1. Sales:
All sales are expressly conditional on Buyer's agreement to the standard terms and conditions. Any of the terms and provisions of Buyer's order which are inconsistent with or in addition to the
terms and conditions hereof shall not be binding on Seller and shall not be considered applicable to the sale or shipment of the merchandise referred to herein. Unless Buyer shall notify Seller
in writing to the contrary as soon as practicable after Buyer's receipt hereof, acceptance of the terms and conditions hereof by Buyer shall be indicated, and, in the absence of such notification,
the sale and shipment by Seller of the merchandise covered hereby shall be conclusively deemed to be subject to the terms and conditions hereof.
2. Warranties:
The goods sold by Seller are products of recognized manufacturers sold under their respective brand or trade names in accordance with their terms and conditions. Seller shall use its best efforts
to obtain from each manufacturer, in accordance with the manufacturer's warranty (copies of which will be furnished upon request) or customary practice, the repair or replacement of goods that
may prove defective in material or workmanship. The foregoing shall constitute the exclusive remedy of Buyer and the sale obligation of Seller. Except as to title. SELLER GIVES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR OTHERWISE. Seller shall not, under any circumstances be liable for any special, direct,
indirect, incidental, exemplary, or consequential damages to persons or property arising out of a connected with the transactions contemplated hereby or the manufacture, subsequent sale, or use
of the goods, including, but not limited to, loss of profit or revenues, loss of use of the products or any associated equipment, cost of capital, cost of substitute products, facilities, service or
replacement power, down time, costs, or claims of Buyer's customers for such damages. If Buyer transfers title to or leases the products sold hereunder to any third part, Buyer shall indemnify
and defend Seller and its suppliers against any such damages.
3. Delivery, Title and Risk of Loss:
Delivery dates are approximate and based upon receipt of all necessary information from Buyer. Unless otherwise specified by Seller, delivery will be made and title will pass F.O.B. point of
shipment to Buyer and each shipment or delivery shall be considered a separate and independent transaction.. Risks of loss or damage pass to Buyer on delivery.
4. Excusable Delays:
Seller will notify Buyer promptly of any material delay and will specify the revised delivery as soon as practicable. Seller shall not be liable for delays in delivery or performance, or for failure
to manufacture, deliver or perform as a result of acts of God, fire, acts of civil or military authority, government priorities, strikes or other disturbances, floods, epidemics, war, riots, delays in
transportation or car shortages, or inability on account of causes beyond the reasonable control of Seller to obtain necessary materials, components, services or facilities, or any other cause
beyond Seller's reasonable control. In the event of any such delay there will be no termination and the date of delivery or performance shall be extended for a period equal to the time lost by
reason of the delay.
5. Returns:
Merchandise is not returnable without the written consent of Seller. Requests of permission to return must be made within thirty days after receipt or shipment. Seller will assign an authorized
number for approved returns which must appear on both the customer's shipping container and the related debit memo. Only current items in their original cartons, standard package quantities,
are subject to return. All unauthorized returns will be sent back to Buyer at his expense. Return shipments must be pre-paid and shipped in accordance with the instructions set forth on the return
authorization form. Credit will be issued, less any transportation charges and service charges to cover handling, inspection, counting, repacking, etc.
6. Payments and Financial Conditions:
A service charge of 1
1/2% per month, but not to exceed the highest amount lawfully allowed by contract in this state, shall be made on all sums due Seller which have not been paid within sixty (60)
days form the invoice date, and Buyer agrees to promptly pay said service charge. If Seller commences litigation or employs attorneys to collect payment of any amounts due it from Buyer , Buyer
agrees to pay reasonable attorneys' sums which may be due.
Except to the extent otherwise specified by Seller in its quotation, prorata payments shall become due without setoff as shipments are made. If Seller consents to delay shipment after receipt
of any specially ordered products, payment shall become due on the date when Seller is prepared to make shipment. In the event of any such delay, products shall be held at Buyer's risk and
expense.
