Warranty and Conditions of Sale
1. Delivery:
Except as specified otherwise on the reverse side, delivery shall be F.O.B. Seller's warehouse, at the address printed on the masthead hereof. Buyer assumes all risk of loss or damage in transit. Seller will use its best efforts to make deliveries as scheduled, but delivery dates are approximate only and are based on normal plant operation. With respect to Buyer pick up on units from Seller's warehouse, Buyer to collect units within 15 days of notification of availability. If units not picked up within 15 days, Seller can then invoice Buyer for F.O.B. value and payment is due within agreed upon payment terms. Seller shall not be liable to Buyer for any damages which Buyer may claim are caused by late delivery.
2. Taxes:
Prices are exclusive of sales, use and excise taxes. These taxes and other taxes measured in whole or part by gross receipts applicable to this transaction shall be borne by Buyer. If Buyer claims exemption from any of these taxes, Buyer shall furnish satisfactory proof of exemption.
3. Payment Terms:
Full payment shall be due no later than 30 days from date of invoice. If Seller has not received payment at that time, a FINANCE CHARGE shall be assessed at a monthly rate of 1 1/2 percent per month (which corresponds to an 18 percent ANNUAL PERCENTAGE RATE). If Buyer requests Seller to hold goods, other than stock items, for a late delivery, the final invoice will be dated on the scheduled delivery and payment will be due as if shipment had been made on the scheduled delivery date. Buyer shall assume all risk or loss or damage while goods held for late delivery are in the possession of Seller, and shall pay reasonable storage charges if such goods are stored by Seller for a period exceeding two months. If the financial responsibility of Buyer becomes impaired or unsatisfactory to Seller, or if Buyer becomes in default to Seller under any contract, advance cash payment or satisfactory security shall be given to Seller upon demand by Seller, and shipments may be withheld until such payment or security is received. Buyer shall make no deductions (including those for alleged damages) from payments due hereunder.
4. Inspection:
Within 10 days after tender of delivery to or receipt by Buyer of any shipment, Buyer shall inform Seller in writing if the goods are found defective or short in any respect. Failure to so inform Seller or use the goods shall be conclusive that Seller has satisfactorily performed. If Buyer rejects any shipment of goods, any return shipment of goods to Seller's warehouse or authorized distributor shall be at the expense and risk of Buyer.
5. Warranty:
Seller warrants that the goods shall be free from defects in material and workmanship for a period of three years from date to delivery except that the T-Bin Series, Folding Bin series, MacroLids, and optional Foil Embossing imprint of customer's name are limited to one year. Seller's obligation under this warranty is limited to the repair or replacement at its factory of any of the goods which are defective in material or workmanship and which are returned to Seller within said period with transportation charges prepaid and is conditioned upon the buyer furnishing satisfactory evidence that the goods alleged to be defective have been properly installed, maintained and operated under normal conditions with competent supervision and within the load limits for which the goods are offered and sold. Repair or replacement by Seller shall not extend warranty period. This warranty shall not apply to goods which have been modified or altered in any way, including cutting or the drilling of holes, inserting staples, or which have been subjected to misuse, abuse, neglect or improper storage, handling or maintenance, including the interstacking of MacroBins with bins or pallets of other manufacturers, whether made of plastic, wood or metal. Warranty is void if damage to product results from continued use after suspected defect is or should have been discovered. Warranty may not be transferred. SELLER MAKES NO OTHER WARRANTY. ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, SUCH WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED AND DISCLAIMED TO THE EXTENT THAT THEY EXCEED THE WARRANTIES EXPRESSLY GRANTED IN THIS CLAUSE. IN NO EVENT SHALL SELLER BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES.
6. Representations:
There are no understandings, agreements, representations, or warranties, either written or, relative to the goods, including statements made in or conduct implied from past dealings, that are not fully expressed herein. No statement, recommendations or assistance made or offered by Seller through its representatives in connection with the use of any goods sold, shall be or constitute a waiver by Seller of any of the provisions hereof. The provisions of this document supersede and cancel any previous understanding of agreement between the parties with respect to the subject matter hereof, and, except for clerical errors, this document shall express the complete and final understanding of the parties.
7. Force Majuere:
Seller shall not be responsible or liable for any loss, damage or delay caused or occasioned by acts of God, fire, strikes, civil or military authority, insurrection or riot, failure of a vendor to make timely delivery of materials, the requirements of any statute, order or directive of any governmental authority, or without limiting the generality of the foregoing, by any other cause which is unavoidable or beyond Seller's reasonable control.
8. Limitation of Remedy:
Buyer's exclusive remedy and Seller's limit of liability for all loss or damage resulting from nonconforming goods or tender, or from any other cause, including breach of any and all warranties, shall be for refund of the purchase price of the particular goods with respect to which the loss, damage or breach occurred. In accordance with and subject to Section 2-7825 of the Uniform Commercial Code, any action for breach of contract must be commenced within 13 months from the date when tender of delivery of the goods is made.
9. Shipping Weights:
Seller will not be responsible for the accuracy of shipping weights. Such weights are corrected only within the limits necessary for estimating freight. For foreign shipments, 20% should be added to approximate shipping weight.
10. Cancellation:
Buyer's order is not cancelable.
11. Government Requirements:
If the goods to be provided hereunder are the end use of the United States Government, Seller agrees that those mandatory clauses of the Armed Services Procurement Regulation which Buyer is required by contract to impose upon its vendors are made a part hereof, if immediately after the order is placed, Buyer shall give written notice of each such clause to Seller.
12. Applicable Law:
Seller reserves any and all rights and remedies provided by law. This document shall be interpreted and construed in accordance with the laws of the State of California.