The sales terms and conditions of sale as stated herein shall control any and all orders between Tate Andale, Inc. (“Seller”) and the Buyer.
All sales are expressly limited to and the rights of the parties shall be governed exclusively by the terms and conditions of sale as stated in this order whether this contract, of which these conditions of sale are a part, represents an offer by the Seller, or Seller’s conditional acceptance of Buyer’s offer. Seller’s offer is expressly conditioned on Buyer’s acceptance of the terms and conditions of this contract. Seller’s acceptance of Buyer’s offer is expressly conditioned on Buyer’s assent to the terms and conditions of this contract. No modification of these terms and conditions shall be binding on the Seller unless expressly agreed to in writing by Seller. No Sales Representative of the Seller has authority to amend, modify or rescind this contract.
Shipment dates given in advance of actual shipment are estimated and delivery will be made subject to prior orders on file with Seller. Seller will use reasonable and diligent efforts to ship goods by the date specified in the order. Delays in shipment may be caused by factors not under the control of Seller. In the event Seller is unable to deliver goods by the date or time specified in this proposal or within a reasonable time thereafter Buyer shall have the right to cancel the contract and the Buyer’s exclusive remedy shall be the return of any deposit made on the contract.
Seller warrants that the products shall be free from defects in material and workmanship for a period of one (1) year from date of shipment. If a product, or any part thereof, becomes defective under normal use and service within this warranty period, the Seller will repair or replace such defective product or part at the Seller’s plant or at the Seller’s option, will refund the purchase price to the Buyer provided that in any case the Buyer notifies the Seller in writing at the time the defect is discovered. The Seller shall not be liable for special, indirect or consequential damages, prospective profits or charges for repairs or alterations made by others without the Seller’s written consent. All claims for breach of warranty shall be waived unless written notification of the alleged defect is received by Seller no later than thirty (30) days following the earlier of discovery of the defect or the date on which the defect should have been discovered but in no event more than one (1) year from date of shipment. SELLER EXPRESSLY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED WARRANTY, CONDITION OF GUARANTY, WHETHER STATUTORY OR OTHERWISE INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICIULAR PURPOSE OR ANY WARRANTY UNDER STRICT LIABILITY.
Prices specified in the order are subject to change by Seller on notice to Buyer and may be adjusted to conform to prices in effect at time of shipment.
Terms of Payment
Terms of payment shall be as set forth on the face hereof. Pro-rated payments shall be made for partial shipments. All orders from the Buyer and all shipments shall be subject to approval of the Seller’s credit department. If Seller determines that the Buyer’s financial condition is impaired or unsatisfactory or if the Buyer fails to make any required payment under this or any other contract with the Seller, then the Seller may defer or decline to accept any order or to make any shipment except upon receipt of satisfactory security or cash payment in advance or it may terminate the contract(s). If any shipment is delayed by the Buyer for any reason and without prior written approval from Seller, payment therefore shall become due and payable as if the shipment had been made. In the event Buyer does not make payment in accordance the payment schedule as stated on the front of this form the Buyer shall be subject to simple interest of 1 ½ percent per month on the unpaid balance.
Delivery to the carrier at the F.O.B. point shown on the face hereof shall constitute delivery to the Buyer who shall assume all risks for subsequent loss or damage. The foregoing shall not be affected by the fact that all or part of the freight charges may be prepaid, assumed or allowed by the Seller.
If the Buyer is exempt from taxes Buyer agrees to provide Seller with its assigned tax exempt number and agrees to pay, in addition to the purchase price all applicable sales, use, excise, value added or other similar taxes arising from the sale by Seller to Buyer.
The Buyer is responsible for the suitability and application of the products quoted hereunder. The giving or failure to give advice or recommendations of any character by the Seller shall not impose any liability upon the Seller. The Buyer is not granted any license to use any of the Seller’s patents, trademarks or trade names.
Material or products covered by a contract resulting from this quotation may be cancelled or returned only by express written permission of the Seller signed by an authorized official. The Buyer shall pay any cancellation, handling or restocking charges which the Seller imposes.
Breach of Contract
In the event the Buyer is in default under any of the terms and conditions of this contract and the Seller is required to retain counsel to represent its interest, the Buyer shall be responsible to pay Seller’s attorney’s fee equal to 20% of the amount due under the contract and any Court costs incurred as a result of the default.
Fair Labor Standards Act of 1938
Seller warrants that the products sold to Buyer have been produced by Seller in compliance with the applicable requirements of the Fair Labor Standards Act of 1938, as amended.
Choice of Law and Forum
This contract shall be construed and the rights of the parties shall be interpreted in accordance with the laws of the State of Maryland. The parties agree that any dispute under this contract shall be brought in a State of Maryland Court or Federal Court having subject matter jurisdiction. The parties waive any objection based on lack of personal jurisdiction or improper venue and consent to service of process by certified mail, return-receipt requested.