Any order for products by Buyer, shall constitute a representation that Buyer is solvent and has the ability to pay its obligations as they become due. In addition, upon Seller's request, Buyer will
furnish a written representation concerning its solvency at any time prior to shipment.
If Buyer's financial condition at any time does not justify continuance of the work to be performed by Seller hereunder on the agreed terms of payment, Seller may require full or partial payment in
advance. In the event of Buyer's bankruptcy or insolvency, or in the event any proceeding is brought against Buyer, voluntary or involuntary, under any bankruptcy or insolvency laws, Seller shall
be entitled to cancel any order then outstanding at any time during the period allowed for filing claims against the estate, and shall receive reimbursement of its proper cancellation charges.
Seller's right under this article in addition to all rights as they are available to it at law or in equity.
7. Disclosure of Information:
Any information, suggestions or ideas transmitted by Buyer to Seller, or in performance hereunder are not to be regarded as secret or submitted in confidence except as may be otherwise provided
in writing and signed by a duly authorized representative of Seller.
8. Taxes:
In additions to any price specified herein, Buyer shall pay the gross amount of any present or future sales, use, excise, value-added, or other similiar tax applicable to the price, sale or delivery of
any product or services furnished hereunder or to their use by Seller of Buyer, or Buyer shall furnish Seller with a tax exemption certificate acceptable to the taxing authorities.
9. Claims Against Seller:
In order to give Seller a reasonable opportunity for investigation, any claim by Buyer against Seller based wholly or in part upon or any manner related to this agreement and/or merchandise sold
hereunder shall be made in writing and delivered to Seller within (30) days after the date of sale or occurrence giving rise to the claim, whichever shall be later, otherwise such claims shall be
waived. Each notice of claims shall set forth fully the facts on which the claim is based. Any action based on such claims or otherwise arising hereunder, must be commenced and prosecuted within
two years after the cause of action has accrued.
10. Paragraph Headings:
Paragraph headings are inserted for convenience only and shall not be deemed to limit or affect the scope of the provisions contained therein.
BK-01 (REV. 11/02)
TERMS AND CONDITIONS
1. Sales:
All sales are expressly conditional on Buyer's agreement to the standard terms and conditions. Any of the terms and provisions of Buyer's order which are inconsistent with or in addition to the
terms and conditions hereof shall not be binding on Seller and shall not be considered applicable to the sale or shipment of the merchandise referred to herein. Unless Buyer shall notify Seller
in writing to the contrary as soon as practicable after Buyer's receipt hereof, acceptance of the terms and conditions hereof by Buyer shall be indicated, and, in the absence of such notification,
the sale and shipment by Seller of the merchandise covered hereby shall be conclusively deemed to be subject to the terms and conditions hereof.
2. Warranties:
The goods sold by Seller are products of recognized manufacturers sold under their respective brand or trade names in accordance with their terms and conditions. Seller shall use its best efforts
to obtain from each manufacturer, in accordance with the manufacturer's warranty (copies of which will be furnished upon request) or customary practice, the repair or replacement of goods that
may prove defective in material or workmanship. The foregoing shall constitute the exclusive remedy of Buyer and the sale obligation of Seller. Except as to title. SELLER GIVES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR OTHERWISE. Seller shall not, under any circumstances be liable for any special, direct,
indirect, incidental, exemplary, or consequential damages to persons or property arising out of a connected with the transactions contemplated hereby or the manufacture, subsequent sale, or use
of the goods, including, but not limited to, loss of profit or revenues, loss of use of the products or any associated equipment, cost of capital, cost of substitute products, facilities, service or
replacement power, down time, costs, or claims of Buyer's customers for such damages. If Buyer transfers title to or leases the products sold hereunder to any third part, Buyer shall indemnify
and defend Seller and its suppliers against any such damages.
3. Delivery, Title and Risk of Loss:
Delivery dates are approximate and based upon receipt of all necessary information from Buyer. Unless otherwise specified by Seller, delivery will be made and title will pass F.O.B. point of
shipment to Buyer and each shipment or delivery shall be considered a separate and independent transaction.. Risks of loss or damage pass to Buyer on delivery.
