The following Standard Terms and Conditions shall cover all sales, offers, catalogs, proposals, and/or quotes between you the (“Buyer”) and our company the (“Seller”.)
PAYMENT TERMS: Buyer’s payment for goods is due when the order is placed unless arrangements for credit have been previously made and approved by the Seller. If Buyer fails to pay Seller’s invoice pursuant to the terms hereof or any other terms granted to Buyer, Seller may cancel all Buyer’s pending orders, terminate all credit privileges, discontinue shipping any jobs in progress, and demand payment in full of any money’s owed prior to any future sales. Buyer also agrees to pay monthly service charges equal to the highest legal annual interest rate on all outstanding balances as liquidated damages.
SECURITY: Buyer hereby grants to Seller a security interest in all goods purchased from Seller until the purchase price has been paid in full. Upon Seller’s request, Buyer shall immediately provide Seller with an executed UCC-1 Financing Statement or other documents necessary to perfect Seller’s security interest in the event Buyer fails to make payments when due. Seller also reserves the right to take repossession and title tosaid materials, in addition to any rights and remedies of a secured party under the Uniform Commercial Code adopted by the State of California as effective and in force on the date of the invoice, all of which (rightsand remedies) shall be cumulative, and non-exclusive, to the extent permitted by law.
RETURN POLICY: Buyer must receive a RMA (Return Material Authorization) from Seller before product is accepted for return. Product shall be returned to the location and in accordance with the terms of the RMA instructions. Shipping and delivery costs are the responsibility of the Buyer returning the product. Seller cannot be held responsible for shipping damage. Items sent without an RMA are not eligible for credit or replacement.
PRICE POLICY: All prices and discounts are subject to change without notice.
RISK OF LOSS: All goods are specified to be sold FOB Seller’s location. Buyer shall bear the risk of loss, damage, injury, and/or liability associated with the transportation and placement of said materials, and i no case will Seller be held responsible for demurrage, shortages, or storage charges at destination.
NO EXPRESSED OR IMPLIED WARRANTIES: There are no warranties of any kind, either promissory or independently imposed by law, whether based on promises, express representations, tacit representations, descriptions or other grounds whatsoever, whether statutory or otherwise, extending beyond the description of the goods sold hereunder. Buyer expressly waives any warranties provided by law, including, but not limited to, warranties of merchantability and fitness for a particular purpose. Buyer waives all claims for breach of warranty. Buyer also waives all claims for failure of the goods sold hereunder unless such claim is made in writing and delivered to the Seller within ten (10) days after receipt of goods. Under no circumstances shall Seller be liable to Buyer for special, consequential, incidental, loss of profit, or anticipated profit, loss of business, or anticipated business, or punitive damages. Seller’s liability is limited to replacing or issuing credit (at Seller’s sole discretion) to Buyer. Buyer agrees to defend and agrees to indemnify and hold Seller harmless from any and all liability whatsoever which may arise from the use or non-use of the Buyer or by others of the goods sold hereunder, whether used singly or in a combination with other goods and/or materials.
RIGHT TO CURE: In the event of a timely claim, Seller reserves the right to cure any alleged claim within a commercially reasonable time from the date notice is received. Buyer assumes and agrees to defend, indemnify and hold Seller harmless from any and all liability whatsoever which may arise from the use, non-use, or foreseeable misuse by the Buyer or by others of the goods sold hereunder, whether used singly or in a combination with other materials.
DELIVERIES: Seller shall not be responsible for delays in shipment, or non-shipment, or delays in delivery, or non-delivery of a part, or all of the goods arising from factors outside Seller’s control. When delay results from such cause in part or in whole, Buyer is nevertheless, to accept later shipment and/or delivery and in event of non-shipment, or non-delivery, this invoice shall be void to the extent of the quantity not shipped or not delivered. If, after the date hereof and prior to the complete performance, government price, propriety, rationing, or other restrictive regulations should be instituted affecting the price or distribution of the product sold hereby or the commodities or raw material from which said are processed, Seller may, at its option, cancel a contract and any related purchase order or any undelivered portions thereof upon notice to Buyer.
PATENTS: Buyer agrees to defend and indemnify Seller, and hold Seller harmless from all suits, actions, or proceedings in which Seller is made a defendant for actual or alleged infringement of any copyright, trademark or U.S. or foreign patent resulting from Seller’s design, manufacture, labeling of and/or printing on the goods sold herein which Buyer acknowledges, are manufactured in accordance to Buyer’s specifications.
ARBITRATION: Any controversy or claim arising out of this contract, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in a court having jurisdiction.
ATTORNEY’S FEES: Notwithstanding any provision in this agreement to the contrary in the event of any action or proceeding brought on account of this agreement, the prevailing party shall be entitled to receive reasonable attorney’s fees and collection costs from the unsuccessful party in addition to any and all other relief which the prevailing party may be entitled.
GOVERNING LAW AND VENUE: This agreement shall be governed by and construed under the laws of the State of California. Buyer agrees that in the event of any action or proceeding brought hereunder, the County of Orange, State of California shall, at Seller’s exclusive option, be the appropriate forum and venue. Buyer hereby waives any right to select an alternative forum and/or venue. Notwithstanding the foregoing, Seller, at his sole option, reserves the right to institute action in any forum of proper jurisdiction.
MISCELLANEOUS TERMS: This Agreement sets forth the entire understanding between the parties relative to the subject matter of this Agreement. The terms of the Agreement shall not be cancelled, modified, superseded, varied or affected by any purchase orders, documents, or other writings submitted by Buyer to Seller unless there is an written overriding agreement signed by both parties. The provisions of the Agreement shall be incorporated into each invoice submitted by Seller to Buyer. If there is a conflict between the terms of this Agreement and any other document, including purchase orders, invoices, and other documents exchanged between the parties hereto, the parties agree that the terms and conditions stated herein shall control and govern the relationship of the parties. If any part of the Agreement is deemed unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.