Contract. Each sale of products (“Products”) by “THE SELLER” and the acceptance of any verbal request or written purchase order submitted by a purchaser of Products (“Customer”) is expressly made conditional on Customer’s assent to these Terms and Conditions of Sale. Any additional, different, or conflicting verbal or written terms and conditions set forth by a Customer at any time shall not be binding in any way on the “THE SELLER”. No waiver or amendment to the terms and conditions of this Agreement shall be binding unless made in a writing. All sales of Products are final.
Payment. “THE SELLER”, is not obligated to, sell Products to a Customer on credit. In the event, that “The Seller” vends Products on credit, then all “Terms and Conditions of the sale” are governed by this document. The following credit terms will apply: (a) payment in full shall be due and payable fifteen (15) days from the date of the monthly invoice to the purchaser; (b) in the event Customer fails to pay “THE SELLER” the purchase price within thirty (30) days of the date of invoice, Customer shall pay “THE SELLER” interest on such delinquent payment at one and one-half percent (1.5%) per month, compounded monthly, or the highest rate permitted by law (whichever is less). Customer shall pay all collection expenses, including but not limited to attorney’s fees and court costs, incurred by “THE SELLER” in the collection of amounts owed by Customer. If Customer’s financial responsibility shall become unsatisfactory to Seller at any time and for any reason, “The Seller” shall have the right, in addition to whatever other rights “The Seller” may have at law or equity, to require payment in cash or to obtain satisfactory security or other assurances of performance from Customer before making any further deliveries. In case any payment is not made when due, “The Seller” shall have the right, in addition to its other remedies, to any one or more of the following remedies, to: seek specific performance of this Agreement, suspend any further deliveries, alter payment terms, or terminate this Agreement. Approval of credit for one or more deliveries shall not be deemed a waiver of this provision.
Shipping Terms. All Products are delivered F.O.B. to the purchaser.
Taxes. The purchase price does not include sales, use, excise, or similar taxes. Consequently, in addition to the purchase price for Products, the amount of any present or future sales, use, excise, or other tax applicable to the sale or use of the Products sold hereunder shall be paid by Customer, or in lieu thereof, Customer shall provide “THE SELLER” with a tax-exemption certificate acceptable to the taxing authorities. Customer shall indemnify, defend, and hold “THE SELLER” harmless from all such taxes. a. Rejection and Revocation. Products shall be deemed to be accepted and Customer’s right to reject or cancel such Products because of defect shall expire on the seventh (7th) day following the date of receipt by Customer of the Products. Customer’s retention of Products in its possession after said date without rejecting them, shall constitute irrevocable acceptance of the Products by Customer. If Customer rejects or attempts to revoke its acceptance of any Products delivered pursuant to this Agreement, Customer must notify “THE SELLER” by following the procedures set forth in this section (inclusive of subparts). The failure to follow such procedures shall constitute a waiver of that defect or nonconformity. It is the Customer’s responsibility to inspect all Products immediately upon receipt and “THE SELLER” will accept the return of defective Products provided that these procedures are followed on or before the seventh (7th) day following the date of receipt by Customer of the Products. b. An authorized member from “THE SELLER” will review the request by the purchaser to return delivered products. c. “THE SELLER”, in its sole discretion, will decide if the Products are to be destroyed by the Customer or returned to “THE SELLER”. If “THE SELLER” does not approve return of the Products, Customer will be solely responsible for proper disposition of the Products in a manner that complies with all applicable laws and is not likely to damage or otherwise impair the health, property, or welfare of the public or any person. All returns for any other reason will be at the Customer’s responsibility.
Remedies of Customer. The Customer’s exclusive and sole remedy on account of, or in respect of, the furnishing of Products that do not conform to this Agreement will be to secure the replacement of the Products. Remedies of “THE SELLER”. In the event of Customer’s default under these Terms and Conditions of Sale or in the performance of any verbal or written purchase order or Agreement, “THE SELLER” shall have all rights and remedies available at law or in equity. Customer agrees to pay “THE SELLER” all costs and expenses, including attorney’s fees, incurred by “THE SELLER” in exercising any of its rights and remedies.
Force Majeure. ”THE SELLER” shall not be liable for any actions or failure to act due to causes beyond its reasonable control, or due to acts of God, acts of Customer, delays by a vendor or supplier of “THE SELLER”, acts of civil or military authority, priorities, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, delays in transportation, car shortages, and inability due to causes beyond its reasonable control to obtain necessary labor, materials, or facilities.
Entire Agreement. All agreements and understandings of any kind heretofore made between “THE SELLER” and Customer are embodied herein, and no changes shall be made hereto unless the same shall be in writing and duly signed by an authorized representative of both “THE SELLER” and Customer. No terms or provisions contained in any purchase order submitted by Customer shall apply.
No Implied Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement will in no way affect the right to require such performance at any time thereafter, nor will the waiver of either party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision.
Severability. In the event any provision of these Terms and Conditions of Sale is held or determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall remain in full force and effect.
Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the internal laws of the State of Michigan.