Terms & Conditions
GENERAL TERMS AND CONDITIONS
Except as otherwise expressly agreed to in writing by ADWOOD CORPORATION (here in after referred to as “Seller.”) these terms and conditions shall govern all transactions concerning the purchase and sale of products manufactured by Seller’s parent, affiliates and subsidiaries (hereinafter, the “Products,”) as well as service relating to such Products, if applicable, and made by the parties and their representatives. All terms and conditions heretofore or hereafter contained in Purchaser’s orders or elsewhere which are different from, in addition to, in conflict with or vary with the terms hereof, are hereby objected to and shall not be binding on, Seller, unless expressly agreed to in writing, signed at Seller’s home office in High Point, North Carolina, by a duly authorized officer of Seller in a document making this Agreement. Seller’s acceptance of any order is expressly conditioned upon Purchaser’s assent to the terms and conditions of sale set forth herein.
1:01 Prices quoted are FOB Seller's warehouse unless otherwise stated. Costs of transportation, storage, insurance, and other charges of any kind incurred after the goods have left Seller's possession are the sole responsibility of Purchaser.
1:02 Prices quoted are for prompt acceptance and subject to change without notice at any time prior to acceptance of Purchaser's order by Seller.
1:03 Unless expressly agreed to in writing, prices do not include set up or training expenses.
1:04 Unless Purchaser provides Seller with a certification of tax exemption, acceptable to the relevant taxing authorities, any applicable Federal, State, local or other government tax or charge on the sale or shipment of the Products shall be added to the purchase price and paid by the Purchaser. Purchaser agrees to hold harmless Seller from such taxex, including interest and penalties thereon, and any costs and expenses in connection therewith.
1:05 Prices are subject to change if, after acceptance of Purchaser's order by Seller, Purchaser requests changes or deviations from the specifications quoted.
TERMS OF PAYMENT
2:01 The purchase price of the Products shall be payable, without deduction of any kind, within such period of time and according to such terms provided in the invoice.
2:02 If payments are made late, Seller shall impose a monthly service charge which will not exceed one and one half percent (1 ½%) of the total amount due. Acceptance of such service charge by Seller shall not constitute a waiver of any of Seller's rights under this agreement.
2:03 If Purchaser fails to pay any invoice on due date, in addition to any of its other rights and remedies, but not in limitation thereof, Seller reserves the right to withhold further deliveries or terminate any contract with Purchaser. Any unpaid amounts shall then become immediately due and payable.
2:04 All discounts, including dealer resale discounts, will be rendered null and void should Purchaser fail to pay all amounts due in full within thirty (30) days of the due date as indicated on the face of the invoice. Prepaid discounts (also called cash discounts) will immediately be rendered null and void should Purchaser's check be returned for insufficient funds.
TITLE AND RISK OF LOSS
3:01 Delivery of the Products to any carrier shall constitute delivery to Purchaser, and thereafter the risk of loss or damage to the goods shall be borne by Purchaser. SELLER ASSUMES NO OBLIGATION WHATSOEVER WITH RESPECT TO PRODUCTS DAMAGED IN TRANSIT.
3:02 In states and localities which are governed by the Uniform Commercial Code, Purchaser shall, at Seller's option, execute a Uniform Commercial Code (UCC 1) Financing Statement on the Products prior to their delivery, reserving in Seller a security interest in the Products until full payment of their purchase price.
3:03 Upon delivery of the Products to Purchaser, Purchaser shall immediately obtain a policy of insurance on the Products, including but not limited to all tools, testing equipment and other property of Seller necessary to the installation and/or service thereof, in the Seller's favor, providing full coverage for damage or loss from fire, theft, negligence of Purchaser's employees or from any other cause. Such policy or policies of insurance shall remain in full force and effect until such time as the purchase price of the Product is paid in full.
DELIVERY AND SHIPPING
4:01 Shipments and deliveries shall at all times be subject to approval of Purchaser's credit and Seller, at any time, may require payment in advance or satisfactory security or guarantee that invoices will be promptly paid when due.
