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1. Acceptance and Cancellation of Orders.
Any contract for the sale of goods made between Buyer and Seller may be cancelled by Buyer only upon the advance written consent of Seller (which it may withhold in its sole discretion). As a condition to receiving Seller’s written consent, Buyer shall pay all reasonable cancellation and restocking charges incurred by Seller due to Buyer’s cancellation of the order. Special orders for items not normally stocked by Seller are non-cancelable and non-refundable.
All prices quoted and goods shipped are F.O.B. Seller’s place of shipment. Title to and risk of loss of all goods shall pass to Buyer when the goods are placed by Seller in possession of a common carrier selected by Seller for shipment to Buyer. Unless expressly provided otherwise on the front of this Contract, Buyer shall pay all freight, handling, delivery, and insurance costs for the shipment of goods. Seller may refuse or delay any shipment if Buyer fails to satisfy or fulfill any contractual obligations to Seller, whether pursuant to this Contract or any other contract between Seller and Buyer. Seller may deliver all goods covered by this Contract at one time or in portions, from time to time, within the time for delivery provided in the order.
NO AGENT, EMPLOYEE, OR REPRESENTATIVE OF SELLER HAS ANY AUTHORITY TO ALTER OR DELETE ANY TERM OR CONDITION OF THIS CONTRACT OR TO BIND SELLER TO ANY WARRANTY, COVENANT, OR REPRESENTATION CONCERNING THE GOODS DESCRIBED IN THIS CONTRACT UNLESS THAT WARRANTY, COVENANT, OR REPRESENTATION IS CONTAINED IN THIS CONTRACT.
3. Payment Terms.
A. Buyer shall pay for the goods in full, without offset or deduction, within the time frame and in the manner set forth on the front of this Contract. For those sales that do not require payment in advance of or upon delivery, if payment is not received by Seller within the period set forth on the front of this Contract, Buyer shall pay to Seller, on demand, a late payment charge of 1.5% per month of the unpaid balance or the maximum rate of interest allowed by law, whichever is less. Time is of the essence with respect to Buyer’s obligation to pay all invoices in full in a timely manner.
B. All checks are accepted subject to collection. Seller may offset against any payment hereunder any amount owed to Seller by Buyer, whether under this or any other contract between Buyer and Seller. Acceptance of any partial payment shall not constitute waiver of Seller’s right to payment in full of all amounts owing from Buyer to Seller.
C. Buyer hereby grants to Seller a security interest in the goods shipped pursuant to this Contract, including all accessions to and replacements of the goods and the proceeds thereof, to secure the due and punctual payment of the purchase price of the goods and all other amounts owing hereunder. Buyer shall execute and deliver to Seller any additional documents, instruments, financing statements, or amendments that Seller deems necessary or advisable to maintain, continue, and perfect the security interest created.
Until the Buyer makes payment in full for the goods he shall at all times keep them in his possession and control and shall not remove them from stock without our consent and will not sell or otherwise dispose of our deal with the goods. Legal and equitable ownership of the goods remain with us, notwithstanding delivery thereof to the Buyer, until we have received in cash or cleared funds payment in full of the price of the goods and all other gods agreed to be sold by us to the Buyer for which payment is due. Untill such time the Buyer shall have possession of the goods as our Bailee . We will permit the Buyer to sell the goods on in the ordinary course of Business ( either separetly or as part of constructed products ), but in that event the proceeds of sale thereof will be held by the Buyer as our Trustee to the extend of the Buyer’s indebtness to us. Pending any such sale, the Buyer will be obliged to keep the goods separetly from his own goods until the property therein passes to the Buyer.
A. Within 30 days after receipt of each shipment of goods, Buyer shall have the right to examine and test the goods to determine if there is any damage, defect, or shortage. All claims for any damage, defect, or shortage, or for any cause whatsoever (whether the claim is based in contract, negligence, strict liability, other tort, or otherwise) shall be deemed waived unless made in writing and received by Seller within 30 days after Buyer’s receipt of the goods, or, if the claim is for non delivery of goods, within 30 days after the date the goods were to be delivered. Provided, however, that any claim not reasonably discoverable within that 30-day period (including a claim discoverable only in processing, further manufacture, other use, or resale) must be made in writing and received by Seller within 45 days after Buyer’s receipt of the goods. Failure of Seller to receive written notice of any such claim within the applicable time period shall be deemed an absolute and unconditional waiver by Buyer of the claim regardless of whether the facts giving rise to the claim shall have then been discovered or whether processing, further manufacture, other use, or resale of goods shall have then taken place.
B. Goods sold by Seller are not authorized to be used in life support equipment or for applications in which the failure or malfunction of the goods would create a situation in which personal injury or death could occur. Any such use or sale of goods sold by Seller is at the sole risk of Buyer, and Buyer agrees to indemnify and defend Seller against and hold Seller harmless from all damages and costs arising out of such use or sale.
Buyer may return to Seller any goods that are damaged or defective solely by obtaining a Return Material Authorization (“RMA”) from Seller within 30 days of receipt of the goods. Buyer must return to Seller the damaged or defective goods within the period set forth in the RMA. The RMA number must be listed on all packaging containing goods returned to Seller. If Buyer does not request from Seller an RMA within 30 days of receiving the goods to be returned, or requests an RMA for goods that are not damaged or defective, Seller may, at its sole discretion, refuse to issue an RMA for return of the goods or may require that Buyer pay to Seller a reasonable restocking fee as a condition of issuing to Buyer the RMA.
Seller’s prices do not include sales, use, excise, or other similar taxes. Accordingly, Buyer shall pay, in addition to prices specified by Seller, all local, state, and federal taxes, including all sales, use, excise, or other similar tax, payable with respect to the goods or the transactions contemplated herein, or, alternatively, provide Seller with tax exemption certificates acceptable to the applicable taxing authorities.