Terms & Conditions

Scope of Agreement

The Terms and Conditions ("Terms") contained herein shall supplement all purchase orders, quotations, proposals, statements of work, offers, or other specifications ("Specification") made by or accepted by AZ Group Holdings LLC, doing business as AZ Innovations ("AZ"). These Terms may in some instances conflict with terms and conditions affixed in other documents issued by the Client. In such case, the Terms contained herein shall govern, and acceptance of Client's order is conditioned upon Client's acceptance of these Terms. AZ's failure to object to provisions contained in any communication from Client shall not be deemed a waiver of the provisions herein. This Agreement constitutes the entire agreement between the parties and supersedes all prior representations, proposals, discussions, and communications, written or oral. Any changes to the Terms contained herein must specifically be agreed to in writing and signed by an officer of AZ Group Holdings LLC before becoming binding on either party. These Terms shall be in effect from the date of submission of the Specification by AZ until Client has made payment for all corresponding products and services and all other terms of this Agreement have been satisfied. If any provision of these Terms is held to be invalid, void, or unenforceable, the remaining provisions shall remain in full force and effect.

Prices, Taxes, and Quotations

All prices are exclusive of any present or future sales taxes, import duties (including brokerage fees), or any tax applicable to the sale of any product or service. Such taxes, when applicable, shall be paid by Client unless Client provides a proper tax exemption certificate. Unless otherwise agreed to in writing by the parties, prices quoted by AZ are those current at the date of quotation and shall be subject to variation by AZ. AZ reserves the right to cancel any order due to pricing changes or other errors in the delivery of the Specification.

Purchase and Payment Terms

Requests made by Client, whether made by oral, written, or other means, constitute agreement by Client to make full payment for any invoices presented for the products or services requested, in accordance with the payment terms defined on the corresponding Specification (in the absence of such terms, terms are NET 20). AZ reserves the right to invoice Client upon and for each service rendered or product delivered. Client cannot refuse to make payment for partial delivery of services or products. Client shall pay all charges on the established terms, including reasonable charges for shipping, handling, and insurance on any products delivered.

If Client fails to pay an invoice when due per the stated payment terms, Client shall pay interest on any unpaid balance at a rate of 1.5% per month (18% annually) from the due date until the payment date. Client also agrees to pay all costs and reasonable attorney's fees incurred in the collection of any past-due balances.

Client must provide written notice of any disputed charge within 20 days of the date of issuance of the invoice in question. Failure to provide this notice will result in the forfeiture of Client's right to dispute the charge. The dispute must include the invoice number in dispute, the items and amounts disputed, and a complete description of the basis for withholding payment. Notice of a disputed charge does not release Client from the obligation of paying any remaining balance of the invoice under the terms specified. Upon resolution of the disputed charge, AZ will issue a credit memo to Client or Client will pay the total amount outstanding referenced by the dispute. Any disputed charge resolved in AZ's favor shall be liable to accrue late payment fees based on the terms of purchase at AZ's sole discretion.

Cancellations, Returns, and Third-Party Products

Services engagements cancelled by Client after work has begun remain billable for all work performed and for non-recoverable costs already committed on Client's behalf. Fixed-fee diagnostics and assessments are invoiced per the corresponding Specification regardless of whether Client elects to proceed with any recommended remediation.

Third-party products, software licenses, subscriptions, and special orders procured by AZ on Client's behalf are sold as-is and cannot be returned except as the respective manufacturer's or supplier's policy allows. Returns, where possible, are subject to the current manufacturer's policies and require a Return Merchandise Authorization number in advance of the return; returns without an RMA will be refused. If a returned product is not defective, AZ reserves the right to pass through any restocking charge assessed by the manufacturer or supplier. Final acceptance of a return is conditional upon receipt of the product in like-new condition with all parts, packing materials, seals, and documentation intact.

Security Interest

Client grants to AZ a security interest in any and all products purchased by Client from AZ to secure all obligations of Client to AZ, including but not limited to any obligation of payment. Client agrees that in the event of default in any payment and failure to cure same within a 90-day period, AZ shall have, in addition to its rights under the law, the right to repossess such goods without further operation of law and without notice to Client. Client further agrees to execute any additional documents necessary to perfect or continue the security interest created by this Agreement.

Warranty and Liability

AZ warrants to Client that services rendered by AZ shall be performed in a skillful and professional manner commensurate with the requirements of the effort. Client shall notify AZ in writing within thirty (30) days after completion of the services in question when any of the services fail to conform to the standard of care set forth in this Agreement. The passage of the thirty (30) day period after completion of the services without the notification described herein shall constitute Client's final acceptance of the services.

With respect to products manufactured or supplied by third parties for resale to Client, AZ makes no warranties of any kind in addition to or exceeding the warranty supplied or offered by the respective manufacturer or supplier, which shall be transferred or assigned to Client, and Client's recovery is limited to recovery against such manufacturer or supplier for breach of any applicable warranties. In the event of a claim by Client for breach of product warranty, AZ must follow the warranty policy established by the manufacturer, which may require return of the warranted item to the manufacturer for repair. At Client's request, AZ agrees to take actions reasonably appropriate to secure Client's rights and to protect its interests under such third-party warranties. Work performed by AZ that is not covered by product warranty will be billed to Client at the applicable labor rates.

AZ shall not be liable for any damage or penalty for delay in delivery, or for failure to give notice of delay, when such delay is due to the elements, acts of God, acts of the Client, acts of civil or military authority, war, riots, concerted labor action, shortages of materials, or any other causes beyond the reasonable control of AZ. The anticipated delivery date shall be deemed extended for a period of time equal to the time lost due to any delay excusable under this provision.

Limitation of Liability

The warranty provided by AZ is specifically limited as described herein. No other warranty, expressed or implied, including but not limited to merchantability or fitness for a particular purpose, is made and none shall be imputed or presumed. In no event shall AZ be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care), negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the provision of or failure to provide services, even if AZ has been advised of the possibility of such damages. The entire liability of AZ, and Client's exclusive remedy for all of the foregoing, shall be limited to the total value of this Agreement. These limitations, exclusions, and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

Assignment and Subcontracting

AZ shall be entitled at all times to assign its rights under the contract (in whole or in part) or to subcontract any part of the work or services to be provided under the contract as it deems necessary or desirable.

Confidentiality

Except as required by law, neither party shall use (except for purposes connected with the performance of its obligations hereunder), divulge, or communicate to any third party any information of the other it reasonably knows to be confidential, or that has been specifically identified as confidential or proprietary.

Notices

Any notice hereunder shall be deemed to have been given if sent in writing to the party concerned at its last known address with confirmation of receipt. Notice to AZ shall be submitted through the contact page on this website and shall be deemed given upon AZ's written acknowledgment.

Waiver

Failure by AZ to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right, nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

Applicable Law

Unless otherwise agreed in writing, the terms and conditions contained herein shall be governed by and construed under the laws of the State of Tennessee, USA. Any dispute arising from these Terms shall be resolved exclusively in the state and federal courts located in the State of Tennessee.