4:02 Concealed damage can occur from rough handling by carriers, and the amount of this damage is collectible by Purchaser from the carrier upon presentation of proper claim with the carrier. If you find damage upon unpacking the shipment, call the delivering carrier and ask them for an inspection on concealed damage. The carrier will furnish proper forms for your claim. DO NOT RETURN DAMAGED MERCHANDISE TO US. If merchandise is returned to us, no claim can be filed.
4:03 Seller does not assume responsibility for damage due to default or delay in production or delivery of all or any portion of any order resulting directly or indirectly from: 1) accident to or breakdown of Seller's plant machinery or equipment; embargoes; fires; riots; national emergency; delays of suppliers; carriers; governmental restrictions, prohibitions, or allocations; 2) any cause beyond the control of Seller. In no event shall Seller be liable for any consequential, special, or contingent damages arising out of Seller's default or delay in filling any order.
4:04 Unless otherwise agreed upon in writing, Seller reserves the right to make partial shipments and to submit invoices for such partial shipments in accordance with Seller's standard terms.
5:01 Seller reserves the right to cancel Purchaser's order at any time if Purchaser has not strictly complied with the terms and conditions hereunder.
5:02 Once Purchaser's order has been accepted by Seller, no cancellation of the same shall be permitted without Seller's express written permission.
5:03 Any attempt by Purchaser to revoke acceptance, for any reason whatsoever after any shipment has left Seller's warehouse, shall constitute breach of this Agreement. Custom orders are not subject to cancellation at any time or under any circumstances.
5:04 If Purchaser refuses to accept delivery of the Products tendered for delivery hereunder, then Seller, without prejudice to Seller's other lawful remedies, may either store or cause such goods to be stored in a warehouse for Purchaser's account and at Purchaser's risk and expense, or sell such goods in accordance with the applicable laws of the Uniform Commercial Code to any buyer at public or private sale, and hold Purchaser liable for any difference between the invoiced purchase price for the Products and the price at which such Products are resold less the costs and expenses of such resale, including brokerage commissions and attorney's fees.
5:05 No return of merchandise will be accepted without prior written approval of Seller's main office. With official return authorization, returns will be accepted for credit only against future purchases, and no refund for any return credit will be made. All returns will be: 1) Subject to 15% restocking charge; 2) Computed on current price or sales price, whichever is lower; and 3) Accepted only on a freight prepaid basis.
5:06 In the event that cancellation of an unfinished contract is accepted in writing by Seller, Purchaser agrees to pay, without delay, the full purchase price for all delivered Products in addition to suitable cancellation charges for any unfinished portion of the purchase, which charges shall be computed on the basis of, without limitation, actual expenditures of Seller, including overhead, and reasonable profit on the unfinished portion of the contract.
6:01 Seller's obligation under this warranty shall be limited to repairing or providing a replacement for any defective item provided a written claim is made within ten (10) days from Purchaser's receipt of goods. We will not allow or pay any claims resulting from installation, operation, servicing and/or use of the Products or any consequential damages arising from any causes whatsoever. This warranty is in lieu of any and all other warranties and liabilities expressed or implied, including but not limited to, any warranty of merchantability or fitness for any purpose, and any liability for consequential damages arising out of use of the products sold hereunder. Seller shall not be liable for consequential operational or contingent damages arising from this warranty, breach of contract, breach of warranty, negligence or any other legal theory. Seller will in no event be liable for any consequential, special or contingent damage or expense arising directly or indirectly from any defect in its goods or from the use thereof, nor is any other person authorized to assume for Seller any such liability. Such damages include, but are not limited to, loss of profits or revenue, loss of the use of the goods or any associated goods or equipment, cost of any substitute goods, facilities or services, downtime costs, cost of capital or claims of Purchaser's customers for such damages, or arising out of the use of the products sold hereunder. The foregoing warranty states Seller's entire and exclusive liability and Purchaser's exclusive and sole remedy whether based on contract, negligence or otherwise. Damage to the product by accident, misuse, abuse, improper maintenance, storage, transportation or handling, modification or misapplication or by improper service or installation voids our warranty. No warranty is made with respect to Products which have not been installed, used or maintained in accordance with Seller's instructions.
