Payment is due at time of purchase. Upon applying for such and being granted in written agreement from seller, net 30 day terms may be granted. All past due invoices will be charged 1-1/2% interest per month. Terms may be revoked by seller at any time for any reason.
Upon default by Buyer, Buyer agrees to reimburse Seller all attorney fees and court costs. All past due amounts are subject to an annual interest rate of 18% or the maximum allowable rate by law.
The buyers sole and exclusive warranty, if any, is that provided by the products manufacturer. Seller makes no expressed or implied warranties. Seller hereby disclaims all expressed or implied warranties, whether implied by operation of law or otherwise , including, without limitation, all implied warranties of merchantability and fitness or fitness for a particular purpose. Under no circumstances, and in no event, will seller be liable for personal injury or property damage, cost or repairs of incidental, punitive, special or consequential damages of any kind., whether based upon warranty, contract, strict liability, negligence or any other cause of action arising in connection with the design, manufacture, sale, transportation, installation, use or repair of the products sold by Seller. Buyer hereby acknowledges and agrees that under no circumstances, and in no event, shall Seller’s liability, if any exceed the net sales price of the defective product(s). No additional allowance shall be made for the labor or expense of repairing or replacing defective products or workmanship or damage resulting from the same. Except as expressly set forth in this paragraph. All products and or services provided by Seller and it’s employees and agents are provided “as is”, “where is” and “with all faults”.
The Buyer shall at its own expense apply for and obtain any permits and inspections required for installation and/or use of the products. Seller makes no promise or representation that the products or services will conform to any federal, state or local laws, ordinances, regulations, codes or standards, except as particularly specified and agreed upon in writing by Seller. Seller shall not be responsible for any losses or damages sustained by the Buyer or any other person as a result of improper installation or misapplication of the products. Buyer shall defend, indemnify and hold harmless Seller and its agents and employees against any loss, damage, claim, suit, liability, judgement or expense (including without limitation, attorney's fees) arising out of or in connection with any injury, disease or death of persons (including, without limitation, Buyer's employees and agents) or damage to or loss of any property or the environment, or violation of any applicable laws or regulations resulting from or in connection with the sale, transportation, installation, use or repair of the products by Buyer or of the information, designs, services, or other work supplied to Buyer, whether caused by the concurrent and/or contributory negligence of Buyer, Seller, or any of their agents, employees, or suppliers. The obligations, indemnities and covenants contained in this paragraph shall survive the consummation or termination of this transaction.
Seller will make a good faith effort to complete delivery of the products as indicated by Seller in writing, but Seller assumes no responsibility or liability and will accept no back-charge for loss or damage due to delay or inability to deliver, whether or not such loss or damage was made known to Seller. Seller shall have no liability for Seller's non-performance caused by acts of God, war, labor difficulties, accidents, inability to obtain materials, delays of carriers, contractors or suppliers or any other causes of any kind whatever beyond the control of Seller. Under no circumstances shall Seller be liable for any special or consequential damages or loss, damage, or expense (whether or not based upon negligence) arising directly or indirectly from delays or failure to give notice of delay.
All products are shipped and title passes F.O.B. Shipping Point. Risk of Loss shall transfer to Buyer upon delivery of goods to common carrier, Buyer or Buyer's representative. The cost of any special packing or special handling caused by Buyer's requirements or request shall be added to the amount of the order. If Buyer causes or requests a shipment delay, or if Seller ships or delivers the products erroneously as a result of inaccurate, incomplete or misleading information supplied by Buyer or its agents or employees, storage and all other additional costs shall be borne solely by Buyer. No claim for shortages or shipping errors will be allowed unless made in writing within seven (7) days of receipt of a shipment. All claims for products damaged or lost in transit, should be made by Buyer to the carrier, as Seller's responsibility ceases upon delivery to the carrier.
Buyer must immediately describe on Bill of Lading any damage to any and all products upon delivery. Otherwise, Buyer shall be deemed to have irrevocably accepted any and all products. Only if damage is noted on Bill of Lading, Buyer shall have seven days from the date Buyer receives any products to notify Seller, in writing, of any defects, nonconformance or rejection of such products. After such seven-day period, Buyer shall be deemed to have irrevocably accepted the products, even if damaged and even if not previously accepted. Buyer hereby agrees that such seven-day period is a reasonable amount of time for such notification. After acceptance, Buyer shall have no right to reject the products for any reason or to revoke acceptance.
This transaction shall be governed in all respects by the laws of the State of Delaware (excluding choice of law provisions) and all actions commenced shall be brought in a court of competent jurisdiction residing in Wilmington, Delaware USA.
The amount of any sales, excise or other taxes, if any, applicable to the products shall be added to the purchase price and shall be paid by Buyer unless Buyer provides Seller with an exemption certificate acceptable to the taxing authorities. Any taxes which Seller may be required to pay or collect under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use or consumption of any of the products, including taxes upon or measured by the receipts from the sale thereof, shall be for the account of the Buyer, who shall promptly pay the amount thereof to Seller upon demand. Buyer is subject to, and responsible for paying consumer use taxes in all states except Delaware.
If any provision hereof is held to be illegal, invalid or unenforceable under any present or future laws, such provision shall be fully severable and the terms and conditions herein shall be construed and enforced as if such illegal, invalid or unenforceable provision had never been made a part hereof. The remaining provisions herein shall remain in full force and effect and shall not be affected by such illegal, invalid or unenforceable provisions or by their severance wherefrom.