The terms and conditions set forth herein constitutes the sole terms and conditions of sale. No terms or conditions, other than those stated herein, whether contained in Buyer’s purchase order or elsewhere will be binding on Seller unless agreed to in writing by Seller. Buyer’s receipt of this acknowledgment without prompt written objection thereto will constitute an acceptance by Buyer of all terms and conditions set forth herein.
All sales are FOB (INCOTERMS® 2010) point of original shipment and payment terms are net 30 days, unless specified differently on the face of the invoice. Interest at the maximum rate permitted by law will accrue on all invoices unpaid as of the net due date.
Failure of Buyer to pay on the due date for goods shipped will give Seller the right to suspend further shipment, without notice to Buyer, until all previous shipments are paid, to cancel this agreement, or to demand adequate assurance of due performance. Seller may, in addition to its other rights or remedies, treat Buyer’s failure to make immediate payment or provide adequate assurance of performance as a breach of this agreement. Seller may terminate this agreement immediately and without notice, if Buyer becomes insolvent or subject to any proceeding under any bankruptcy or any insolvency law.
Notwithstanding anything else herein contained, Seller reserves the right to modify payment terms or to allow no credit whatsoever to Buyer if, subsequent to the date of order, Seller determines that it cannot grant Buyer the credit terms which are specified herein. Buyer understands that the reservation is necessary to allow Seller’s credit department to have adequate time to review Buyer’s credit status.
Seller will furnish goods of the quality specified. Seller will be liable only for the replacement of any goods which are defective, or do not conform to specifications, at time and place of delivery. If goods in Buyer’s possession appear not to conform to specifications or to be defective, Buyer shall immediately notify Seller who will have a right to inspect them. Claims for errors, shortage or defects will not be considered unless made within 10 days after receipt of the goods. No defective or non-conforming goods will be returned, repaired or disposed of without Seller’s written consent. No allowances will be made to Buyer for goods or labor involved in the movement of rejected goods from Buyer’s location. Seller’s liability in no event will exceed the purchase price of the goods. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT WILL SELLER BE LIABLE FOR BUYER’S LOST PROFITS OR FOR ANY OTHER CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES INCURRED BY BUYER, REGARDLESS IF A CLAIM FOR SUCH DAMAGES IS BASED ON CONTRACT, TORT OR OTHERWISE. IN NO EVENT WILL SELLER BE LIABLE TO BUYER, OR TO BUYER’S OFFICER’S EMPLOYEES, REPRESENTATIVES OR INSURERS, OR TO ANY THIRD PARTY, FOR DAMAGES CAUSED BY THE ACTS OR OMISSIONS OF BUYER OR BUYER’S OFFICER’S, EMPLOYEES OR REPRESENTATIVES, OR ANY THIRD PARTY.
WARRANTY: Seller warrants the goods sold hereunder will conform to the specifications contained herein or in Seller’s quotation, subject to Seller’s standard manufacturing variations, if any, and will be free from defects in material and workmanship. THIS EXPRESS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR OTHERWISE.
Seller will use all reasonable efforts to comply with Buyer’s request as to shipments but Seller reserves the right to use an alternate method of transportation or route of shipment if substantial delay might otherwise occur. If the routing or mode of transportation is changed Seller will notify Buyer as soon as practicable.
Unless otherwise specified by Buyer standard packaging will apply. If Buyer’s order includes any special packaging, loading and bracing requirements Seller will use reasonable efforts to comply with these requirements and Buyer will pay Seller for any such additional goods and/or services at Sellers then prevailing prices.
Seller will not be responsible for delay in performance of this agreement resulting in whole or in part from fire, flood or other catastrophe; strikes, lockouts, or other differences with employees; war, riot or embargo delays, mill conditions, shortages or transportation equipment, fuel, labor or material; losses or damages in transportation; compliance with any Federal or State law or administrative regulations; or any other causes beyond Seller’s control.
Buyer may not cancel or modify purchase orders or delay releases after goods are in process except with Seller’s prior written consent.
Waiver by Seller of any breach of this agreement will not constitute a waiver of any other breach. Failure to exercise any right accruing through any default of Buyer will not affect or impair Seller’s rights in case of any subsequent default of Buyer.
It is understood and agreed, where the goods described herein are to be exported, that Seller specifically reserves to itself all rights to drawback of duty or taxes paid on goods entering into the manufacture or production of the goods exported, to which right Buyer disclaims all interest, and agrees to furnish Seller with proof of exportation and all documents necessary to obtain payment of such drawbacks and to cooperate with Seller in obtaining such payment.
Buyer agrees to indemnify Seller from any and all liability that may arise from the delivery, use, storage, transportation, or resale of the goods and/or services. If Buyer breaches any of its obligations hereunder, Seller has the right to immediately terminate this agreement, in whole or in part, and pursue any other remedy available to Seller under his agreement or applicable law.
Buyer agrees to keep confidential the terms and conditions of these Conditions of Sale, including any confirmation terms (if applicable) and all proprietary information disclosed by or on behalf of Seller or otherwise learned or obtained by Buyer in connection with this confirmation or the performance hereof. Buyer will not use any of this information other than in connection with the performance of this confirmation and will not disclose any of this information except to the extent required by law and then only after prior notice to Seller.
Buyer may not assign this agreement or any of its rights or obligations hereunder without Seller’s prior written consent. If any provision of this agreement is held to be invalid, illegal or unenforceable, whether in whole or in part, that part will be severed and the remainder of this agreement will remain in effect. This agreement will be governed by the laws of the State of New York, notwithstanding conflicts of law rules. Plateplus, Inc. is an equal opportunity employer and to the extent Plateplus, Inc. is a federal contractor, this agreement is subject to the rules and regulations imposed upon contractors and subcontractors pursuant to the Fair Labor Standard Act and 41 C.F.R. Chapter 60 and 61.