TERMS AND CONDITIONS
All Sales transactions will be subject to the following terms and conditions
1. PRICE. Buyer shall pay the price in effect at time of delivery, together
with transportation costs and applicable taxes. Many manufacturers now add surcharges
on their invoice. These will be added to buyers invoice in addition to prices
quoted. Prices quoted include discount for cash. In addition to the discount
for cash a prompt payment discount for Wayne and Gasboy dispensers is included
in the quoted price. The full price for dispensers must be paid within 30 days
from date of invoice. Otherwise add 2.5% to the quoted price.
2. PAYMENT. Terms for creditworthy open accounts are net thirty (30) days from
date of invoice. No further allowance for mail/delivery time is offered. Amounts
in excess of account credit limit are due upon presentation. Late charge of
one and one-half percent (1.5%) per month is charged only upon the past due
amount. Buyer agrees such a charge is reasonable because of the anticipated
or actual harm caused by the delinquency of the buyer, the difficulties of proof
of loss, and the inconvenience or non-feasibility of Seller otherwise obtaining
a remedy. The charge is not, however, an agreement, express or implied, to grant
more time for payment. Some forms of payment may require additional fees or
surcharges. Those may include but are not limited to wire transfers, credit
cards, and checks made on non-standard accounts. Cashiers checks must be cleared
(paid by the bank) before goods can be released. Deposits are required for all
non-stock or special order goods. In addition to late charges Seller may charge,
and Buyer agrees to pay, for storage of customer/non-stock goods held for more
than 30 days from date of invoice. Once invoicing has occurred the goods are
property of the Buyer even if Seller continues to store goods in Sellers warehouse.
No retainers are agreed or allowed.
3. DELIVERY. Seller shall, at its option, deliver the goods either F.O.B. manufacturer’s
plant or F.O.B. Seller’s plant. Seller shall, at its option, deliver all
of the goods at one time or in portions from time to time. Delivery dates are
approximate, subject to normal variations customary in the industry and unforeseen
delays. In no event shall Seller be liable for any damages to Buyer arising
out of any delay or lateness in shipment. Seller will use its best efforts to
effect timely delivery.
4. TITLE AND RISK OF LOSS. Full risk of loss and title passes to the Buyer upon
delivery of the goods to a carrier at the F.O.B. point. This risk of loss provision
shall govern even if: (i) Seller has made a nonconforming tender; (ii) Buyer
has revoked acceptance of the goods; or (iii) Buyer has repudiated this Agreement
after the goods have been identified to this Agreement. Buyer grants Seller
a security interest in the goods to secure payment in full. Upon Buyer’s
default in payment, Seller may, at its option, enter the property where any
goods are located and repossess the goods, with or without judicial process.
Additionally, Seller may pursue any other remedies available at law or in equity.
5. RETURN. Goods may be returned only with the prior written approval of Seller.
Returned goods must be referenced to Seller’s invoice number and must
be sent freight prepaid to the location directed by Seller. Seller may collect
a reasonable handling charge. Custom made and/or built-to-order products are
not normally returnable after the order has been placed. Some manufacturers
offer a return privilege upon payment of restock charges. Seller will implement
all available returns.
6. LIMITATION OF WARRANTIES. The sole warranty applicable to the goods is that
of the manufacturer. All warranty claims must be made within the manufacturer’s
warranty period. Seller makes no warranties, express or implied, including,
but not limited to, any implied warranties of merchantability or fitness for
a particular purpose. Any description of the goods contained in the Agreement
or on any invoice is for the sole purpose of identifying the goods, is not part
of the basis of the bargain, and does not constitute a warranty that the goods
will conform to that description. The use of any sample or model in connection
with this Agreement is for illustrative purposes only, is not part of the basis
of the bargain, and is not to be construed as a warranty that the goods will
conform to the sample or model. No employee, agent or representative of Seller
has any authority to bind Seller to any affirmation, representation or warranty
concerning any goods or to assume for Seller any other liability in connection
with any goods, except in writing, specifically included within this Agreement,
and signed by an officer of Seller. Buyer shall hold for examination by Seller
any goods claimed to be defective. In the event Buyer’s claim is substantiated
by Seller’s examination, Seller shall, at its option, repair or replace
the defective goods or credit an equitable portion of the purchase price against
future purchases. It is expressly agreed that this Section 6 states Buyer’s
sole and exclusive remedy for any breach of warranty. Buyer agrees that no other
remedy (including, without limitation, incidental or consequential damages)
shall be available. This Section 6 allocates the risk of the failure of goods
between Seller and Buyer as authorized by applicable law.
7. LIMITATION OF LIABILITY FOR DAMAGES. It is expressly agreed that Seller shall
not be responsible for any direct, indirect, incidental, special or consequential
damages whatsoever arising from breach of warranty, breach of contract, negligence,
strict liability or any other legal theory. Such damages include, without limitation,
loss of profits or revenue, cost of capital, loss of use of any equipment, or
claims of customers of Buyer for such damages.
8. FORCE MAJEURE. Seller shall be excused for any non-delivery or default in
performance in whole or in part due to acts of God, war, riot, terrorism, embargoes,
acts of civil or military authorities, fires, floods, accidents, quarantine
restrictions, strikes, differences with workmen, delays in transportation, shortage
of fuel, labor or materials, or any circumstantial cause beyond the control
of Seller in the reasonable conduct of business.
9. GOVERNMENT REGULATIONS. Seller makes no representation that the goods comply
with any present or future federal, state or local regulation or ordinance.
Compliance is Buyer’s responsibility.
10. COLLECTION COSTS. In the event Buyer defaults in the terms of payment, Seller
may recover from Buyer all costs, including without limitation, reasonable attorneys’
fees and costs including experts’ fees, whether or not such collection
includes the commencement of a lawsuit.
11. TERMS AND CONDITIONS. Seller’s acceptance of orders is expressly conditioned
upon the terms and conditions herein which shall prevail notwithstanding any
variance with the terms and conditions of any order submitted by Buyer. In the
event buyer issues a purchase order with terms and/or conditions different than
offered, the Seller may void the quotation and/or issue a re-quote. If the Seller,
solely at the Seller’s discretion, chooses to accept the purchase order
any terms and conditions which differ from those offered will resolve in favor
of those offered by the Seller and new or additional terms and conditions in
the purchase order will be void unless agreed to in writing by the Seller. No
verbal instructions, promises, agreements, utterances, etc. are binding upon
Seller.
12. LAW. California law governs this transaction.
13. MODIFICATION OF AGREEMENT. This Agreement sets forth the final expression
of the agreement of the parties with respect to the goods covered by this Agreement,
supersedes all prior or contemporaneous agreements among them concerning such
goods, constitutes a complete and exclusive statement of the terms of this Agreement,
and cannot be modified in any way, except in writing and signed by an officer
of the Seller and an authorized representative of the Buying entity. From time
to time these Terms and Conditions may be changed by Seller. Buyer agrees to
Terms and Conditions in effect at the time of order acceptance.
14. WAIVER. Waiver by Seller of a breach of any of the terms and conditions
set forth above or on the reverse side shall not be construed as a waiver of
any other subsequent breach.
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PRINT NAME TITLE
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SIGNATURE DATE
The above individual certifies that they are an authorized representative of
the Buying entity and have been authorized to commit the Buyer to these Terms
and Conditions.
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