INVOICE

TERMS AND CONDITIONS

PRICES AND PAYMENT

  1. All shipments shall be invoiced as the date of shipment and at the price in at the time of shipment regardless of the date of order. Seller’s prices do not include taxes, and accordingly, Buyer shall pay all present or future sales, use, excise or other similar taxes applicable to the sale or transportation of the products
  2. Net Payment is due thirty days from date of invoice. Interest will be charges at the maximum rate allowed by law after the net due date. Retainage is not allowed except with Seller’s prior written approval.
  3. Seller reserves the right to alter or suspend credit and/or to change credit terms at any time when, in its sole opinion, the financial condition of Buyer warrants it. Seller may require, prior to shipment, cash payment or satisfactory security from the Buyer, including but not limited to security agreements, financing statements or other documents executed by Buyer.
  4. Any prompt pay discounts offered by Seller are exclusive of shipping costs. The seller reserves the right to suspend prompt payment discounts at any time in its sole discretion.

ORDERS and SHIPMENT

  1. All orders are subject to approval and final acceptance by Seller. Seller may refuse to accept any order for any reason whatsoever.
  2. Delivery is to be F.O.B. Seller’s factory. Risk of loss passes to Buyer when Seller’s products are delivered to the carrier at the shipping point.
  3. Buyer will inspect delivery for visible freight damage and notify the carrier upon receipt. Buyer will inspect the products within a reasonable time after receipt thereof and if Buyer fails to notify Seller within thirty days after receipt that the products are defective in any respect, buyer will have waived any rights or claims against Seller.
  4. Orders for products made to Buyer’s specifications are not subject to cancellation by Buyer. Products made to Buyer’s specifications must be inspected and accepted by Buyer before shipment. After shipment, Buyer shall have no rights or claims against Seller for such products.

SELLER’S REMEDIES

  1. If Buyer fails to pay any sum payable by Buyer when Due, Seller may declare all unpaid invoices immediately due and payable, and, in addition to any other remedy permitted by law, Seller may (1) recover the balance of all amounts due, (2) with or without notice or legal process enter any premises where the products may be and take possession of them, (3) withhold all subsequent deliveries until the full account is settled, and (4) incur attorney’s fees and expenses in the exercising any of its rights and remedies, which Buyer agrees to pay. Seller’s rights hereunder are cumulative and not alternative, and Seller’s waiver of any right shall not be waiver of any of its other rights.
  2. Where Seller retains possession of the original Bill of Landing. Seller reserves the right to possession of the products and the right to stop the products in transit and to demand payment before delivery. Delivery of a copy of the Bill of Landing to Buyer shall not constitute a waiver by Seller.

LIMITED WARRANTY

All products manufactured by Seller are warranted to be free from all defects in material and workmanship and to conform to Seller’s applicable printed specifications or descriptive literature in effect at the date of shipment.

DISCLAIMER OF FURTHER WARRANTIES

EXCEPT AS SET FORTH ABOVE, THERE IS NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), CONCERNING THE PRODUCTS AND NONE SHALL BE IMPLIED BY LAW.

Limitations of Buyers remedies

  1. Seller’s liability in the performance of the above warranty is limited to the replacement or repair. at Seller’s sole discretion, of products which are proven defective within one year after shipment thereof by Seller, provided that (1) such products have been subjected to applicable standards and practices of Seller’s sales literature and/or the trade for safety and application as relates to transportation, handling, storage, instillation and usage; and (2) that Buyer has promptly notified Seller of any alleged defects in material or workmanship in products manufactured by Seller. Buyer shall permit Seller or its agents to inspect the alleged defect at such location as Seller shall determine. Buyer shall pay for the costs of shipment of any allegedly defective products to Seller
  2. Seller’s Liability for damages to Buyer for any cause whatsoever, regardless of the form of action, shall in no event exceed the price of the specific product(s) which caused the damages. Seller shall not be liable, and Buyer waives all claims against Seller. for incidental or consequential damages based upon negligence, breach of warranty, strict liability in tort or any other causes of action. Seller shall not be liable to Buyer for any loss, damage or injury to persons or property resulting from Buyer’s transportation, handling storage, installation or usage of products.
  3. Any product replaced by Seller shall become the property of Seller and shall be returned to Seller F.O.B. city of shipment by Buyer

FORCE MAJEURE

Seller will not be liable for non-performance or delay in performance due wholly or partly to any cause beyond its control or not avoidable to reasonable diligence. Upon the occurrence of any such contingency, Seller may suspend its performance for as long as the effects of such contingency impair its ability to accidents; inability to obtain fuel, power, labor, materials or transportation necessary to produce the products without litigation or the payment of penalties or un-reasonable prices, or the acceptance of unreasonable terms and conditions; acts of God or Belligerent powers; wars sabotage; explosion; riots; civil unrest; fire; floods; lightning or storms.

MISCELLANEOUS

  1. Any order accepted by Seller shall not be assignable by Buyer, in whole or in part, without Seller’s written consent.
  2. There shall be no waiver or modification of any of the provisions of this contract unless in writing signed by a duly appointed agent of Seller.
  3. Invalidity of one or more of the terms and conditions herein shall not render invalid any of the rest of terms and conditions.
  4. All notices must be in writing and mailed or delivered to Seller at its home office.