Terms & Conditions

1. About these terms

These terms govern your use of this website and any quotation, order or transaction between you and Digital Empire LLC. Digital Empire Wholesale is the brand name used by Digital Empire LLC; it is not a separate company, and any reference to Digital Empire Wholesale means Digital Empire LLC. By using this website or placing an order, you accept them.

Digital Empire LLC is a Texas limited liability company operating from Utah. Its state of formation and its operating location are different states; section 15 sets out which law governs.

Digital Empire LLC sells to businesses. By requesting a quotation or placing an order you confirm you are acting for a business and not as a consumer.

2. Order of precedence

The specific terms recorded on a quotation, invoice, order confirmation, purchase order accepted in writing by Digital Empire LLC, or any separate written agreement signed by both parties, govern that individual order. Where those terms differ from anything on this website, the order-specific terms apply to that order. These website terms apply to everything else.

Terms imposed by a supplier, manufacturer, distributor or carrier may also apply to an order and, where they do, will be identified on the quotation or order confirmation.

3. Website content

Content on this website is provided for general information about our services. It is not an offer to sell, a price list, or a representation that any particular product can be sourced. Photography on this site is licensed stock imagery used for illustration; it does not depict premises, vehicles, inventory or personnel of Digital Empire LLC, and no relationship with any entity, brand or product shown is implied.

4. Quotations

• A quotation is an invitation to place an order, not a binding contract, until it is approved by you and confirmed by Digital Empire LLC.
• Each quotation states the period for which it remains valid. After that period, pricing and availability may change.
• Quotations are based on the specification you supply. If the specification changes, the quotation may be revised.
• Pricing, availability and lead times depend on the source and can change before an order is confirmed.

5. Orders

• An order is formed when you approve a quotation in writing, or issue a purchase order referencing it, and Digital Empire LLC issues an order confirmation.
• Digital Empire LLC may decline or cancel an order, including where a product becomes unavailable, where pricing supplied by a source changes, where a specification cannot be met, or where payment requirements are not satisfied. If an order is cancelled by Digital Empire LLC, amounts already paid for the cancelled part of the order are refunded.
• Changes to a confirmed order are subject to what the source will accept and may affect price and lead time.
• Minimum order quantities are set by the source and are stated on the quotation.

6. Prices and payment

• Prices are those stated on the applicable quotation or invoice, in the currency shown.
• Payment terms, accepted methods and payment instructions are stated on the invoice for that order.
• Unless the invoice says otherwise, orders are payable before goods are dispatched.
• Taxes, duties and third-party charges are payable by the customer where they apply, whether collected by Digital Empire LLC or by the carrier or authority.
• Only use payment instructions provided on an official Digital Empire LLC invoice or secure payment page.

7. Delivery and risk

• Delivery timings are estimates provided by the source or carrier and are not guaranteed.
• Goods are shipped to the destination recorded on the order confirmation. You are responsible for the accuracy of that address.
• Unless the order documentation states otherwise, risk in the goods passes to the customer on delivery, and title passes when payment has been received in full.
• Shortage, damage or discrepancy must be reported promptly after receipt, and within any timeframe stated on the applicable quotation, invoice, order confirmation or supplier terms. See the Returns & Refund Policy.

8. Samples

Samples are supplied where a source makes them available. Sample cost and shipping are quoted and invoiced separately. A sample shows the product as supplied at that time; minor variation between a sample and a production run can occur and is not automatically a defect. Approving a sample does not commit either party to a wholesale order.

9. Customer responsibilities

• Provide accurate specifications, quantities and delivery information.
• Confirm that the goods you are ordering may lawfully be imported, sold and used in your market, and hold any licence, registration or approval that applies to you.
• Provide any documentation a carrier, customs authority or supplier requires from you.
• Inspect goods on arrival and report any problem promptly after receipt.
• Comply with the export control, sanctions and trade laws that apply to the transaction. You confirm that you are not, and are not acting for, a person or entity subject to trade sanctions or export restrictions, and that the goods will not be re-exported, sold or used in breach of those laws. Digital Empire LLC may decline or cancel an order, or withhold shipment, where doing otherwise would breach them.

