Standard Terms & Conditions for Sale of Goods
ACCEPTANCE OF STANDARD TERMS AND CONDITIONS
By entering into any agreement, written or oral, to purchase, finance, lease, rent to own, or otherwise acquire goods from U-Blast Stencil, Ltd., Buyer agrees to the U-Blast Stencil, Ltd. Standard Terms & Conditions described herein.
In reference to the U-Blast Stencil, Ltd. Standard Terms & Conditions, the following definitions apply:
1.1 “Buyer” means the entity or person who acquires Goods from Seller;
1.2 “Goods” means the physical articles supplied or to be supplied to the Buyer by the Seller;
1.3 “Seller” means U-Blast Stencil, Ltd., 1493 Crosstie Drive, Elberton, GA, USA 30635;
1.4 “Party” means either the Buyer and Seller. “Parties” refers to the Buyer and Seller collectively;
1.5 “Terms” means the U-Blast Stencil, Ltd. Standard Terms & Conditions described herein;
1.6 “Recommended Retail Price” means prices of goods, as defined above, sold as established and provided by U-Blast Stencil, Ltd.
2.1 Applicability. The U-Blast Stencil, Ltd. Standard Terms & Conditions shall apply to any agreement to purchase, finance, lease, rent to own, or otherwise acquire goods from U-Blast Stencil, Ltd. The Terms apply to the exclusion of all other terms and conditions, written or oral, referred to, offered by, or relied upon by the Buyer, whether in negotiation or at any other stage of transacting business between the parties. Excluded terms include, but are not limited to, any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and the Seller acknowledges acceptance of such terms in writing.
2.2 Amendments or Supplements to the Terms. Any variation of these Terms (including any special terms and conditions agreed upon between the parties) shall be inapplicable unless agreed to in writing by the Seller.
3. PRICE AND PAYMENT
3.1 Price. The price shall be the Recommended Retail Price less any agreed upon discount. No other price shall be valid unless agreed to in writing by the parties.
3.2.1 Discretion of Seller. Credit terms may be offered subject to satisfactory inspection of the Buyer’s credit by the Seller. Any offer of credit or extension of credit will be at the sole discretion of the Seller.
3.2.2 Due Date. Where credit is offered by the Seller, payment of the price and any other applicable costs shall be due within thirty (30) days of the date of the invoice supplied by the Seller, unless otherwise agreed in writing. A two percent (2%) discount to the invoice will be applied if payment is made within ten (10) days of invoice.
3.2.3 Interest on Overdue Accounts. The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 5% of the principal balance per month up to a maximum of 18% per annum for all unpaid balances over 30 days plus any extraneous costs including, but not limited to, costs of collection and litigation.
3.2.4 Seller’s Rights on Overdue Accounts. If payment of the price or any part thereof is not made by the due date, at the Seller’s discretion, the Seller shall be entitled to take either or both of the following actions and any other remedy available under the applicable law:
126.96.36.199 Payment in Advance. Require payment, in advance of delivery, in relation to any Goods not previously delivered; or
188.8.131.52 Cancellation of Delivery. Refuse to make delivery of any undelivered Goods without incurring any liability whatsoever to the Buyer for non-delivery or any delay in delivery.
4.1 Description of Goods. Any description given or applied to the Goods is given for means of identification only. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into any transaction with Seller.
4.2 Sample of Goods. Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is representative in nature and the bulk of the order may differ slightly as a result of the manufacturing process.
5.1 Place of Delivery. Unless otherwise upon agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on, or as close as possible, to the date requested by the Buyer. The Buyer shall make all arrangements necessary to accept delivery of the Goods whenever they are tendered for delivery.
5.2 Storage of Goods. If the Seller is unable to deliver the Goods because of actions or circumstances under the control of the Buyer, then the Seller shall be entitled to place the Goods in storage until such time as delivery may be effected, and the Buyer shall be liable for any expense associated with such storage.
