STANDARD TERMS AND CONDITIONS OF SALE
Date of Last Revision: 19 August 2024
ORDER ACKNOWLEDGMENT/INVOICE
1. Acceptance.
Seller’s acceptance of Buyer’s purchase order is expressly made conditional on buyer’s acceptance of the following terms and conditions of sale which are in lieu of any additional or difference terms contained in Buyer’s agreement. Buyer’s assent to the terms and conditions contained in this document shall be conclusively presumed from Buyer’s acceptance of all or any part of the goods from payment by Buyer for all or any part of the goods. None of these terms and conditions may be added to, modified, superseded, or otherwise altered, except by a written instrument signed by an authorized executive of Seller. Failure of Seller to object to any terms or conditions which may be contained in any document or form of Buyer shall not be construed as a waiver of these conditions, nor as an acceptance of any such terms and conditions.
2. Payment Terms.
Payment terms are net thirty (30) days from the date of this invoice. Any payments not made within thirty (30) days of the date of this invoice shall be subject to a late payment charge of 5% per month (compounded) on the unpaid balance of any amount then past due. Past due balances beyond 30 days are deemed a default payment subject for referral to competent courts as stipulated in Para 12 below.
3. Taxes.
The quote purchase price may be increased to the extent that Seller’s cost of the product sold hereunder may be increased as a result of (1) any agreements, codes, or legislative enactments made or enacted pursuant to federal, state of municipal legislation; and (2) increase in the cost of labor or raw materials. In addition to paying the quote purchase price, Buyer is solely liable for an excises, levies or 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, consumption, or transportation of any of the goods covered hereby, and Buyer agrees to pay the amount thereof on the same terms as it shall pay the quoted purchase price.
Goods. The foregoing shall constitute the sole remedy of Buyer and the sole liability of Seller under this warranty.
4. Limitation of Liability.
Seller’s liability to Buyer, whether in contract, in tort, under any warranty, negligence or otherwise, shall not exceed in any case the return of the amount of the purchase price paid by Buyer and under no return of the amount of the purchase price paid by Buyer and under no circumstances shall Seller be liable for special, in direct, or consequential damages. The price stated for the goods is consideration for limiting Sellers’ liability. No action, regardless of form, arising out of the transactions under this invoice may be brought by Buyer more than (1) year after the date of the invoice. Without limitation of the foregoing, in no event will Seller be responsible or liable for (A) penalties or penalty clauses of any description, or (B) indemnification of Buyer or others or costs, damages, or expenses arising out of or related to the goods.
5. Returns.
No Goods shall be returned for credit without first obtaining written consent from an executive officer of Seller.
6. Shipment.
Buyer shall assume all risk of loss or damage upon delivery by Seller to the carrier at the point of shipment. Scheduled dates of delivery are determined from the date of Seller’s acceptance of any order or orders placed by Buyer and are estimates of approximate dates of delivery, not a guaranty of a particular date of delivery. Seller shall not be liable for any damages caused by failure or delay in shipping the goods described herein, if such failure or delay is due to any war, embargo, riot, fire, flood, accident, mill condition, strike or other labor difficult, an act of Buyer, an act of God, an act of governmental authority, transportation shortage or failure, inability to obtain sufficient fuel, labor, materials, or manufacturing facilities, or any other cause beyond the reasonable control of Seller.
7. Security Interest.
Shipments, deliveries and performance of work by Seller shall at all times be subject to approval of and requirements of the credit department of Seller, including the requirement that Buyer pay part of all of the purchase price in advance. Seller retains a purchase money security interest in all Goods not paid for in full, notwithstanding that the goods have been delivered to Buyer, and Buyer hereby authorized Seller to execute file financing statements describing the Goods, and other document which may be required by Seller to evidence its security interest.
8. Cancellation.
Orders accepted by Seller are subject to cancellation by Buyer only upon the express written consent of Seller. Upon such cancellation and consent, Seller shall cease work and hold for Buyer all completed and partially completed articles and work in progress and Buyer shall pay Seller: for all work and materials that have been committed to and/or identified to Buyer’s order plus a cancellation charge as prescribed by Seller, in addition to a reasonable profit to Seller on the entire contract.
9. Indemnification.
In addition to the foregoing, Buyer agrees to save and hold Seller harmless from any claims, demands, liabilities, costs, expenses, or judgments arising in whole or in part, directly or indirectly, out of the negligence or lack of care by Buyer or Buyer’s customers, agents, employees, or invitees involving the use of the goods supplied by the Seller. This indemnification shall include all costs, attorney’s fees and other expenses paid or incurred by or imposed upon Seller in connection with the defense of any such claim.
10. Governing Law.
This Agreement, any sales hereunder, and any claim, dispute, or controversy between Buyer and Seller arising from or relating to this Agreement or the Guarantee, its interpretation, or the breach, termination, or validity thereof, will be governed by and construed in accordance with the laws of the State of New Jersey, without regard to conflicts-of-law rules. For all Buyers who are U.S. end-users or U.S. distributors, any and all disputes arising under this Agreement will be dealt with under the exclusive jurisdiction and exclusive venue of the federal or state courts located in New Jersey, to the exclusion of all other courts. YOU AGREE TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS OF NEW JERSEY. Each party expressly agrees to submit to the jurisdiction of such courts, and waives personal service of any summons, complaint or other process and agrees that the service thereof may be made by certified or registered mail directed to it at the address listed herein. EACH PARTY FURTHER WAIVES A RIGHT TO TRIAL BY JURY.
11. Default.
In the case of default or breach by the Buyer in the performance of any or all of the provisions of this agreement, the Seller may cancel any outstanding order until the past due balances are paid. The Seller would consequently declare all obligations immediately due and payable and shall in additions have all remedies afforded by the Uniform Commercial Code as enacted in New Jersey, and any other applicable law. Buyer shall in addition, be liable for Seller’s expenses incurred in exercising any remedies available to it, including reasonable attorney’s fees and legal expenses. All unpaid obligations shall bear interest at the contract rate provided under terms of payment above.
12. Delay.
If Buyer requests deferral of deliveries, Seller’s agreement to defer delivery shall not excuse Buyer from its obligation to pay for the foods at the same times and in the same quantities as the original delivery schedule, including interest due pursuant to these terms and conditions. In addition to adhering to the original payment schedule, Buyer shall pay such storage charges as Seller may assess for storing the goods awaiting delivery. If Buyer requests deferral prior to commencement of production, Seller may require progress payments in connection with expenses for materials and services incurred by Seller in anticipation of production.