 |
Stroco
Manufacturing, Inc. Conditions of Purchase
Sales Order Terms and Conditions
- PAYMENT TERMS. Unless otherwise
indicated on the face hereof, Customer
shall pay in full the net amount
of each invoice submitted by SELLER
within 30 days of the date thereof.
Payment is to be made in U.S. dollars
for each shipment hereunder. Should
any Customer check(s) be returned
by the bank for the reason of insufficient
funds, Customer agrees to pay twenty-five
dollars ($25.00) for each check returned
to SELLER as a handling charge.
- RETURNS. No goods can be
returned without prior written authorization
by SELLER.
- PRICES. All prices subject
to change without notice.
- CANCELLATIONS OR MODIFICATIONS.
An order once placed with and accepted
by SELLER can be cancelled or modified
only with SELLER’s written
consent and only upon terms that
will indemnify SELLER against any
loss arising out of such transaction.
Buyer will be responsible for all
work and material in process at time
of cancellation and will be invoiced
accordingly. Minimum cancellation
charge will be $35.00.
- DELIVERY. This order and
deliveries hereunder are subject
to all regulations and requirements
of the United States government and
any department thereof. SELLER shall
not be liable for failure to deliver
or delays in delivery occasioned
by causes beyond SELLER’s control,
including without limitation, strikes,
lockouts, fires, embargoes, war or
other outbreak or hostilities, shortages
of labor, fuel, power, or delays
of carriers or suppliers, and government
acts and regulations, or any other
contingency beyond SELLER’s
control, including inability to provide
the materials as specified.
- FINANCIAL RESPONSIBILITY.
Buyer agrees to furnish to SELLER
at any time, at SELLER’s demand,
security satisfactory to SELLER for
performance of Buyer’s obligations
hereunder. Reasonable doubt of financial
responsibility shall entitle SELLER
to stop operation, decline shipment
or stop any goods in transit without
liability, until the goods shall
have been paid for or SELLER is satisfied
of Buyer’s financial responsibility.
In the event SELLER exercises its
rights under this provision, all
unpaid invoices (or similar confirmation)
upon which Buyer is liable shall
immediately become due and payable.
- F.O.B. CONTRACT. For materials
sold F.O.B. shipping point, all transportation
and other charges in excess of the
base price applicable as extras shall
be for the account of the Buyer.
All such material is at Buyer’s
risk after delivery by SELLER to
carrier. Title to materials shall
pass to Buyer upon placement with
carrier.
- PRICE CHANGE ON PARTIAL SHIPMENT.
Prices are based on delivery of full
quantity as specified. Where orders
are cancelled in part pursuant to
the Terms and Conditions, the delivered
quantity may be priced proportionately
higher by SELLER.
- LIMITATION OF LIABILITY.
(a) SELLER shall not be liable for
any incidental or consequential damages
incurred by the Buyer, including
but not limited to, loss of profits,
loss of sales, personal injury or
any commercial loss, or any other
incidental or consequential loss,
provided, however, that in the event
any of the goods sold under this
invoice are deemed “consumer
goods” the limitation on consequential
damages for injury to the person
shall not apply. (b) The Buyer’s
sole and exclusive remedy against
the SELLER for damaged or defective
goods not in conformity with the
Buyer’s specification and the
SELLER’s liability therefore
should be limited to replacement
of such damaged, defective, or non-conforming
goods, or refund for the purchase
price as the SELLER may elect, provided
(i) the goods are proved to be damaged,
defective or not in conformity with
the specifications, (ii) Buyer has
notified the SELLER in writing of
the damage, defect, non-conformity
within ten (10) days after the delivery
of the goods, (iii) the goods have
been properly worked or used by the
Buyer, and (iv) SELLER has been given
a reasonable opportunity to inspect
the goods. Goods should not be returned
to SELLER without SELLER’s
consent. After inspection or waiver
of inspection, SELLER will arrange
for disposition or return of damaged,
defective or non-conforming goods.
Without limiting the generality of
the provisions contained herein,
in no event shall any liability or
responsibility of SELLER which may
arise in any circumstance whatsoever
exceed the price to Buyer of the
particular material in respect of
which any claim is made.
- DELIVERIES. All goods are
sold, and all shipments are made,
F.O.B. Origin. Seller will use its
discretion in routing all shipments,
and reserves the right to select
carrier and truck size. If any shipment
made in accordance with Buyer’s
instructions shall incur additional
labor or carrier costs, such costs
shall be paid by Buyer as invoices
are rendered. Parts will be packed
bulk in our containers. Crating,
wrapping, special packaging, etc.
to avoid scratches, pits, or other
marks or for waterproofing, rust
preventative, etc. May involve additional
charges where special handling and
treatment are required. The shipment
date mentioned on this quotation
or on any acknowledgement of Buyer’s
purchase order is Seller’s
best approximation of the probable
shipment date and is not a fixed
or guaranteed date. Shipment of goods
is subject to any and all delay’s
due to any condition or happening
whatsoever beyond Seller’s
control, including but not limited
to strikes, fires, riots, wars, acts
of God, inability to obtain materials,
governmental regulation or other
conditions. Seller shall not be responsible
for any damage or loss resulting,
whether directly or incidentally,
from delayed shipments, and seller
assumes no responsibility or liability
whatsoever for damage which may occur
in transit.
- FREIGHT CHARGES. (a) If
the quoted price for goods was based
on freight being allowed to destination,
any charge in applicable freight
rates, between the date of quotation
and the time of shipment, will result
in corresponding change in price.
If the quotation included sufficient
material for a carload or truckload
shipment and Buyer has ordered shipments
to be made in less than carload or
truckload amounts, then Buyer must
pay the difference between carload/truckload
and less than carload or truckload
freight. If price quotes F.O.B. trucks,
it shall mean on the nearest accessible
road or street to the building operation,
and not unloaded from the trucks.
(b) Except as otherwise provided
herein, SELLER shall not be responsible
for freight, transportation, insurance,
shipping, storage, handling, demurrage,
or similar charges. If such charges
are by the terms of sale included
in the price, any increase in rates
becoming effective after the quotation
shall be charged to Buyer.
- CURRENT PRICE AND INSTALLMENTS.
SELLER reserves the right to
invoice at SELLER’s price prevailing
at time of shipment, unless otherwise
expressly stated. SELLER shall have
the right to make delivery installments.
All installments shall be separately
invoiced and paid as billed without
regard to subsequent deliveries.
Failure to pay for any installment
when due shall excuse SELLER from
making further deliveries. Delay
in delivery of any installment shall
not relieve Buyer of its obligation
to accept remaining installments.
- ACCEPTANCE OF TERMS AND CONDITIONS.
Buyer’s receipt of an order
confirmation and/or invoice shall
constitute an acceptance by Buyer
of the Terms and Conditions hereof,
unless prompt written objection is
given to SELLER. If Buyer has sent
a purchase order or other writing
to SELLER such that this order confirmation
or invoice is deemed to be an acceptance,
acceptance is expressly made conditional
on Buyer’s assent to the terms
herein contained, notwithstanding
any Terms or Conditions contained
in writing sent by Buyer.
- ENFORCEMENT OF CONTRACT.
Suit to enforce or set aside this
agreement or suit over any of the
rights and obligations arising from
the work to be performed hereunder
must be brought in a court having
jurisdiction over the SELLER in the
State in which the SELLER resides.
- ASSIGNMENT. Buyer shall
not assign its rights and obligations
under this contract without the written
approval of SELLER.
All sales shall be subject to the
Terms and Conditions set forth. Terms
and Conditions are subject to change
without notification.
|
|
|