5.3 Notice of Delivery Issues. Any damages, shortages, over-deliveries and duplicated orders should be reported to the Seller within 21 days of the signed receipt to enable replacement or refund. Notice must be provided to Seller via United States Postal Service Certified Mail addressed to “U-Blast Stencil, Ltd., 1493 Crosstie Drive, Elberton, GA, USA 30635.”
6. RISK OF LOSS
Risk of Loss of the Goods including, but not limited to, loss resulting from breakage, theft and other destruction or degradation, shall pass to the Buyer upon receipt of the Goods. Where the Buyer chooses to collect the Goods from Seller’s location, all risk of loss will pass when the Goods are entrusted to Buyer or set aside for Buyer’s collection, whichever may happen first.
Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.
8. RETURN OF UNUSED GOODS
8.1 Limitations on Return of Goods. All goods are sold on a firm sale basis, i.e. the Seller will not accept returns of any goods not required or sold by the Buyer, unless otherwise agreed to in writing, in which case the following terms apply:
8.1.1 Any returns must be authorised by a representative of the Seller in writing before any credit will be given;
8.1.2 Where the Seller agrees to accept the return of goods that are not damaged, the Buyer will ensure that they are carefully packaged to avoid any damage in transit. The Seller will not be obliged to accept any goods that are damaged in any way. The Seller will only accept returns that are approved by the Seller in writing;
8.1.3 Credit of amounts due or paid will only be given for goods that are in a condition suitable for resale.
9. LIMITATION OF SELLER’S LIABILITY
9.1 No Liability in Excess of Contract Price. The Seller shall not be liable for any and all loss or damage suffered by the Buyer in excess of the contract price.
9.2 Limited Liability of Seller. The Seller will not be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) and irrespective of whether the Seller has been advised of the possibility of any such damage. Under no circumstances will the Seller’s liability exceed the price the Buyer paid to the Seller for the specific Goods provided by the Seller giving rise to the claim or cause of action.
10. FORCE MAJEURE
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock-outs, accidents, war, fire, breakdown of plant or machinery, or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
11. RELATIONSHIP OF PARTIES
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties. Further, nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
12. ASSIGNMENT AND SUB-CONTRACTING
The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor shall the performance of any obligation be sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.
The failure by either party to enforce at any time, or for any period, one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect, as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
15. GOVERNING LAW AND DESIGNATION FORUM
(a) The laws of the State of Georgia (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this agreement, and the transactions it contemplates, including, without limitation, its interpretation, construction, validity, performance (including the details of performance), and enforcement.
(b) A party bringing a legal action or proceeding against the other party arising out of or relating to this agreement or the transactions it contemplates must bring the legal action or proceeding in any court of the State of Georgia seated in Elbert County. Each party to this agreement consents to the exclusive jurisdiction of the courts of the State of Georgia and its appellate courts, for the purpose of all legal actions and proceedings arising out of or relating to this agreement or the transactions it contemplates.
16. RECOVERY OF EXPENSES
In any adversarial proceedings between the parties arising out of this agreement, or the transactions it contemplates, the prevailing party will be entitled to recover from the other party, in addition to any other relief awarded, all expenses that the prevailing party incurs, including legal fees and expenses.
17. ENTIRE AGREEMENT
This agreement constitutes the entire agreement between the parties with respect to the subject matter of this agreement and supersedes all other agreements, whether written or oral, between the parties.
No amendment to this agreement will be effective unless it is in writing and signed by both parties.
Any noticed which these terms require to be provided to the Seller must be provided via United States Postal Service Certified Mail correctly addressed to “U-Blast Stencil, Ltd., 1493 Crosstie Drive, Elberton, GA, USA 30635”.
ACKNOWLEDGMENT OF THE U-BLAST STENCIL, LTD. STANDARD TERMS & CONDITIONS
By signing below, I acknowledge receipt and review of the U-Blast Stencil, Ltd. Standard Terms & Conditions. I further acknowledge understanding the U-Blast Stencil, Ltd. Standard Terms & Conditions govern any transactions I engage in with U-Blast Stencil, Ltd..
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