Terms and Conditions of Sale 1. All of the terms and conditions of sale are set forth in this instrument. They may not be varied or modified except by the written consent of authorized agent of Seller. 2. Seller assures Buyer that the goods which will be furnished pursuant to this order will be properly manufactured according to the General Standards of the industry and in compliance with applicable requirements of the Fair Labor Standards Act of 1938 as amended and as apply. 3. Seller will deliver material of generally accepted good commercial quality. Where an exact definition of quality characteristics is required, it will be the responsibility of the Buyer to define the requirements, to communicate it to the Seller and to receive from the Seller a statement in writing that he will conform with the requirements. The Seller hereby alerts the Buyer as to trade standards that are nationally recognized and allow tolerances and variations in dimensions, in quality and in the physical and chemical properties of the material to be furnished in filing this order. 4. No claim will be recognized unless the quality of defective material exceeds 2% of a major defect and 5% of a minor defect. Major defects are those defects that render the material completely unsuitable for use by the Buyer and Minor defects are those defects which are beyond specification but which do not render the material unusable. 5. No claims will be recognized after 45 days of manufacture. 6. No claims will be recognized for material that has been improperly stored. 7. Before purchasing, the Buyer shall determine the suitability of the material for its intended use. The Buyer assumes all risk and liability in connection therein; it is therefore expressly understood that Seller does not warrant fitness of material for end use. 8. In no event shall Seller's liability exceed the price of the goods sold by the Seller to the Buyer under this order. Seller shall not be liable for any indirect or contingent damage or loss, nor shall Seller be responsible for damage to any article ordered or used in connection with the goods delivered under this order. Seller's only obligation shall be to recognize claim for such quantity of material proven not to meet the specifications stated herein. 9. Seller assumes no responsibility to rerun, in whole or in part, any order wherein quantity usable to the Buyer is reduced by virtue of defects or other occurrences. 10. According to trade custom, the ink, paste, glue and other chemical(s) companies supply their products to the Seller without guarantee. Consequently, Seller is compelled to, and does hereby, expressly exclude any and all warranties, guarantees, or representations whatsoever express or implied, except for those express assurances set forth herein. 11. All technical advice furnished by Seller, whether on request of Buyer or voluntarily, is given gratis and Seller assumes no obligation or liability for the advice so given or the results obtained. All such advice is given and accepted at Buyer's risk. 12. The Seller shall not be liable for printing, style, shape or other specification on this order insofar as they concern compliance with the Federal and/or State Food and Drug Laws, Environmental Protection Agencies or local laws relating to labels or labeling. All responsibility in connection therewith is assumed by the Buyer. 13. An overrun or underrun of ten percent (10%) on stock items and twenty-five percent (25%) on items of special size, gauge, grade or print will constitute fulfillment of this contract. 14. In accepting this order, the Seller does not guarantee to make delivery on any specified date indicated now, or previously, or at any subsequent time and assumes no liability for damages due to delay in filling the order. 15. No liability shall result from delay in performance or nonperformance caused by circumstances beyond the control of the Seller, including but not limited to an act of God, fire, flood, war, government action, accident, labor trouble or shortage, inability to obtain material, equipment or transportation. Quantities so effected may be eliminated from the order without liability to the Seller but the order shall remain otherwise unaffected. 16. Unless otherwise stated, delivery shall be made to Buyer in Seller's plant and/or warehouse, even when freight is prepaid to point of destination. Title to goods shall pass from Seller to Buyer upon delivery to carrier. Buyer shall be liable for any loss or damages to such material after delivery to carrier. 17. If price quoted includes freight allowance, the Seller reserves the right to use the most economical routing. When freight charges are in excess of those of the most economical routing, the excess shall be paid by the Buyer. In no event and under no circumstances, will the cost of air freight be borne by the Seller. 18. An unqualified acceptance of these goods pursuant to this order and a waiver by Buyer of all claims with respect thereto shall be conclusively presumed, unless Buyer notifies Seller in writing to the contrary within 90 days of the date of manufacturer and due opportunity for investigation is given the Seller or its representative. 19. No return shipments shall be authorized or accepted except by the express written consent of duly authorized employee of the Seller. Any return shipment made without written authorization of the Seller shall be deemed an unauthorized return. 20. Unless expressly stated otherwise, in writing, by a duly authorized officer of the Seller, all authorized returns are authorized for the purpose of inspection only. The acceptance by the Seller of a return shipment will not constitute a waiver of any of the terms, covenants or conditions of the original order. Furthermore, such inspection shall in no event be deemed a variance of the original order. Title to the material will remain at all times with the Buyer and in no event shall pass to the Seller. 21. No claim shall be allowed and no credit given for goods returned without Seller's written authority. Seller reserves the right to refuse acceptance of an unauthorized return. Seller's decision to accept an unauthorized return shall be deemed as an accommodation to the Buyer. In such case, title to the material shall remain with the Buyer and the material will be held at the risk and expense of the Buyer and is subject to the Conditions of Acceptance set forth in 18 above. 22. Seller's products are extremely sensitive to atmospheric and temperature changes. Buyer should store merchandise in a clean dry place avoiding extreme temperature and humidity. Temperature of approximately 65 degrees Farenheit and relative humidity of 35% to 50% are most desirable. Seller does not assume any responsibility for difficulties or losses arising from weather conditions, improper handling or storage. If this merchandise is resold, Seller recommends cautioning Buyer as above. 23. If the cost of manufacturing storing, selling or delivering the material ordered hereunder should be increased by any governmental action, the price of the material shall be revised accordingly. 24. Terms shown on this contract are from date of invoice and are not contingent upon delivery. Seller reserves the right to charge interest of 1% per month on any unpaid balance on all bills not paid at maturity. 25. In the event Buyer fails to fulfill the terms of payment, or in case Seller shall have any doubt at any time as to Buyer's financial responsibility, Seller may decline to make further deliveries except upon receipt of cash or satisfactory security. 26. This order is not assignable nor transferable by the Buyer, in whole or in part, except with the written consent of the Seller. 27. Buyer shall reimburse the Seller for all taxes, excises or other charges, which the Seller may be required to pay to any government, (National, State or local) upon the sale, production or transportation of the material sold hereunder. 28. This Agreement shall be construed in accordance with and governed for all purposes by the laws of the State of Indiana (without regard to conflict of law principles thereof). Any litigation arising under this Agreement shall be properly venued only in a state or federal court situated in the State of Indiana, County of Jefferson or Clark County Indiana for federal court (without regard to the convenience of the parties). 29. Normal production times for custom made and/or printed products are generally 4 weeks. CERTAIN PRODUCTS CAN BE MANUFACTURED ON AN EXPEDITED BASIS, WITH AN ADDITIONAL RUSH BREAK-IN FEE, BUT THESE EXPEDITED RUSH ORDERS ARE ACCEPTED BY THE SELLER ONLY AT THE RISK OF THE BUYER. 30. Stock items may be returned by the buyer and are subject to a 15% restocking fee. In the case of an ordering error by the buyer the buyer agrees to obtain a Return Authorization from the Seller and pay shipping charges for returned items. Custom made items, in compliance with terms and conditions listed above, can not be returned.
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