You will reimburse Digital Empire LLC for fines, duties, penalties, storage, return or disposal costs, and third-party claims that arise because information you supplied was inaccurate, because a required licence, registration or document was not held or not provided, or because of a breach of the obligations in this section.

10. Warranties

Digital Empire LLC will perform its services with reasonable care and skill. Goods are supplied with the manufacturer's or supplier's warranty where one exists, and any such warranty is stated on the quotation or order documentation.

EXCEPT FOR ANY MANUFACTURER OR SUPPLIER WARRANTY STATED ON THE ORDER DOCUMENTATION, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE GOODS AND SERVICES ARE PROVIDED "AS IS" AND DIGITAL EMPIRE LLC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

11. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, DIGITAL EMPIRE LLC IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL LOSS, OR FOR LOSS OF PROFIT, REVENUE, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS, ARISING FROM AN ORDER OR FROM USE OF THIS WEBSITE, EVEN IF ADVISED THAT SUCH LOSS WAS POSSIBLE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF DIGITAL EMPIRE LLC IN CONNECTION WITH AN ORDER IS LIMITED TO THE AMOUNT PAID BY THE CUSTOMER FOR THAT ORDER.

These limits apply to every basis of claim, whether in contract, in tort including negligence, under statute or otherwise. Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud.

12. Force majeure

Digital Empire LLC is not liable for delay or failure to perform caused by events beyond its reasonable control, including supplier or carrier failure, transport disruption, industrial action, natural events, government action, or restrictions on the movement of goods.

13. Confidentiality

Each party will keep confidential the non-public commercial information it receives from the other in connection with a quotation or order, and use it only for that purpose, except where disclosure is required by law or is necessary to source, fulfil or ship the order.

14. Intellectual property

The content, layout and branding of this website belong to Digital Empire LLC or its licensors and may not be copied or reused without permission. Third-party names, brands and marks that may appear in correspondence remain the property of their respective owners, and their appearance does not imply any relationship, endorsement or authorisation.

15. Governing law and jurisdiction

These terms are governed by the laws of the State of Utah, where Digital Empire LLC operates from, and the applicable laws of the United States, without regard to conflict of law rules. The parties choose Utah law even though Digital Empire LLC was formed in Texas. The internal affairs of Digital Empire LLC as a Texas limited liability company remain governed by Texas law. The state and federal courts located in the State of Utah have exclusive jurisdiction over any dispute, and both parties submit to the personal jurisdiction of those courts, unless the order documentation records something different. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16. General

• Severability. If any provision of these terms is held unenforceable, it is modified to the minimum extent needed to make it enforceable, or severed if it cannot be. The remaining provisions stay in force.
• Entire agreement. These terms, together with the order documentation identified in section 2, are the entire agreement between the parties on their subject matter, and replace earlier discussions and representations, except for fraud.
• No waiver. A failure or delay in enforcing a right is not a waiver of it, and a single or partial exercise does not prevent further exercise.
• Assignment. You may not assign or transfer your rights or obligations without the written consent of Digital Empire LLC. Digital Empire LLC may assign these terms to a successor to its business.
• Notices. Notices to Digital Empire LLC go to the contact details in section 18. Notices to you go to the email address recorded on the order, and are treated as given when sent.
• Survival. Sections 9, 10, 11, 13, 14, 15 and this section survive the completion or cancellation of an order.
• No third-party rights. These terms do not give rights to anyone who is not a party to them.
• Relationship. Nothing in these terms creates a partnership, joint venture, agency or employment relationship between the parties.

17. Changes

Digital Empire LLC may update these terms. The version published on this page at the time you place an order applies to that order.

18. Contact

Questions about these terms: info@digitalempirewholesale.com or (385) 377-5419.

Digital Empire LLC, 7993 South 5825 West, West Jordan, UT 84081.