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SERVICES. Q1 sells wireless phones, accessories, data products and parts ("Products"), and services associated with the wireless industry. Q1 reserves the right to amend, cancel or alter these services at Q1's sole discretion.
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DEFINITIONS / PRODUCT CONDITIONS. For clarity in all transactions, Products sold by Q1 fall into the following defined condition categories:
- "New" means factory-sealed, unused product in original OEM packaging with no prior activation or use.
- "Refurbished" means product restored to good working condition through repair, replacement or reconditioning processes. Packaging may or may not be original.
- "Tested" means product assessed for basic power-on and functional performance but not refurbished or reconditioned.
- "Used" means product previously activated or utilized by an end user and may show signs of wear or prior handling.
- "As-Is" means product sold with no representation or warranty of any kind as to condition, completeness or functionality, and without eligibility for return, credit or replacement.
- "Production Fallout" means product that did not meet OEM quality standards, may contain cosmetic or functional defects, and is sold without warranty.
These condition categories apply to all Products sold under this Agreement unless otherwise stated in writing.
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ENVIRONMENTAL. Both parties explicitly agree (i) to comply with all applicable local, state, federal and international environmental regulations and guidelines, (ii) that any end-of-life Products obtained from Q1, including scrap handsets, batteries, accessories and components, will under no circumstances be sent to a landfill, (iii) that all such end-of-life materials will be sent to a qualified recycler located in a member country of the Organization for Economic Cooperation and Development, and (iv) to contact Q1 for guidance regarding Q1's environmental requirements, including approved recycling methods and end-of-life product management procedures.
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ORDERS AND SHIPPING. Q1 agrees to ship orders within the agreed upon time of the order and after receipt of the undisputed funds from you. You are responsible for all reasonable shipping charges including freight, handling, import taxes, duties and other similar charges. All products are shipped directly by Q1 unless otherwise stated. If you desire inspection prior to shipping, it is Your responsibility to coordinate with Q1. Delivery is FOB Shipping Point, with title and risk of loss transferring to You upon Q1's tender to the carrier. At Your request, Q1 will use an approved freight carrier, cover upfront freight costs, and add such costs to Your invoice. Q1 is not responsible for delays, carrier errors or customs holds.
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TITLE AND SECURITY INTEREST. Title to all Products will remain with Q1 until the corresponding invoice is paid in full. Q1 retains, and You hereby grant, a purchase-money security interest in all Products sold on credit terms, together with all proceeds thereof, until payment has been received in full. Q1 may, at its option, file UCC-1 financing statements or similar notices to perfect its security interest, and You agree to execute any documents reasonably required to facilitate such filings. Risk of loss transfers as stated in the Shipping section, but title will not transfer until all amounts owed to Q1 are satisfied.
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PAYMENT TERMS. Q1 standard payment terms are wire transfer in advance, and all invoices will include applicable wire transfer fees charged by the originating or intermediary bank. Customers with satisfactory audited financials or an exemplary payment history with Q1 may inquire about COD or Open Credit terms, both of which remain subject to Q1's approval in its sole discretion. For convenience, domestic credit cards are accepted and invoicing will include a surcharge to cover transaction fees. For wire transfer and credit card orders, all applicable funds must post to Q1's bank account within the stipulated time frame. If funds do not post as required, Q1 may cancel the order, release the Products for sale to another buyer, and revoke any offered credit terms.
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TAXES. Any Sales tax, transfer tax, or any other tax or fee which may be assessed by any jurisdiction having taxing authority over any transaction conducted with Q1 will be Your sole responsibility. Q1 is not responsible for the calculation of any taxes or the reporting or remittance of any taxes to any taxing authority other than those required to be collected and remitted by Q1 under the laws of the State of Florida. You agree to indemnify Q1 for any taxes, penalties or interest arising from Your failure to report or remit taxes properly.
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WARRANTY. Q1 offers a warranty on new, tested and refurbished Products as stipulated on the Website and, unless expressly stated otherwise, solely for Products (i) sold to the original purchaser, and (ii) for which a warranty request is received within the corresponding number of stipulated calendar days from the date of original invoice. For approved warranty returns, if exchange or repair is not available, a credit will be issued to Your account for future purchases only. Any missing Product, mismatched serial number or Product physically altered beyond its originally shipped condition may result in a partial or complete forfeiture of replacement value. Q1 does not provide any warranty for used, as-is, production fallout or repair-stock Products, all of which are purchased at Your risk.
