Special Event Lighting Company
Sales: TERMS AND CONDITIONS
TERMS AND CONDITIONS
IT IS AGREED BY THE PARTIES THAT THE TERMS OF THIS TRANSACTION ARE SUBJECT TO ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW.
A.Checks are accepted subject to collection. No deduction may be taken without the Seller’s prior Approval. Any payment received may be applied against any debt owed by Buyer as shown in Seller’s records: the acceptance of such payment shall not constitute a waiver of Sellers right to pursue the collection of remaining balance B.Any invoice not paid when due shall bear interest at maximum rate allowed by law C.If any dispute arises with respect to the merchandise covered by invoice, Buyer shall immediately pay all invoices not in dispute.
A.All returns are subject to a 25% restocking fee.
CREDIT AND DEFAULT
A.Seller may, in its sole discretion, limit or cancel Buyer’s credit, require anticipation payment or declare all payments due immediately in cash, before delivering additional merchandise. Buyer represents and warrants that it is solvent at the time at this contract. On buyer’s failure to make when due, or event of any other default by Buyer, or on Buyer’s insolvency, Seller may take any of the following actions: 1.Cancel this contract, with Buyer remaining liable for damages 2.Defer any shipments or other tenders under this contract 3.Sell all or any of the goods covered by this contract, at public or private sale, with Buyer responsible for all costs and expenses of such 4.Bill at contract price (on a COD basis if Seller so elects) any goods covered by this contract, for goods not yet completed, Seller shall also be entitled to demand payment at the contract price 60 days prior to tender of such goods; and/or 5.Sell in the open market any materials supplied for the contract, Buyer to be liable for any loss.
SECURITY INTEREST: BILL AND HOLD.
Buyer grants to Seller a continuing security interest in all property held for Buyer which is at any time Seller’s custody or control, said security interest to serve as security for all unpaid invoices, charges, fees, or costs relating to any goods and any and all other presently existing or future obligations of Buyer to Seller. Buyer agree that any act on its part to sell, hypothecate or otherwise dispose at any interest in any such goods in the custody or control of Seller, shall constitute a violation of Seller’s security interest established herein. This provision shall survive performance of all other terms of this contract.
A.The acceptance at shipment by a common carrier, the allocation of goods Buyer, or the mailing of an invoice by Seller to Buyer constitute lender of delivery and performance by Seller, whereupon title shall pass Buyer subject to (i) Seller’s right under article 2 of the Uniform and Commercial Code; and (ii) Seller’s security interest in accordance with the paragraph above, until Seller’s written release. B.All freight, express and delivery charges shall be paid as a separate item by Buyer and shall not be subject to discount. C.Delivery which does not vary more than ten percent (10%) greater or less than contracted for shall constitute full performance under this contract D.Installment shipments shall be accepted by Buyer and paid for at contract prices and terms E.Tender of delivery of any installment within 10 days after date specified shall be deemed timely by Seller, and shipment or tender of same prior to receipt of written cancellation shall constitute timely performance by Seller.
EXCLUSION OF WARRANTIES
A.BUYER AGREES THAT THERE IS NO WARRANTY BY SELLER THAT THE MERCHANDISE WHICH IS COVERED BY THIS CONTRACT IS SUITABLE FOR ANY PARTICULAR USE OR PURPOSE. THE SUITABILITY OF THIS MERCHANDISE FOR THE USE CONTEMPLATED BY BUYER IS THE SOLE RESPONSIBILITY OF BUYER. SELLER SHALL ONLY BE HELD TO SUCH WARRANTIES AS MAYBE EXPRESSED IN ITS CONTRACT OF SALE. SELLER MAKES NO OTHER WARRANTIES AS TO USE OR MERCHANTABILITY OF ITS PRODUCTS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATIONAS TO: SPECIFIC PHYSICAL OR CHEMICAL PROPERTIES; QUALITIES OR CHARACTERISTICS OR UNIFORMITY OF; AND THE INFLAMMABILITY OF GOODS SPECIFIED IN CONTRACT. B.Seller shall not be liable for normal manufacturing defects, for customary violations from specifications, for imperfections inherent in the process used, or for damage resulting from improper shipment, storage, or use of goods.
A.All claims arising out of this contract shall be deemed barred and waived unless made in writing, and Buyer shall be deemed to have accepted goods, and its right to cancel, reject or claim damages shall expire unless: (i) Buyer’s written particularized claim received by Seller within 10 days from date of tender 10 claims other than those for latent defect; or (ii) within 60 days from date for latent defects. B.Seller does not accept, assume or undertake any responsibility to indemnify, defend, save or hold harmless any person, firm or party from or against any loss. Damages or injury regardless of any language by which such acceptance, assumption or undertaking purports to be expressed or implied.
LIMITS OF SELLER’S LIABILITY
Notwithstanding anything herein contained, Seller shall not have liability with respect to any merchandise claimed to be defective unless, within 10 days after Buyer’s claim is made, Seller receives representative samples of the merchandise claimed to be defective and an opportunity to examine the same. Seller shall be entitled, within 30 days of Buyer’s claim, to replace such merchandise and such replacement shall bar any claims by Buyer with respect thereto. BUYER SHALL IN NO EVENT BE ENTITLED TO INDIRECT SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE, INCLUDING LOSS OF PROFITS, PROMOTIONAL OR MANUFACTURING EXPENSES INJURY TO REPUTAION OR LOSS OF CUSTOMERS OR GOODWILL
A.This contract contains the entire agreement between the parties and supersedes all prior or contemporaneous agreements or communications between them relating to the subject matter hereof. B.This contract may not be assigned, modified, or canceled without Seller’s prior written consent. C.Waiver by Seller of the operation of any provision of this contract or any breach by Buyer, shall not constitute a continuing waiver. D.If any terms of this contract are held void or unenforceable for any reason, the remaining provisions shall remain in full force and effect.
A.Any dispute arising out of this contract shall be resolved by biding arbitration in Los Angeles, California, under the rules or the American Arbitration Association. The parties consent to jurisdiction in the State or Federal Courts in Los Angeles County, California. Arbitration actions must be instituted by Buyer within 1 year after claimed breach occurred, and Buyer’s failure to do shall constitute an absolute bar to the institution of any proceedings.
The prevailing party in any legal proceedings instituted under this contract shall be entitled to recover reasonable attorney’s fees and costs.
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