GENERAL TERMS AND CONDITIONS OF SALE
1. Buyer’s acceptance of the products sold by Seller, shall be full and final agreement by buyer to these Terms and Conditions of Sale, which constitute the only binding contract between the Parties in the absence of written contract. If the parties have executed a written contract covering the products, the provisions of that contract shall prevail over any conflicting provision state herein.
2. Seller shall not be obligated to sell or deliver any quantity of products beyond the amount, if any, which in Seller’s sole judgment is available for such purpose at the date of shipment and at the point source from which such products are normally shipped.
3. PRICE; PAYMENT. The price(s) of the products covered by this agreement shall be Seller’s unit prices at the date of If applicable,
- Buyer is entitled to an additional allowance which will be credited under a separate credit
or
- Any additional allowances to which Buyer may be entitled will be credited under a separate credit
Buyer agrees to pay by electronic funds transfer or at Seller’s option, cash, certified or cashier’s check, money order, or other means approved by Seller for all products delivered to Buyer except deliveries for which credit has been previously arranged in writing with Seller. Payment shall be made to Seller’s location specified on the invoice unless otherwise specified by Seller. Seller has the right to assess a late payment charge of the lesser of 1.5% per month or the maximum amount allowed by the law to be prorated daily.
4. SECURITY Seller hereby reserves a purchase money security interest in the products sold and the proceeds thereof, in the amount of its purchase price. In the event of default by Buyer of any of its obligations to Seller, Seller shall have the right to repossess the products sold hereunder and without liability to Buyer. In such event, Buyer agrees to make the products available to Seller so that Seller can repossess them without a breach of the peace. These security interests will be satisfied by payments in full. A copy of the invoice may be filed with appropriate authorities at any time as a financing statement and/or chattel mortgage, in order to perfect Seller’s security interest. On request of Seller, Buyer will execute financing statements and other instruments Seller shall desire to perfect its security interest.
5. Any tax, excise, or governmental charge imposed upon the sale, storage, use or transportation of any product sold hereunder, which Seller may be required to pay shall be paid by Buyer to Seller if not included in the purchase price. Buyer shall provide Seller, on request with properly completed exemption certificates for any tax from which Buyer claims exemption.
6. TITLE; RISK OF Title to the product and risk of loss shall pass to Buyer upon delivery to a carrier or into Buyer’s transport unless specifically sold “f.o.b. Buyer’s location.” If Seller is to pay freight, selection of carrier and routing of shipments shall be at Seller’s option.
7. SAMPLING AND Buyer shall make an examination and test of any material delivered hereunder immediately upon receipt and failure of Buyer to give notice within ten (10) days after the receipt of such product shall be unqualified acceptance of said product.
8. PRODUCT RETURNS. Return of products other than non conforming products shall be subject to the sole approval of Seller. Returns shall be subject to a fifteen percent (15%) restocking fee. Buyer shall bear the cost of shipping and handling charges to return the products to Seller’s designated location. Only unopened products in their original factory-sealed containers shall be All returned products are subject to inspection by Seller and may be refused by Seller.
9. LIMITED WARRANTY. THE PRODUCTS SOLD BY SELLER SHALL BE OF MERCHANTABLE QUALITY AND SHALL CONFORM TO SELLER’S CURRENT STANDARD SPECIFICATIONS OR SUCH OTHER SPECIFICATIONS AS SHALL HAVE BEEN MADE EXPRESSLY A PART OF THIS SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, OF FITNESS FOR PARTICULAR USE OR OTHERWISE, WHETHER USED SINGLY OR IN COMBINATION WITH OTHER SUBSTANCES OR IN ANY PROCESS.
10. LIMITATION OF CLAIMS. Defective or nonconforming products shall be replaced by Seller without any additional charge, or in lieu thereof, if Seller elects. Seller may upon return of the products, refund the purchase price. Buyer’s remedies shall be limited exclusively and solely to replacement of defective or nonconforming products or at the election of Seller, to return of the products and repayment of price. In no event shall seller be liable for any special, incidental, consequential or exemplary
In the course of dealing between the parties notwithstanding, any claim by Buyer shall be deemed waived unless presented.
11. FORCE MAJEURE. No liability shall result to either party from delay in performance or non-performance in whole or in part caused by circumstances reasonably beyond the control of the party affected.
12. No waiver by either party of any breach of any of the provisions hereof or similar provisions contained in a prior agreement shall be construed as a waiver of any succeeding breach of any provision stated within.
13. GOVERNING LAW. This agreement shall be construed and enforced under laws of the State of
14. ENTIRE AGREEMENT. THERE ARE NO ORAL UNDERSTANDINGS, REPRESENTATIONS OR WARRANTIES AFFECTING THIS CONTRACT, SELLER IS NOT BOUND BY ANY TERMS ON PURCHASE ORDER FORMS WHICH ATTEMPT TO IMPOSE ANY CONDITIONS AT VARIANCE WITH THE SELLER’S TERMS AND CONDITIONS OF SALE WHICH ARE INCLUDED SELLER’S FAILURE TO OBJECT TO PROVISIONS CONTAINED IN SUCH FORM SHALL NOT BE DEEMED A WAIVER OF THE PROVISIONS OF THE SELLER’S TERMS AND CONDITIONS.