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RETURNS. Please contact Q1 Customer Service per the instructions on the Website for all return requests. Requests must be submitted before any shipment, must include a complete list of electronic serial numbers (IMEI, ESN or MEID) and must describe the defect experienced. Once reviewed, a Return Authorization Number ("RAN") will be issued for all Products eligible for return. RANs expire if the Product is not received by Q1 within the stated return window. Equipment returned without a valid RAN will be refused and returned to You at Your cost, and no credit will be issued.
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PRODUCT RECALLS. In the event of any manufacturer, carrier or regulatory recall, withdrawal or safety notice, You agree to cooperate fully with Q1. Such cooperation includes immediately ceasing all sales of the affected Products, notifying Your customers as required, segregating any remaining inventory and returning affected Products to Q1 promptly upon request. Q1 will determine, in its sole discretion, whether credit, replacement or refund will be issued for recalled Products.
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WARRANTY DISCLAIMER. WE PROVIDE OUR SERVICES AND PRODUCTS AS IS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, Q1 AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Q1 does not guarantee continuous, uninterrupted or secure access to the Website, and Website operation may be affected by factors outside Q1's control. Q1 is not responsible for any failure to process orders, any system interruptions or any outages, delays or errors of any kind.
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DEVICE DATA AND PRIVACY. You acknowledge that Products may contain software capable of storing, transmitting or retaining data, including personal or customer information. You are solely responsible for ensuring that any devices You purchase, handle, resell or return under this Agreement are properly wiped, sanitized and processed in compliance with all applicable privacy, data protection and security laws. Q1 does not accept or assume any liability for any data that may be present on any device at any time, including any loss, disclosure, misuse or failure to remove such data.
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LIMITATION OF LIABILITY. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTIES FOR LOSS PROFITS, LOSS OR USE, OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SERVICES, USE OF THE WEBSITE, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE) EVEN IF EXPRESSLY MADE AWARE OF THE POSSIBILITY THEREOF. OUR LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE (WHETHER SUCH LIABILITY ARISES FROM BREACH OF WARRANTY, BREACH OF THIS CONTRACT OR OTHERWISE. AND WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY) IS LIMITED TO THE AMOUNT OF FEES ACTUALLY RECEIVED BY Q1 FOR THE SPECIFIC TRANSACTION GIVING RISE TO THE CLAIM. YOU ACKNOWLEDGE THAT THESE LIMITATIONS ARE A MATERIAL PART OF THE BARGAIN BETWEEN THE PARTIES.
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INDEMNIFICATION. You agree to indemnify, defend and hold harmless Q1 and its officers, directors, employees, affiliates, suppliers and carriers from and against any and all claims, demands, actions, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Your breach of this Agreement; (ii) Your misuse, resale, modification, export, re-export or distribution of any Product; (iii) Your violation of any applicable law, regulation, carrier policy or OEM requirement; (iv) any claim relating to data, privacy or security associated with devices handled, sold or returned by You; and (v) any negligence, misconduct or fraudulent act by You or Your employees, contractors or agents. Q1 may assume the exclusive defense and control of any matter subject to indemnification, and You agree to cooperate fully in such defense. This indemnification obligation survives termination of this Agreement.
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COPYRIGHT AND TRADEMARK NOTICE. The Website is owned and operated by Q1. Unless otherwise specified, all materials appearing on the Website, including text, site design, logos, graphics, icons, images and the selection and arrangement thereof, are the exclusive property of Q1. All software used on the Website is the sole property of Q1 or its vendors. You may use Website content solely for viewing and purchasing Products. No materials from the Website may be copied, reproduced, modified, republished, uploaded, posted, transmitted or distributed in any form without Q1's prior written consent. Any unauthorized use of Website materials may violate copyright, trademark and other laws and may result in civil or criminal penalties. All trademarks and service marks are the property of their respective owners, and You may not use any trademark without the owner's express written permission.
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YOUR INFORMATION. For purposes of this Agreement, "Your Information" means any information You provide to Q1 or other users during registration, ordering or in any correspondence. You are solely responsible for Your Information. Q1 acts only as a passive conduit for Your online publication of such information. Q1 may take any action it deems necessary or appropriate in its sole discretion if it believes Your Information may create liability or cause loss of services from any ISP or supplier. You represent and warrant that Your Information: (a) is true, accurate and not misleading; (b) is not fraudulent; (c) does not infringe any third-party rights; (d) is not obscene, lewd or abusive; and (e) does not contain viruses, malware, worms, Trojan horses or any harmful code intended to damage, interfere with or intercept any system or data. Q1 will use Your Information only in accordance with its Privacy Policy, which You agree to review and accept.
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LINKS. The Website may contain links to other sites on the Internet that are owned and operated by third parties. You acknowledge that Q1 is not responsible for the content, operation, or security of any such site and makes no representations concerning their accuracy or reliability. Access to any third-party website is at Your sole risk.
