Selling Company- The seller identified on the front of the invoice is referred to as "SELLING COMPANY".
General Terms & Conditions- All sales of materials or equipment by SELLING COMPANY are expressly conditioned upon the terms and conditions set forth below. Any additional of different terms or conditions set forth in the purchase order of the Purchaser or in any similar such communication are hereby objected to by SELLING COMPANY and shall not be binding nor effective unless assented to in writing by the President of the SELLING COMPANY.
PRICE QUOTATIONS- All quotations are made in accordance with SELLING COMPANY interpretation of the plans and specifications. Quotations include only the materials listed and are subject to correction of errors. Deviations in quantities may modify prices quoted. Quotations are void unless accepted within 30 days from the date thereof, unless otherwise provided. Any orders resulting from quotations are subject to approval of SELLING COMPANY credit department.
In case of a price increase, any unfilled portion of any order will be billed at the price in effect at the time of shipment unless otherwise stated on a quotation.
Prices quoted do not include any state or federal taxes.
All materials specified in quotations are to be within the limits and sizes of the manufacturer and subject to standard manufacturing practices.
Possession of a quotation does not necessarily constitute an offer to sell.
SALES PRICES & TERMS- Unless otherwise noted, all prices by SELLING COMPANY are subject to change without notice.
Prices do not include sales, use, excise or similar taxes and, where applicable such tax shall be billed as a separate item and paid by the Purchaser.
Unless otherwise noted, all sales are made F.O.B. point of shipping; in all cases, title shall pass upon delivery to the carrier at the point of shipment and thereafter all risk of loss or damage shall be upon the Purchaser. Where purchaser is to inspect or test, inspection and acceptance must be made before the shipment.
DELIVERY- SELLING COMPANY shall not be liable for failure to deliver or for delays in delivery or performance due to (1) causes beyond its reasonable control, or (2) act of God, acts of Purchaser, acts of civil or military authority, priorities or other governmental allocations or controls, fires, strikes, or other labor difficulties, riots, and other civil disturbances, delays in usual source of supply, delays in transportation, or (3) any other commercial impracticability. In the event of any such delay the date of delivery or performance shall be extended for a period equal to the time lost by the reason on delay.
PAYMENT- Each shipment or delivery shall be deemed to have been sold under a separate independent contract.
If, in the judgment of SELLING COMPANY, the financial condition of the Purchaser at the time of manufacture or shipment does not justify the terms or payment specified, SELLING COMPANY reserves the right to require full or partial payment before the manufacture or shipment and suspend any further performance until such payment has been received.
WARRANTIES- (1) With respect to product sold hereunder manufactured or blended by others; SELLING COMPANY is neither the manufacturer nor the agent or representative of the manufacturer of the material or equipment sold herein. Material and equipment distributed by SELLING COMPANY are the products of manufacturers sold under their prospective brand or trade names. Except as to title, SELLING COMPANY MAKES NO WARRANTIES, EITHER WRITTEN, ORAL, IMPLIED, OR STATUTORY relating to material or equipment distributed by SELLING COMPANY. NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. Purchaser shall reply upon those warranties or guarantees of the manufacturers of said material or equipment, for which SELLING COMPANY assumes no responsibility, (2) With respect to product sold hereunder manufactured or blended by SELLING COMPANY; SELLING COMPANY warrants that said product meet and comply with the published specifications of SELLING COMPANY in connection with said products. SELLING COMAPNY makes no warranty as to fitness for any particular purpose.
LIMITATION OF LIABILITY- SELLING COMPANY liability on any claim for loss or damage arising out of sales contracts or from the performance or breech thereof or connected with the supplying of material or equipment thereunder, or its sale, resale, operation or use, whether based on warranty, contract, negligence or other grounds, shall not exceed the price allowable to sucj material or equipment or part thereof involved in the claim. SELLING COMPANY shall not, under any circumstances, be liable for any labor charges unless agreed upon, in advance, in writing by an authorized officer of SELLING COMPANY.
SELLING COMPANY SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES including but not limited to, loss of profits or revenue loss of use if the product or any associated product, cost or capital, cost of substitute products, facilities or services, downtime costs, or claims of customers of the Purchaser for such damages.
