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Standard Terms & Conditions
Seller (Commercial Truck & Van Equipment, herein referred to as CI) agrees to supply and Purchaser (You) agrees to purchase products (goods) described in Sellers current comprehensive catalog, which shall supersede any terms and conditions on any purchaser order form submitted to Seller by Purchaser.
1. SHIPMENT AND DELIVERY
Delivery will be made F.O.B. origin, freight paid in accordance with Sellers standard freight policy in effect at the time of shipment. Seller will comply with all reasonable shipping and handling instructions received prior to shipment. In the event Purchaser requests shipment not in accordance with Seller's standard Freight Policy, delivery will be made F.O.B. origin. Seller may charge, and Purchaser shall pay, a special handling fee for any purchase requiring shipment by truck freight.
Purchaser shall examine all goods promptly upon receipt thereof. No later than fifteen (15) days after receipt, Purchaser shall notify Seller of all claimed shortages or damaged goods, or if rejection is intended, shall specify all grounds therefore. Failure to give such notice shall be deemed an acceptance of the goods as of the date of shipment.
2. PRICE ADJUSTMENT
Seller reserves the right to adjust prices or correct printing errors. Seller will verify prices when purchaser places orders.
3. CREDIT AND PAYMENT TERMS
Purchaser shall furnish to Seller all financial information reasonably requested by Seller from time to time for the purpose of establishing or continuing Purchaser's credit limit, it being understood that Seller shall have the right to decline to extend credit to Purchaser and to require that the applicable purchase prices be paid prior to shipment. Seller shall have the right from time to time, without notice, to change or revoke Purchaser's credit limit on the basis of changes in Seller's credit policies or Purchaser's financial condition and/or payment record.
Payment terms for each shipment of goods shall be as stated on Seller's invoice. A service charge of the lesser of one and one-half percent (1 1/2%) per month or the maximum amount allowed by law will be charged on all past due balances to defray Sellers costs of carrying such balance.
In the event Purchaser fails to make timely payment of any amount invoiced hereunder, Seller shall have the right, in addition to any and all other rights and remedies available to Seller, at law or in equity, immediately to revoke any or all credit extended, to delay or cancel future deliveries and/or to reduce or cancel any or all quantity discounts extended to Purchaser. All costs of collection, including reasonable attorneys fees, shall be paid by Purchaser.
Any obligation of Seller under this Agreement to deliver goods on credit terms shall terminate without notice if Purchaser files a voluntary petition under a bankruptcy statute, or makes an assignment for the benefit of creditors, or if an involuntary petition under a bankruptcy statute is filed against Purchaser, or if a receiver or trustee is appointed to take possession of the assets of Purchaser.
4. TAXES
Purchaser shall bear applicable federal, state, municipal and other government taxes (such as sales, use, etc.). Unless otherwise specified, list prices do not include such expenses, and they will appear, if applicable, as separate, additional items on the invoice. Exemption certificates, valid in the place of delivery, shall be presented to Seller prior to shipment if they are to be honored.
5. WARRANTY
Seller warrants that goods manufactured by Seller (or manufactured specifically for resale by Seller only) shall be free from defects in material and workmanship for a period of ninety (90) days from date of invoice unless otherwise specified in the manufacturers published policies and warranties for any particular product(s). This warranty is made solely to Purchaser.
Seller's sole obligation (and Purchaser's sole remedy) in the event of breach of warranty shall be the repair or replacement of defective goods. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES OR DAMAGES OF ANY KIND OR NATURE ALLEGED TO HAVE RESULTED FROM ANY BREACH OF WARRANTY. Purchaser shall promptly advise Seller of any defect in goods delivered hereunder and, without deduction or offset, upon obtaining prior authorization of Seller, ship defective goods to Seller's designated warehouse. Seller may bear the expense of shipping the defective goods to its warehouse and the expense of shipping the repaired or replaced goods to Purchaser, unless such goods were not defective, in which case Purchaser shall bear all reasonable expenses incurred in inspecting, testing and returning the goods. In all events, Purchaser shall bear the risk of loss or damage during transit.
Seller shall not be obligated to repair or replace goods rendered defective, in whole or in part, by causes external to the goods, such as, but not limited to, catastrophe, power failure or transients, over voltage on interface, environmental extremes, improper use, maintenance and application of the goods, or use of unauthorized parts.
Manufacturers shall remain solely responsible for the design, sale, and functionality of their products, including any liability arising from product infringement or product warranty. SELLER DOES NOT WARRANT THE MERCHANTABILITY OF THE GOODS OR THEIR FITNESS FOR ANY PARTICULAR PURPOSE. SELLER MAKES NO WARRANTY WITH RESPECT TO ANY GOODS WHICH WERE NOT MANUFACTURED BY SELLER OR MANUFACTURED SPECIFICALLY FOR RESALE BY SELLER ALONE. SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, OTHER THAN THOSE SPECIFICALLY SET FORTH HEREIN.
6. PRODUCT RETURNS
Purchaser must request a Return Merchandise Authorization (RMA) number and shipping instructions prior to returning any product to Seller. There is no restocking fee if the product is returned unopened (shrink-wrap unbroken) within fifteen (15) days of the date of receipt. Later returns and opened product will incur a restocking fee (minimum 20%). Purchaser will be advised of any applicable restocking fee. No credit can be issued after 60 days from date of invoice. Customer is responsible for paying return freight on any returned items.