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EXPORT CONTROLS AND SANCTIONS. You acknowledge that the Products may be subject to United States export control laws, sanctions programs and trade restrictions, including the Export Administration Regulations ("EAR"), the Office of Foreign Assets Control ("OFAC") regulations and all related statutes. You agree to comply fully with all such requirements at all times. Without limiting the foregoing, You will not directly or indirectly export, re-export, transfer, divert, sell, consign or otherwise make available any Product to (i) any country, entity or individual subject to U.S. embargoes, sanctions or restrictions, (ii) any end user engaged in prohibited military, intelligence or surveillance activities, or (iii) any person or entity listed on any U.S. government denied party, restricted party or blocked persons list. You further represent and warrant that You are not acting on behalf of, or for the benefit of, any such restricted party and that You will implement and maintain internal controls sufficient to prevent violations of this Section. Q1 may immediately suspend shipments, cancel orders or terminate Your purchasing privileges upon any suspected or actual breach of this Section, and may disclose information to governmental authorities as required by law. Compliance with this Section is a material condition of every transaction under this Agreement.
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ANTI-DIVERSION. You agree that You will not alter, remove or tamper with any IMEI, serial number, software, firmware, branding or labeling on any Product. You will not unlock, flash, jailbreak, modify, reprogram or otherwise interfere with or circumvent any carrier, OEM or manufacturer software, activation lock, warranty seal or programming. You will not sell, consign or transfer any Products into unauthorized channels, restricted territories, online marketplaces or secondary markets without Q1's prior written consent. Q1 may immediately suspend shipments or purchasing privileges upon any suspected or actual diversion, unauthorized resale or tampering, and You agree that all such conduct constitutes a material breach of this Agreement.
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CARRIER AND OEM COMPLIANCE. You agree to comply with all applicable carrier, OEM and manufacturer requirements relating to the sale, resale, distribution, activation, programming, branding or use of the Products. Such requirements may include channel restrictions, market limitations, activation rules, software or firmware protections, warranty policies, MAP or MSRP pricing rules and any other directives imposed by the relevant carrier or OEM. You will not misrepresent any affiliation with any carrier or OEM or imply that You are an authorized representative unless expressly permitted in writing. Q1 may immediately suspend shipments or terminate Your purchasing privileges upon any suspected or actual violation of this Section.
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LEGAL COMPLIANCE. Both parties agree to comply with all applicable laws, statutes, ordinances and regulations regarding the use of the Website, the purchase and resale of Products and the performance of this Agreement. You represent and warrant that You will not use any Products in violation of United States export control laws, trade restrictions or carrier-specific resale requirements. Q1 may suspend or terminate Your purchasing privileges if it reasonably believes You have violated any applicable law or regulation.
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INDEPENDENT CONTRACTOR STATUS. This Agreement does not create and will not be construed as creating a partnership, joint venture, agency, franchise or other relationship between the parties. Both parties will operate under this Agreement as independent contractors, and neither party has authority to bind the other in any manner unless expressly stated in writing.
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GOVERNING LAW. This Agreement will be governed by the laws of the State of Florida, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
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DISPUTE RESOLUTION. For sales to any other buyer incorporated in or a resident of the United States, the parties acknowledge and agree that the Middle District Courts, located in Orange County, FL, U.S.A., will have sole and exclusive authority to hear and adjudicate any dispute arising out of or related to this Agreement and each party hereby irrevocably consents to the jurisdiction of such courts. For sales to a Buyer incorporated outside the United States or a non-United States resident, any and all claims, controversies or disputes, whether in contract or in tort, arising out of or related to this transaction or the breach, termination or validity of any agreement related hereto or arising out of or related to the sale or use of any furnished (a "Dispute") will be resolved solely by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association at the offices of the AAA in Florida and conducted in English. Each party will appoint one arbitrator with the two arbitrators thus appointed selecting a third arbitrator. The arbitrators must be practicing or retired attorneys. The arbitrators will be empowered to resolve all Disputes, whether in contract or in tort, and to award any remedies authorized by this Agreement any applicable statute or common law. Discovery will be allowed as contemplated by the United States Federal Rules of Civil Procedure. All arbitration proceedings, including all evidence and statements, will be confidential and will not be used or disclosed for any other purpose. Each party will pay its own attorney's fees and expenses; all other expenses of arbitration will be equally divided between the parties, provided, however, the arbitrators will have the authority to assess any of the foregoing costs against any party acting in bad faith. The award of the arbitrators will be final and binding and is the sole and exclusive remedy of the parties regarding any Disputes hereunder except that nothing contained in this Agreement will prohibit either party from seeking injunctive relief or equitable remedies in a court of competent jurisdiction or pursuing other equitable remedies. A judgment on the award may be entered in any court having jurisdiction thereof. The award will be in U.S. dollars and will earn interest from the date of the award until satisfied in full at the United States prime interest rate as reported in The Wall Street Journal on the business day immediately preceding the date of the award. Should either party bring any legal action against the other with respect to any claim required to be arbitrated under this Agreement by any method other than arbitration, the other party will be entitled to recover from such party all damages, costs, expenses and attorney's fees incurred as a result of such action.
