Terms and Conditions

DELIVERY: The goods shall be delivered to buyer F.O.B. Seller or manufacturer’s dock. Seller shall not be liable for any delays or failure in delivery due to circumstances beyond its reasonable control. In the event this sale includes delivery in installments of or a series of sales, unless the purchase order states to the contrary, non-delivery or default by Seller as to any installments shall not relieve buyer from the obligation to accept and pay for subsequent or prior installment, even though such non-delivery or any default substantially impairs the value of the sale. Seller shall arrange all shipments so as to reserve a security interest in the goods by making the shipment bill of lading to the Seller’s or Seller’s nominee.

IDENTIFICATION: Identification of the goods shall occur when the Seller or manufacturer ships the goods, whether to the Buyer directly or to the Seller or to another third party.

TENDER AND PAYMENT: Seller shall tender delivery by notifying Buyer by invoice identifying the goods and Buyer’s purchase order upon identification as above provided. Upon breach of contract by the Buyer, as to an installment or the whole, or failure to make timely payment for any delivery of goods, Seller may treat such breach as severable or as a breach of the entire contract. Future deliveries may be suspended for failure to make timely payments for any goods of Seller, therefore, delivered to Buyer, and Seller may thereupon require without releasing Buyer of Buyer’s obligations to accept goods hereunder, as condition to future delivery, that Buyer pay via domain for all future deliveries and treat failure to do so as a breach of the contract, terms of credit hereunder to the contrary notwithstanding.

SECURITY INTEREST: Buyer acknowledges and agrees that Seller reserves a purchase money security interest in the goods for the full price and Buyer further grants to Seller a security interest in the goods pursuant to the provisions of the California Commercial Code Articles 2 and 9, the provisions of which shall fully apply to the sale and Buyer authorizes seller to file a financing statement respecting the goods and to execute same on behalf of Buyer’s attorney-in-fact and Buyer agrees that Buyer will not assert against an assignee of Seller any claim or defense which Buyer may have against Seller, with respect to any assignee who takes Seller’s assignment for value, in good faith and without notice of a claim or defense, except as to a defense of a type which may be asserted against a holder in due course of a negotiable investment.

RISK OF LOSS: Risk of loss shall pass to Buyer upon identification. Buyer shall pay all costs of insurance from the time risk of loss passes to Buyer. Buyer agrees to keep the goods insured against loss of payable to Seller as its interest shall appear.

DELAY: Neither party shall be responsible for any losses resulting in the fulfillment’s of any of the terms of this sale is delayed or prevented by revolutions or other civil disorders, wars, acts or enemies, strikes, fires, floods, acts of God, or by any other cause not within the control of the party whose performance is interfered with, and which, by the exercise of reasonable diligence, such party is unable to prevent, whether of the class or causes enumerated or not.

WARRANTIES: Seller warrants that excluding defects, malfunctions or other failure of goods caused by unreasonable use or damage to the goods while in the possession of Buyer, all goods are manufactured within catalog or purchase order specifications, subject to industry standard tolerances and are free from defects in materials and workmanship for a period of 30 days after date of delivery of good to Buyer or consignee. SELLER MAKES NO WARRANTY THAT THE GOODS ARE MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE. THE SOLE RESPONSIBILITY OF THE SELLER SHALL BE THAT THE GOODS WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP FOR A PERIOD OF 30 DAYS. THIS WARRANTY IS EXPRESSLY MADE IN LIEU OF ANY AND ALL WARRANTIES AND THE SOLE LIABILITY OF SELLER SHALL BE TO REPLACE ANY GOODS FOUND TO BE DEFECTIVE. Buyer affirms that it has not relied on Seller’s skill or judgment to select or furnish goods for any particular purpose. Physical properties are not warranted; exact matches of color and material or printing are not guaranteed. Seller shall not be liable for normal manufacturing defects within industry tolerances, nor for Buyer variations from specifications due to the nature of materials and/or colors employed in printing thereon. Failure of buyer to submit any claim hereunder within 30 days delivery of goods shall be an admission by Buyer and conclusive proof that such goods are in every respect as warranted and shall release Seller from all claims from damages or loss sustained by Buyer.

REJECTION: Defect of part of the goods delivered shall not be grounds for rejection by Buyer of all the goods, nor all of the particular items which the defect is found as to some of those items, nor shall such defect be grounds for the cancellation by Buyer of the undelivered portion thereof. Failure to deliver any installments due to a defect in any delivery, quantitative or qualitative, constitutes severable breach only, and Buyer cannot treat the whole defective delivery as a substantial breach in accordance with the customs and usages obtaining in the industry. Buyer shall pay on the due date for all goods delivered regardless of any failure of any other installment or shipment.

INSPECTION: Buyer shall have the right to inspect the goods at any time during normal business hours at Seller’s facilities. The failure to inspect shall not be deemed a waiver of any of Seller’s warranties.

CLAIMS: Any claim for defective materials, for defective manufacture, for the shortage of for any other cause is waived by Buyer unless made within 30 days after delivery of the goods. Evident loss or damage to a shipment must be indicated by a notation made by the carrier’s agent on the delivery before the receipt is signed. The notation must clearly specify the extent of loss, shortage or damage. Concealed damage must be reported to the carrier within 10 days after delivery. The filing of claims with carriers for loss or damage in transportation must be executed within a reasonable time in accordance with the carrier’s requirements. If Buyer desires the assistance of seller filing such claims, it must report them to Seller within a reasonable time so as to enable Seller to comply with the common carrier’s requirements. Any action or arbitration under this control must be commenced within one year from the date of delivery of the goods.

EXCLUSIVE REMEDY: In the event Seller breaches this contract Buyer’s exclusive remedy shall be to return goods or any part thereof which may be defective or non-conforming and receive, at the election of Seller either replacement of the goods or credit by Seller of all or, in the case of a partial breach, a pro rata share of the purchase price that has been paid by Buyer at the time of the breach. Replacement or Repayment of such purchase price or part thereof shall discharge Seller from all obligations under this contract.