Terms and Conditions

TERMS AND CONDITIONS

  1. Order for goods will be made up as nearly as possible to the quantities specified but it is understood that the Purchaser will accept reasonable variations as complete fulfillment of orders hereunder. Shipments will be made as promptly as possible after receipt of shipping instructions, but the vendor shall not be responsible for any loss or damage of any kind or nature whatsoever, and whether direct, indirect or consequential, caused by delay in delivery, irrespective of the cause of such Each shipment will be considered separate and the failure to make or delay in making of any shipment will not affect the balance of this contract.
  2. All goods are sold hereunder F.O.B. Vendor's warehouse and title to and risk of loss to the goods shall pass to the Purchaser upon the earlier of delivery to the Purchaser or to a carrier (whether named by the Purchaser or not) unless otherwise specifically provided herein.
  3. The Purchaser shall be allowed thirty days from the date of shipment within which to inspect goods for shortages or errors and shall be allowed thirty (30) days from the date of shipment within which to inspect goods for Unless the Purchaser shall have given written notice of shortages or errors within such thirty (30) day period of defects within such thirty (30) day period, the Purchaser shall be deemed to have accepted the goods. Any goods claimed to be defective must be held by the Purchaser for inspection by representatives of the Vendor before adjustment will be made. The Vendor will replace any goods found to be defective unless the goods have been accepted or deemed accepted as herein provided. It is understood and agreed that the Vendor's liability with respect to goods and hereunder is restricted to the price of the goods or replacement thereof only and does not extend to loss or damage of any kind or nature whatsoever and whether direct, Indirect or consequential. Save as specifically provided in this paragraph the Vendor shall not be liable for any goods or for failure of any goods to conform with specifications or sample or for breach of any warranty, express or Implied, and the Vendor shall not be liable for any loss or damage resulting from any such defect, failure to conform or breach of warranty, whether said damages are direct, indirect of consequential. THERE ARE NO WARRANTIES EXPRESS OR IMPLIED OF MERCHANTABILITY, FITNESS OR OTHERWISE IN RESPECT OF THE GOODS.
  4. Should any government or governmental body, board or agency impose or adjust any applicable sales, excise or other taxes altering those in effect at the date of this contract, or should exchange rates fluctuate altering those in effect at the date of this contract, or should the Vendor's suppliers of the goods adjust their prices to the Vendor altering the prices in effect at the date of this contract, the Vendor reserves the right to adjust prices to the purchaser by an amount sufficient to cover such alterations to taxes, exchange rates or prices. The Vendor reserves the right, at any time, to alter prices applicable to goods unshipped hereunder provided that the Vendor gives thirty (30) days prior notice of such price alteration. If Vendor is precluded from increasing, or is required to reduce, the price of the goods covered by this agreement by any law, order, rule or regulation of any applicable government authority, the Vendor shall have the right to terminate this contract with respect to any unshipped goods.
  5. If at any time, in the Vendor's opinion, the Purchaser's credit is impaired, the Vendor shall have the right to require payment in advance for any subsequent shipment. If the Purchaser shall fail within a reasonable time to make such payment in advance or if the Purchaser shall fail to make any other payment as it becomes due, such failure shall constitute a breach of contract by the Purchaser.
  6. In the event of the insolvency or bankruptcy of the Purchaser or if the Purchaser fails duly and punctually to make any payment required to be made by the Purchaser hereunder or to perform any the Purchaser's other obligations hereunder, the Vendor shall have the right to terminate this contract with respect to any goods remaining unshipped, but no such termination shall affect the Purchaser's obligation to pay for any goods shipped hereunder prior to such termination or prejudice or affect any rights or remedies of the Vendor arising out of any default. No waiver by the Vendor of any breach of the provisions hereof shall be construed as a waiver of any further or other breach.
  7. The Vendor's obligations under this contract are and shall be subject to war, invasion, insurance, riot, the order of any civil authority, breakdowns, strikes, lockouts, labour disputes, accidents, fire, delay of Vendor's supplies, delays in manufacturing, transportation or delivery of material or any other cause or causes, whether or not similar to any of the foregoing, beyond the Vendor's reasonable control, and the Vendor shall not be liable for any loss or damages of any kind or nature whatsoever, and whether direct, indirect, or consequential, suffered by any person as a result of any such causes or any delay resulting therefrom. The Vendor reserves the right to terminate this contract should fulfillment hereof in whole or in part be delayed or rendered impossible by any of the foregoing causes. In the event of such termination, the Vendor's liability and obligations under or arising out of this contract shall cease except with respect to any goods shipped hereunder prior to such termination, and the Purchaser shall remain liable to accept and pay for goods so shipped.
  8. Any action with respect to any dispute arising hereunder or related hereto must be commenced within one year from the date of the events giving rise to the cause of action, otherwise the right of action shall be barred.
  9. No right, duty or obligation of the Purchaserarising hereunder or relating hereto may be assigned by the Purchaser.
  10. Any provision hereof which is contrary to law shall not invalidate any other provision hereof, and any provision required to be included in a contract of this type by applicable law shall be deemed to be incorporated
  11. This writing embodies the entire agreement between the parties There are no representations or collateral agreements affecting the agreement or affecting the rights of the parties hereto except as specifically provided herein. None of the terms and conditions contained herein may be added to, modified, superseded or otherwise altered except by written instrument signed by each of the parties hereto.