7. DEFECTIVE RETURNS
Within fifteen (15) days after the date of purchase by Purchaser, Purchaser may return to Seller for replacement or credit any goods found to be defective; provided that, Purchaser shall obtain Sellers approval prior to returning the goods. Seller reserves the rights to require Purchaser to return defective goods directly to the goods manufacturer for replacement according to the manufacturers defective goods return policy.
8. PATENT AND TRADEMARK INDEMNITY
Seller shall defend any suit or proceeding brought against Purchaser and shall indemnify and hold Purchaser harmless from and against all damages and costs incurred by Purchaser arising from the infringement of patents or trademarks or the violation of copyrights by goods manufactured by Seller (or manufactured specifically for resale by Seller alone) and purchased by Purchaser, provided that Purchaser promptly notifies Seller in writing of the charge of infringement or legal proceeding and gives Seller full and complete authority, information, and assistance for the defense of such charge or suit.
SELLER SHALL HAVE NO DUTY TO DEFEND, INDEMNIFY, AND HOLD HARMLESS PURCHASER FROM AND AGAINST ANY OR ALL DAMAGES AND COSTS INCURRED BY PURCHASER ARISING FROM THE INFRINGEMENT OF PATENTS OR TRADEMARKS OR THE VIOLATION OF COPYRIGHTS BY GOODS WHICH WERE NOT MANUFACTURED BY SELLER OR MANUFACTURED SPECIFICALLY FOR RESALE BY SELLER ALONE.
Seller shall have the option at any time to replace or modify any goods sold to Purchaser to avoid patent or trademark infringement or copyright violation; provided such replacement or modification does not materially affect performance hereunder. NOT WITHSTANDING ANY OTHER TERMS OR CONDITIONS TO THE CONTRARY, SELLERS LIABILITY UNDER THIS SECTION SHALL NOT EXCEED THE PURCHASE PRICE OF THE INFRINGING HARDWARE OR SOFTWARE, LESS REASONABLE DEPRECIATION COMPUTED ON A FIVE-YEAR STRAIGHT LINE BASIS.
9. LIMITATION OF LIABILITY
SELLER SHALL NOT BE LIABLE TO PURCHASER OR ANY OTHER PARTY FOR ANY LOSS, DAMAGE OR INJURY WHICH RESULTS FROM THE USE OR APPLICATION BY PURCHASER OR ANY OTHER PARTY OF GOODS AND/OR SERVICES DELIVERED TO PURCHASER, UNLESS THE LOSS OR DAMAGE RESULTS DIRECTLY FROM THE INTENTIONALLY TORTIOUS OR FRAUDULENT ACTS OR OMISSIONS OF SELLER. IN NO EVENT SHALL SELLER BE LIABLE TO PURCHASER OR ANY OTHER PARTY FOR LOSS, DAMAGE, OR INJURY OF ANY KIND OR NATURE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, OR ANY AGREEMENT INTO WHICH THEY ARE INCORPORATED, OR ANY PERFORMANCE OR NONPERFORMANCE UNDER THESE TERMS AND CONDITIONS BY SELLER, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS, IN EXCESS OF THE NET PURCHASE PRICE OF GOODS AND/OR SERVICES ACTUALLY DELIVERED TO AND PAID FOR BY PURCHASER HEREUNDER. IN NO EVENT (INCLUDING EVENTS OF LOSS, DAMAGE, OR INJURY PROVIDED FOR IN THE PRECEDING PARAGRAPH) SHALL SELLER BE LIABLE TO PURCHASER OR ANY OTHER PARTY FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF GOOD WILL, LOSS OF ANTICIPATED PROFITS, OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH SELLERS BREACH OF, OR FAILURE TO PERFORM IN ACCORDANCE WITH, ANY OF THESE TERMS AND CONDITIONS, OR THE FURNISHING, INSTALLATION, SERVICING, USE OR PERFORMANCE OF ANY GOODS OR OTHER MATERIALS OR SERVICES SELLER SHALL PROVIDE HEREUNDER, EVEN IF NOTIFICATION HAS BEEN GIVEN AS TO THE POSSIBILITY OF SUCH DAMAGES. PURCHASER HEREBY EXPRESSLY WAIVES ANY AND ALL CLAIMS FOR SUCH DAMAGES.
10. CALIFORNIA LAW
These terms and conditions (and any agreement into which they are incorporated) shall be interpreted in accordance with and governed by the laws of the State of California, and Seller and Purchaser hereby consent to the jurisdiction of the California courts.
11. NOTICES
All notices, requests, demands and other communications called for or contemplated hereunder shall be in writing and shall be deemed to have been duly given when delivered or two (2) days after mailing by U.S. certified or registered first-class mail, prepaid, and addressed to the parties at their principal place of business or at such other addresses as the parties may designate by written notice.
12. ASSIGNMENT
Purchaser shall not assign any order or any interest therein without the written consent of Seller. Any such actual or attempted assignment without Sellers prior written consent shall entitle Seller to cancel such order upon written notice to Purchaser.
13. SEVERABILITY
A judicial determination that any provision hereunder is invalid in whole or in part shall not affect the enforceability of those provisions found not to be invalid.
14. CAPTIONS
The captions used herein are for reference purposes only and shall have no effect upon the construction or interpretation of any provisions herein.
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