LOAN AGREEMENT- Said terms are loaned at the request of the Purchaser, to be solely, actively and continuously used by him or it on said premises in the storage, handling, advertising, and/or sale of products purchased from SELLING COMPANY and for no other purpose.
It is expressly agreed by the parties that said items are at all times and shall remain the property of the SELLING COMPANY, and if, at any time, Purchaser shall cease to occupy the said premises or shall cease to deal in products purchased from SELLING COMPANY or shall not actively and continuously handle and sell the same to its or his customers in a manner satisfactory to SELLING COMPANY, or shall at any time use sold items for any other purpose than as provided in this agreement, or in any other manner violate any of the conditions of this agreement. SELLING COMPANY shall have the right to enter any of the premises or any other premises where any of the said items may then be, with such agents and appliances as may SELLING COMPANY deem necessary and remove and retake said items, without recourse to any legal proceedings or that purpose, and without liability for damages in any event for so doing.
Purchaser agrees to install and maintain said items in a proper and safe manner and in good condition and repair at all times and to pay any and all taxes levied on the same, and further agrees not to encumber or remove the same, or any part thereof, and not to do or suffer to be done, anything whereby the items or any part thereof, shall be attached, seized, taken in execution, destroyed or damaged, or anything whereby the title of the SELLING COMPANY to any of said items may in anyway be prejudiced.
Purchaser accepts said system in its present condition and agrees that no representations or warranties, express or implied are made by SELLING COMPANY, as to the condition or fitness of said system, or any part thereof, and does hereby assume all risk in any manner arising out of the presence and use of same; and Purchaser hereby waives and relinquishes any and all claims against the SELLING COMPANY, and does hereby exonerate, discharge, and agree to protect and save harmless and indemnify SELLING COMPANY from any and all liability or claims for loss, damage or injury to persons or property , (including, but not by way of limitation, Purchaser. Purchaser’s agents, servants or any other person or persons, on or about said premises, or the property of any of them), by reason of leakage, fires, explosion, or other casualty occurring through any latent or patent imperfection, injury in or damage to, or by reason of the use of said items or any part thereof, or from any cause whatsoever.
No modification of this agreement shall be binding on either party unless such modification shall be in writing duly accepted and agreed to by SELLING COMPANY.
CONTAINERS AND PALLETS– Containers and pallets charged on this order must be paid for same as merchandise and are returnable for partial credit within six months from date of shipment provided they show no evidence of abuse or use for purpose other than storage of original contents.
CANCELLATION– Purchaser may cancel any order only by mutual agreement based upon payment to SELLING COMPANY of reasonable and proper cancellation charges.
RETURNED GOODS– Material and equipment must not be returned without the advanced written consent of SELLING COMPANY. All returns will be subject to a restocking charge of at least 15%.
ASSIGNMENT– Any assignment of any contract involving an order, or any rights thereunder, by the Purchaser without the advance, written consent of SELLING COMPANY shall be void.
GENERAL– All orders are subject to acceptance by SELLING COMPANY and all sales contracts for material or equipment entered into by SELLING COMPANY shall be construed and governed by Minnesota law. Any representation, affirmation of fact, and course of dealings, promise or condition in connection therewith or usage of the trade not incorporated herein shall not be binding on either party. No waiver, alteration or modification of any of the provisions hereof shall be binding unless in writing and signed by the President of SELLING COMPANY.
SERVICE CHARGES– A monthly service equal to 18% annually or the highest rate allowed by law will be made on all past due accounts. All costs associated with collecting delinquent accounts will be the responsibility of the Purchaser, including, but not limited to, collection costs, attorney fees, filing fees, and other miscellaneous fees. All costs associated with carrying and storing product for an order ready for shipment but delayed at the request of Purchaser will be the responsibility of the Purchaser, including, but not limited to, demurrage costs, warehousing costs, cost of funds, and other miscellaneous costs and fees. All checks returned for non-payment will be accessed a $25.00 fee. This agreement shall be interpreted and construed in accordance with the laws of the State of Minnesota. The parties expressly agree that any suit between the parties in connection with this agreement shall be filed and venued in the County of Hennepin in the state of Minnesota with respect to any dispute, proceeding, or action arising from this agreement.