TERMS & CONDITIONS
TERMS & CONDITIONS OF SALE
- AGREEMENT: The terms and conditions of this Agreement shall govern all transactions relating to the subject matter addressed herein. Performance of an order does not constitute sellers agreement to or acceptance of any new or different terms, including pre-printed terms on buyers order. Any and all purchase orders issued by buyer shall be deemed subject to the terms and conditions of this Agreement whether or not such purchase orders specifically referenced in this Agreement.
- DELIVERY: Delivery of goods and materials shall be made F.O.B. Origin (Seller Facility), unless otherwise expressly agreed upon in writing. All deliveries by Seller’s Trucks are subject to a delivery charge unless prices have been specifically quoted as delivered. Buyer agrees to pay redelivery charge for any failed delivery, for any reason other than Seller’s error. Seller shall not be reliable for any delay or failure to perform, in whole or in part, caused by any such provision, restriction or regulation or by fires, floods, strikes, work stoppage, accidents, casualties, inability to procure supplies, raw material or products, delays in transportation, or other causes beyond Seller’s control. Title and risk of loss shall pass to buyer upon delivery of the products to the carrier by seller. Buyer shall be responsible for transportation charges to buyer’s location. Freight charges shall be separately identified on all invoices.
- SCHEDULE: Dates of delivery are determined from the date of seller’s confirmation of any oral agreement with buyers and are estimates of approximate dates of delivery, not a guaranty of a particular day of delivery. Seller shall not be reliable for failure or delay in shipping goods ordered if such failure or delay is due to an act of God such as a fire, earthquake, flooding, war, labor difficulties, accident , inability to obtain raw materials, or other causes of any kind whatever beyond the control of seller.
- BUYERS INSPECTION: Buyers should inspect the goods immediately on their arrival and shall within twenty-four hours of their arrival give written notice to Seller of any claim that the goods do not conform with the terms of the contract. If buyer shall fail to give such notice, the goods shall be deemed to conform to their terms of the contract and Buyer shall be bound to accept and pay for the good in accordance with the terms of the contract. Buyer expressly waives any rights Buyer may have to revoke acceptance after such twenty- four hours period.
- TAX: Any tax imposed by federal, state, or other governmental authority on the sale of the merchandise and service referred to in this confirmation shall be paid by the buyer in addition to the purchase price.
- MANUFACTURING: Seller warrants to buyer that the goods will be made in a workmanlike manner and in accordance with written specifications thereof supplied by buyer and will be made pursuant to seller’s customary manufacturing procedures.
- WARRANTY: Expect for all the warranties expressed set forth in writing on the face or reverse side of this document, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED: AND ANY IMPLIED WARRANTY OF MERCHANT-ABILITY OR FITNESS FOR A PARTICULAR PURPOSE THAT EXCEEDS THE WARRANTIES HERIN EXPRESSLY SET FORTH IS HEREBY DISCLAIMED BY SELLER AND EXCLUDED FROM THE AGREEMENT
- CLAIMS: No claims of any kind whether as to goods delivered or for non-delivery of goods, shall be greater in amount than the purchase price of the goods in respect to which such damages or claims; and failure to give notice of a claim within thirty (30) days from the date of delivery, or the date fixed for delivery, as the case may be, shall constitute a waiver by buyer of all claims in respect to such goods. The remedy hereby provided shall be the exclusive and sole remedy of the buyer; any right to the buyer to consequential and incidental damages in excluded.
- GOVERNING LAW: This agreement and all rights and obligations hereunder shall be governed in accordance with the laws of the State of California.
- TERRITORIAL: Each of the parties to this Agreement consents and submits to the jurisdiction of the Courts of California and of the Courts of the United States for a judicial district within the territorial limits of California for all purposes of the Agreement and any Ancillary Document to which it is a party, including, without limitation, any action or proceeding instituted for the enforcement of any; (a) right, remedy, obligation or liability a rising under or by reason hereof and thereof; (b) consents and submits to the venue of such action or proceeding in San Bernardino County/Orange County; California (or such judicial district of a Court of the United States as will include the same) ; (c) consents that service of legal process in any such action or proceeding may be made upon it by service upon the party by mailing a copy thereof by certified mail, return receipt requested, postage prepaid, to such party as its last known address.
- SUCCESSOR: Successors and Assigns. The terms and conditions of the Agreement shall insure to the benefit of and be binding upon the respective successors of the parties hereto.
- INTEREST: If payments are not made in accordance with this agreement, the entire unpaid principal shall bear interest at the rate of One and One Half Percent (1.5%) per month until paid. (effective annual rate of 21% ) Should this amount exceed the maximum rate permitted by applicable law, the maximum rate permitted by law shall apply. The maximum rate shall be governed by the law of the State in which the buyer’s designated billing office is located.
- COLLECTION: Time is of the essence of this contract and in case this Agreement is collected by law or through an attorney at law, or under advice there from, the buyer agrees to pay all costs of collection, including attorney’s fees. Attorney’s fees, excluding costs shall be no less than thirty-five percent of the outstanding balance or $10,000 which ever is greater.
- BUYER: If more than one party shall execute this Agreement, the term “buyer” as used herein, shall mean all parties signing this Agreement and each of them, who shall be jointly and severally obligated hereunder. All agents signing this agreement shall be equally responsible as their principal.
- SECURITY INTEREST: Seller reserves and Buyer hereby grants to Sellers, a security interest in all goods and materials purchased hereunder and in any proceeds thereof until Seller has received payment in full or the purchase price and any other amounts due hereunder. Seller shall have all the rights and remedies of a secured party under the Uniform Commercial Code, and Buyer agrees, at Seller’s request, to execute financing statements and to take such other Action as Seller may reasonably request to carry out the intent of the Section.
WAIVER: No failure of Seller to insist upon strict compliance by Buyer with the terms and condition of this acknowledgment or to exercise any right accruing from any default of Buyer shall impair Seller’s right in case Buyer’s default continues or in any case of any subsequent default by Buyer. Waiver by Seller of any breach contract shall not be construed as a waiver of any other existing or future breach.