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GENERAL. You may not sell, transfer or assign any rights or obligations under this Agreement without the prior written consent of Q1, and any attempted assignment without consent is void. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force. Headings are for convenience only and do not affect interpretation. Any amendments or modifications to this Agreement must be made in writing by Q1 and will be effective only as expressly stated. The provisions that by their nature should survive termination will survive, including warranty disclaimers, limitations of liability, indemnity obligations and payment obligations.
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NO WAIVER. A breach of any term or provision of this Agreement by either party will not constitute a waiver of any subsequent or similar breach. No waiver will be effective unless in writing and signed by the party against whom the waiver is asserted. This Agreement sets forth the entire understanding between the parties regarding the subject matter and supersedes all prior oral or written agreements or understandings. No representations or promises not expressly contained in this Agreement are binding.
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CONFLICTING TERMS. These Terms and Conditions apply to all transactions between You and Q1 unless a separate written agreement expressly supersedes a specific provision herein. In the event of any conflict, the terms of such written agreement will control only with respect to the specific subject matter in conflict, and all remaining provisions of these Terms and Conditions will continue to apply.
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INTEREST ON LATE PAYMENTS. A monthly late charge will accrue on any undisputed amount not paid in accordance with the terms stated on the invoice at the lesser of one and one half percent (1.5%) per month or the maximum rate permitted by applicable law. Interest will accrue until the balance is paid in full, and Q1 may suspend further shipments or credit terms until all past due amounts are received.
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COSTS OF COLLECTION. You agree to pay all collection costs incurred by Q1 in recovering any unpaid account balance, including court costs, collection agency fees and reasonable attorney fees of not less than thirty three percent (33%) of the unpaid principal and interest. Q1 may also recover all costs associated with enforcing any judgment entered against You.
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VERIFICATION. You agree that Q1 may obtain credit reports, trade references, bank verifications and any other information deemed necessary to evaluate and monitor Your creditworthiness, both at account opening and at any time thereafter. You authorize all third parties to release such information to Q1 upon request.
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TRUE AND CORRECT INFORMATION. You warrant that all information provided to Q1 is true, correct and complete, and that You have read, fully understand and agree to the Q1 Warranty Statement, Return Policies and these Terms and Conditions. You agree to promptly notify Q1 of any material changes to Your business, including ownership changes, financial condition changes or changes affecting Your ability to pay.
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RESTOCKING. If a shipment is refused or not accepted for any reason, You will be responsible for a restocking charge equal to ten percent (10%) of the invoice value, plus all actual freight charges incurred, except where refusal is due to damage or error caused by Q1. There will be a ten percent (10%) restocking charge on all returned merchandise unless such charge is waived in writing in advance or where the return is based on Q1's negligence. Returned Products must be in the same condition in which they were shipped, and Q1 may inspect all returns before issuing credit.
By signing this Agreement, You authorize Q1 to obtain, review and continuously monitor Your credit profile, including business credit reports, soft credit inquiries, trade references and bank information, both at account opening and at any time thereafter. You authorize Q1 to verify Your ownership structure, officers, control persons, EIN, state registrations and tax status as needed to evaluate or update Your creditworthiness. You further authorize all banks, financial institutions, credit bureaus, trade partners, carriers, OEMs and other third parties to release information requested by Q1 without further notice to You. Q1 may contact such parties for verification of payment history, account standing, financial condition, resale history and any other information relevant to credit decisions.
You agree to provide updated financial information, including financial statements or tax returns, upon request. You acknowledge that Q1 may adjust, reduce, suspend or revoke any credit terms or limits at any time based on the results of any credit review or any changes in Your financial condition, payment history or business operations. You certify that all information provided in connection with this Application is true, correct and complete, and You consent to Q1's use of all collected information for internal credit evaluation, risk scoring, account monitoring and credit decision-making. You agree to receive credit-related notices electronically.
You warrant that all information stated is true and correct, and that You have read and fully understand and agree to Q1's Terms & Conditions above. If You have any questions about this Agreement, please contact us.