6:02 Motors and electrical equipment are expressly excluded from the warranty hereunder.
6:03 This discharge of Seller's warranty obligation hereunder shall constitute fulfillment of all liabilities of Seller or Purchaser, whether based on contract, negligence or otherwise with respect to the goods sold or provided hereunder. The remedies set forth herein shall be the exclusive remedies available to the Purchaser and in lieu of all other remedies, and the liability of Seller, whether in contract, in tort, under any warranty or otherwise, shall not, under any circumstances, exceed Seller's price of the goods sold, supplied or furnished by Seller hereunder on which liability is based. Seller neither assumes nor authorizes any representative or other person to assume for it any obligation or liability other than is expressly set forth herein. Any suit or action arising out of or relating to this Agreement or the breach thereof, must be commenced within one (1) year after the cause of action has accrued. The foregoing shall not limit the time within which any suit or action must be brought to collect an amount agreed to be paid by Purchaser or to enforce a judgment or to collect any amount awarded thereunder. The sole purpose of the stipulated exclusive remedy shall be to provide Purchaser with a replacement for, or the repair of, defective parts in the manner provided herein. This exclusive remedy shall not be deemed to have failed in its essential purpose so long as Seller is willing to repair or replace the defective part(s) in the manner prescribed herein.
7:01 If any goods sold or supplied to Purchaser by Seller are: 1) Not maintained and operated in accordance with recommended procedures, or 2) Are to meet Purchaser's specifications, requirements or instructions, Purchaser agrees to defend, protect, and save Seller harmless against all suits at law, claims and demands arising out of or awarded in connection with such sale or supplying. Purchaser further agrees to indemnify and hold Seller harmless from any and all third party claims arising from the installation, operation, servicing or use of the Products.
7:02 Purchaser may not assign or hypothecate this Agreement, or any interest therein, either voluntarily or by operation of law,without the express written concent and approval of Seller. In the event an attempted assignment is made in violation of this provision, then the rights of Purchaser under this Agreement shall automatically terminate without notice.
7:03 In the event of any controversy, claim or dispute between the parties hereto, arising out of or relating to this Agreement or the breach thereof, including but not limited to, any action required to be taken to enforce the terms and conditions of this Agreement, the prevailing party or the party seeking enforcement of said agreement shall be entitled to, upon demand, payment of any and all reasonable costs and expenses, including but not limited to, attorney's fees incurred as a result thereof, whether or not suit be instituted.
7:04 This Agreement shall bind and insure to the benefit of the respective heirs, personal representatives, successors and assigns of the parties hereto, except as hereinabove expressly provided.
7:05 This Agreement is entered into and to be performed and shall thus be governed by and construed in accordance with the laws of the County of Guilford, State of North Carolina. If any legal action is necessary to enforce the terms and conditions of this Agreement, the parties agree that the Superior Court of the County of Guilford , State of North Carolina shall be the sole venue and jurisdiction for the bringing of such action.
7:06 If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the provisions thereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
7:07 In the event of a price reduction, no rebates or refunds will be granted for distribution or dealer's inventory stock.
7:08 All machinery is supplied with comprehensive safety systems. It is the Purchaser's duty to install additional safety systems if required by local authorities. Under no circumstances should guards or safety devices be removed or modified and Purchaser assumes the risk for any such action.
7:09 Seller expressly disclaims responsibility for work, service or repairs performed on equipment, or parts supplied, by anyone other than Seller unless authorization in writing is first obtained from Seller.
7:10 It shall be the responsibility of Purchaser to uncrate, clean and position machinery purchased from Seller and bring compressed air and/or electricity to the said machinery notwithstanding the fact that Seller may, but is under no obligation to, set up the machinery for Purchaser.
7:11 No salesman, agent or distributor of Seller, or any other party, shall have any authority to bind Seller to any terms, conditions, or stipulations, if the same are not expressed herein.