Wholesale Terms and Conditions
Terms and Conditions of Sale
- All products are sold and furnished in accordance with these terms and conditions of sale.
- All invoices are net and due payable 30 days from date of invoice at (insert Seller’s address) unless otherwise indicated on our acknowledgement and/or invoice. Buyer shall pay interest at the annual rate of 8.0% on all overdue amounts.
- Delivery is subject to Federal and State laws and regulations, fires, strikes, disputes with workmen, floods, accidents, embargoes, delays in transportation, shortage of cars, shortage of fuel, or other material, shortage of labor and any other causes beyond the Seller’s Seller shall not be liable for damages incurred due to non-delivery or delay in delivery.
- If the Buyer fails to fulfill the terms of payment of any order between the Buyer and the Seller, the Seller may defer further shipments until such payments are made or may cancel any or all unshipped orders. The Seller reserves the right to require from the Buyer at any time satisfactory security for performance of the Buyer’s obligations under any order placed with Seller and refusal or failure to furnish such security will entitle the Seller to suspend shipment until such security is furnished or to cancel the order, or orders, or the unshipped portion
- As the use of Seller’s products is beyond its control, SELLER EXPRESSLY DISCLAIMS RESPONSIBILITY FOR THEIR SHIPPING, HANDLING, USE, STORAGE, RESULTS OBTAINED OR ANY INJURY HOWEVER CAUSED.
- LIMITED WARRANTY AND REMEDIES. Seller warrants to the original purchaser that the products sold hereunder shall be free from defects in workmanship and material upon delivery under normal use and service for a period of one year from the date of shipment. The liability of Seller under this warranty is limited to replacing, repairing, or issuing credit (at cost, FOB factory and at Seller’s discretion) for any part or parts which are returned by Buyer during such period provided that (a) Seller is notified in writing within ten (10) days following discovery of such defects by Buyer, or within ten (10) days after such defects should reasonably have been discovered, whichever is less, (b) the defective product(s) is/are returned to Seller, transportation charges prepaid by Buyer, (c) payment in full has been received by Seller for said product(s), (d) Seller’s examination of such product(s) shall disclose to Seller’s satisfaction that such defects have not been caused by improper storage, misuse, neglect, improper use, repair, unauthorized modification, alteration, act of God, or Repair or replacement of the products sold hereunder, or refund of the purchase price as provided in this warranty, is Buyer’s sole and exclusive remedy. This exclusive remedy will not be deemed to have failed its essential purpose so long as Seller is willing and able to repair or replace any defective product or refund the purchase price, in the prescribed manner.
THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, WHETHER STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. BUYER’S FAILURE TO PAY THE FULL AMOUNT DUE WITHIN THIRTY (30) DAYS OF DATE OF INVOICE SHALL OPERATE TO RELEASE SELLER FROM ANY AND ALL LIABILITY OR OBLIGATION ARISING PURSUANT TO ANY WARRANTY, EXPRESSED OR IMPLIED, WHETHER STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, MADE IN CONNECTION WITH ANY CONTRACT FORMED HEREUNDER. BUYER AGREES THAT SUCH FAILURE TO PAY SHALL CONSTITUTE A VOLUNTARY WAIVER OF ANY AND ALL SUCH WARRANTIES ARISING PURSUANT TO SUCH CONTRACT.
Seller makes no other warranties of any kind and any repair or attempt to repair products by anyone other than an authorized representative of Seller automatically voids any warranty of those products. Any oral or written statement concerning the products inconsistent with the warranty contained herein shall be of no force or effect.
LIMITATION OF ACTIONS. Any actions or claims by Buyer under this Agreement shall be brought within 24 months after shipment of the products sold by Seller hereunder, or shall be deemed barred by waiver.
- All sales are final and no return of product will be allowed, without Seller’s written approval. If for any reason the order is cancelled, Buyer shall be responsible for any and all charges applicable to said order up until date of cancellation.
- Failure of the Seller to enforce any of these conditions or to exercise any right accruing through the default of the buyer shall not affect or impair the Seller’s rights in case such default continues or in case of any subsequent default of the Buyer and such failure shall not constitute a waiver of Seller’s rights in regard to other or future defaults of the Buyer.
- IN NO EVENT SHALL SELLER BE LIABLE FOR (1) ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY TYPE OR NATURE IN CONNECTION WITH BUYER’S PURCHASE AND USE OF THE PRODUCTS HEREIN SOLD, WHETHER SAME ARISE OUT OF NEGLIGENCE, STRICT LIABILITY, IN TORT, CONTRACT OR OTHERWISE, OR (3) FOR ANY DAMAGES OF ANY KIND WHATSOEVER FOR DELAY IN SHIPMENT OR NON-SHIPMENT OF ANY GOODS ORDERED HEREUNDER, IRRESPECTIVE OF ANY FAULT OF THE No statement or recommendation made of assistance given by the Seller or its representatives in connection with the use of any products by Buyer shall constitute a waiver by the Seller of any of the provisions herein or affect the Seller’s liability, as herein defined.
- There are no understandings or agreements between Buyer and the Seller relative hereto which are not fully expressed herein, and no change made herein shall be valid unless it
- The validity, interpretation or performance of this transaction as well as the rights and duties of the parties thereunder shall be interpreted and construed pursuant to and in accordance with the laws of the State of
- Any additional or differing terms and conditions contained on Buyer’s purchase order (whether or not such terms materially alter this offer) are hereby rejected by Seller and shall not become part of the contract between Buyer and Seller unless expressly consented to in writing by Seller. If the Terms and Conditions stated in a Buyer’s order are inconsistent with the Terms and Conditions of Sale contained herein, the Seller’s acknowledgement of Buyer’s purchase order shall constitute a counter offer and the Buyer shall be deemed to accept these Terms and Conditions of Sale, unless Buyer notifies the Seller to the contrary in writing within five (5) days after receiving Seller’s
- ANY ACTION RESULTING FROM ANY BREACH ON THE PART OF THE SELLER AS TO THE PRODUCTS SOLD HEREUNDER, MUST BE COMMENCED WITHIN ONE (1) YEAR AND A DAY AFTER THE CAUSE OF ACTION HAS OCCURRED OR THE PRODUCTS ARE DELIVERED, WHICHEVER SHALL FIRST
- Buyer must comply with Seller’s unilateral policy regarding the minimum advertised price (MAP) of Seller’s products. Seller acknowledges that it has reviewed the MAP policy and that it will comply with the MAP policy.