4. Excusable Delays:
Seller will notify Buyer promptly of any material delay and will specify the revised delivery as soon as practicable. Seller shall not be liable for delays in delivery or performance, or for failure
to manufacture, deliver or perform as a result of acts of God, fire, acts of civil or military authority, government priorities, strikes or other disturbances, floods, epidemics, war, riots, delays in
transportation or car shortages, or inability on account of causes beyond the reasonable control of Seller to obtain necessary materials, components, services or facilities, or any other cause
beyond Seller's reasonable control. In the event of any such delay there will be no termination and the date of delivery or performance shall be extended for a period equal to the time lost by
reason of the delay.
5. Returns:
Merchandise is not returnable without the written consent of Seller. Requests of permission to return must be made within thirty days after receipt or shipment. Seller will assign an authorized
number for approved returns which must appear on both the customer's shipping container and the related debit memo. Only current items in their original cartons, standard package quantities,
are subject to return. All unauthorized returns will be sent back to Buyer at his expense. Return shipments must be pre-paid and shipped in accordance with the instructions set forth on the return
authorization form. Credit will be issued, less any transportation charges and service charges to cover handling, inspection, counting, repacking, etc.
6. Payments and Financial Conditions:
A service charge of 1
1/2% per month, but not to exceed the highest amount lawfully allowed by contract in this state, shall be made on all sums due Seller which have not been paid within sixty (60)
days form the invoice date, and Buyer agrees to promptly pay said service charge. If Seller commences litigation or employs attorneys to collect payment of any amounts due it from Buyer , Buyer
agrees to pay reasonable attorneys' sums which may be due.
Except to the extent otherwise specified by Seller in its quotation, prorata payments shall become due without setoff as shipments are made. If Seller consents to delay shipment after receipt
of any specially ordered products, payment shall become due on the date when Seller is prepared to make shipment. In the event of any such delay, products shall be held at Buyer's risk and
expense.
Any order for products by Buyer, shall constitute a representation that Buyer is solvent and has the ability to pay its obligations as they become due. In addition, upon Seller's request, Buyer will
furnish a written representation concerning its solvency at any time prior to shipment.
If Buyer's financial condition at any time does not justify continuance of the work to be performed by Seller hereunder on the agreed terms of payment, Seller may require full or partial payment in
advance. In the event of Buyer's bankruptcy or insolvency, or in the event any proceeding is brought against Buyer, voluntary or involuntary, under any bankruptcy or insolvency laws, Seller shall
be entitled to cancel any order then outstanding at any time during the period allowed for filing claims against the estate, and shall receive reimbursement of its proper cancellation charges.
Seller's right under this article in addition to all rights as they are available to it at law or in equity.
7. Disclosure of Information:
Any information, suggestions or ideas transmitted by Buyer to Seller, or in performance hereunder are not to be regarded as secret or submitted in confidence except as may be otherwise provided
in writing and signed by a duly authorized representative of Seller.
8. Taxes:
In additions to any price specified herein, Buyer shall pay the gross amount of any present or future sales, use, excise, value-added, or other similiar tax applicable to the price, sale or delivery of
any product or services furnished hereunder or to their use by Seller of Buyer, or Buyer shall furnish Seller with a tax exemption certificate acceptable to the taxing authorities.
9. Claims Against Seller:
In order to give Seller a reasonable opportunity for investigation, any claim by Buyer against Seller based wholly or in part upon or any manner related to this agreement and/or merchandise sold
hereunder shall be made in writing and delivered to Seller within (30) days after the date of sale or occurrence giving rise to the claim, whichever shall be later, otherwise such claims shall be
waived. Each notice of claims shall set forth fully the facts on which the claim is based. Any action based on such claims or otherwise arising hereunder, must be commenced and prosecuted within
two years after the cause of action has accrued.
10. Paragraph Headings:
Paragraph headings are inserted for convenience only and shall not be deemed to limit or affect the scope of the provisions contained therein.
BK-01 (REV. 11/02)
TERMS AND CONDITIONS