1. ACCEPTANCE
All sales made here are contingent upon the buyer’s consent to these terms and conditions and are subject to them. Any changes to these terms and conditions must be approved in writing and signed by an officer or other designated representative of the seller in order for them to be enforceable. When a purchase order (“PO”) or purchase contract is issued, the buyer is considered to have accepted the terms and conditions by accepting the good or service. Any purchase agreement or confirmation may be accepted or rejected by the seller at any time. Unless the seller agrees in writing, the buyer has no right to cancel or postpone shipping, delivery, or installation.
2. CHANGES
Only a written agreement signed by the buyer and seller, outlining the specific modifications to be made and any implications for the price and delivery time, may alter or amend orders from the buyer arising under this agreement. This order cannot be cancelled by the buyer unless the seller specifically agrees in writing. If this happens, Seller will notify Buyer of the entire cost of the cancellation, and Buyer consents to pay the full cost, which may include costs for storage and shipping, manufacturing non-standard materials, buying non-returnable materials, cancellation fees imposed on Seller by its suppliers, and any other costs incurred by Buyer as a result of cancelling this order that Seller permits. The parties hereto will be bound by the Seller’s independent public accountants’ certification of such costs.
3. PAYMENT
Unless otherwise specified, the terms of sale are net 30 days from the invoice date. The seller retains the right, at its sole and absolute discretion, to change such credit conditions. A serious breach of this agreement occurs when the buyer fails to pay promptly and in full. In such a case, the seller has the right to cancel this agreement and any purchase orders and to halt its execution without liable to the buyer. The buyer is not entitled to a setoff. If the entire sum owed is not paid on time, the seller will be entitled to interest at the rate of 2.5% per month until the seller is paid in full. Additionally, in order to cover the costs associated with processing, administering, and collecting past-due payments, Buyer will pay Seller a 10% late payment processing fee if any amount owed to Seller is not received by Seller within 10 days of the due date. In the event that Buyer defaults on any of the provisions of this agreement, Buyer undertakes to reimburse Seller for all costs that Seller may incur, including but not limited to reasonable legal and accounting fees and other collection costs.
4. DELIVERY, CLAIMS AND DELAYS
In addition to the actual freight costs, shipping and handling charges will be included if they are quoted or invoiced. When goods are delivered to the carrier at the seller’s shipping location, they are considered delivered to the buyer, who assumes full liability for any loss or damage during transportation and holds the seller liable. Buyer’s responsibilities under this agreement to Seller, including the need to pay the entire purchase price, will not be released or excused by loss or damage to the products once the risk of loss has passed to the buyer. The seller retains the right to choose the precise shipping method at its own discretion.
The seller retains the right to deliver in instalments; each instalment will have its own invoice and be paid for when it is due, regardless of subsequent deliveries. If an instalment is delayed, the buyer is still obligated to accept the remaining instalments.
As soon as the buyer receives any products supplied under this agreement, they must be inspected, any claims for shortages, defects, or damages must be reported in writing to the seller, and the products must be held until the seller gives written instructions on how to be disposed of.
The products will be considered to have fully complied with the terms and conditions of this agreement and to have been irreversibly accepted by the buyer if the buyer does not notify the seller within ten days of receiving them.
Any delay or failure to manufacture, deliver, or otherwise perform under this agreement due to a cause beyond Seller’s reasonable control will not result in any loss, damage, or penalty. This includes, but is not limited to, unsuccessful reactions, Buyer’s actions, embargoes or other governmental acts, regulations, or requests that affect Seller’s business operations, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm, or other acts of God, transportation delays, or the inability to obtain necessary labor, fuel, materials, supplies, or power at current prices.
5. ALLOCATION OF PRODUCTS
Without being held responsible for any performance issues that may arise, the seller may divide its viable supply among any or all buyers in the event that it is unable to meet the whole demand for the products listed in the buyer’s order for whatever reason.
6. TAXES AND OTHER CHARGES
Federal taxes, state or municipal sales taxes, use taxes, occupational taxes, and import charges are not included in the price of the products or services listed. In addition to the prices indicated or invoiced, the buyer is responsible for paying any taxes on the transaction between the seller and the buyer, including use tax, sales tax, excise tax, duty, customs, inspection or testing fee, or any other tax, fee, or charge of any kind imposed by any governmental authority.
If Seller is obligated to pay any such tax, fee, or charge, Buyer will reimburse Seller; alternatively, Buyer will give Seller an exemption certificate or other document that is accepted by the taxing authority at the time the order is submitted in lieu of payment.
7. LIMITED WARRANTY AND DISCLAIMER OF ALL OTHER WARRANTIES
For 30 days starting on the date of delivery, the seller guarantees that the goods and service meet or surpass the seller’s requirements and are free from material defects. Regarding these explicit guarantees, the buyer’s only recourse is to have the product or service repaired or replaced, or, in the seller’s discretion, to get a reimbursement of the purchase price, if any, that the buyer really paid for the nonconforming good or service.
In order to receive a refund of the purchase price, the buyer must first ship the item to the seller, subject to the refund, and give the seller the title of the item in a stable and secure manner.
The seller offers no explicit or implied warranties in the terms and conditions or elsewhere, with the exception of the express limited warranty outlined in this section 7. Seller disclaims all written, express, and implied warranties, including those of merchantability and/or fitness for a particular purpose, to the greatest extent allowed by law.
The seller makes no guarantees that the delivery or use of the products will not violate any U.S. or foreign patents that cover the product, its use in conjunction with other products, or its use in the course of any process.
The product and any literature or information about it that the seller provides are in line with the technology and circumstances that the seller has at hand. Although the buyer accepts that the interpretations, judgments, and conclusions are developed with appropriate care, they can only be regarded as opinions in any case.
Seller makes no promises regarding their accuracy or completeness. In every situation, the buyer must confirm the accuracy of any interpretation, evaluation, and conclusion provided by the seller. The product and all of its information that Seller has developed and provided are only for Buyer’s use and cannot be shared with any other person without Seller’s prior written approval, which Seller may refuse at any time. Buyer must indemnify, defend, and hold Seller harmless for any damages resulting from, connected with, or linked to the disclosure of such results to a third party in the event that Seller provides such written approval.