(s) in the state received with all labels intact.
For replacement-eligible items, we will replace within a commercially reasonable period after we receive and verify the return. If replacement isn’t available, we may repair or refund at our option.

12) Data & privacy

We process business contact and order data to fulfill Contracts, provide service, prevent fraud, and meet legal obligations. See our Privacy Policy for details and choices about communications. (This replaces legacy references to the UK Data Protection Act seen in older templates.)

13) General

Force Majeure: We are not liable for delays or failures caused by events beyond our reasonable control (e.g., supply chain disruptions, labor actions, acts of God, war, sanctions, epidemics, utility failures).
Assignment: You may not assign a Contract without our written consent.
Governing law & venue: These Terms and any dispute arising out of or relating to them are governed by the laws of the State of Delaware, excluding conflict-of-law rules. Courts located in New Castle County, Delaware (state or federal) have exclusive jurisdiction; both parties consent to personal jurisdiction and venue.
Severability: If any clause is held invalid, the rest remain in effect.
Entire agreement: These Terms plus the quote/invoice and any signed addenda constitute the entire agreement regarding the sale of Goods and supersede prior discussions.