Aladdin Temp-Rite, LLC
TERMS AND CONDITIONS OF PURCHASE/SALE
The transaction to which this invoice relates is subject to the additional terms and conditions hereof. By accepting the goods or service hereunder or by signing or initialing below. Buyer (or Buyer’s authorized representative on behalf of Buyer) acknowledges and agrees to all the terms and conditions hereof.
Additional terms and conditions referred to on the face hereof upon which this sale is made and to which Buyer and Seller agree follow below. Seller’s acceptance of Buyer’s order is expressly made conditional on the Buyer’s assent to these terms and conditions. Buyer’s assent shall be conclusively presumed from Buyer’s failure to object within 15 days of receipt of these terms and conditions or from Buyer’s acceptance of all or part of these goods or services.
GENERAL
All orders subject to credit approval and the terms appearing on the face hereof. Prices quoted subject to change if not accepted within 30 days from the date of quote unless specified otherwise. Our delivery estimates are made realistically and in good faith for your convenience in scheduling, not as part of a contract.
Stenographical and clerical errors and omission are subject to correction. Merchandise shall not be returned until permission for such return is granted. Variations in count or rejections must be reported within 10 days of invoice date, after such time Buyer is conclusively presumed to have inspected the goods and accepted the same as conforming to specifications of Buyer.
WARRANTIES AND LIABILITIES OF SELLER
Unless otherwise specified in writing and signed by a duly authorized officer of Seller, Seller warrants to the original purchaser that its products will be free from defects in material or workmanship under normal use for 90 days from the date of invoice. Materials or goods furnished from outside sources shall carry the warranty as furnished by that supplier in lieu of the warranty of Seller. This warranty is subject to the term and conditions that the goods claimed to be defective are returned to Seller’s Hendersonville, TN facility at Buyer’s expense, together with a written description detailing the nature of the claimed defect within 30 days of discovery of the claimed defect (but in no event later than 30 days after the expiration of the warranty), and that the goods have been used, if at all, under normal operating conditions and have not been subjected to misuse or abuse. Failure to satisfy these conditions voids the warranty of the Seller.
Our obligation under this warranty is exclusively limited at our option to repair or replacement of any product that proves defective within 30 days from the date of this invoice. Any expense incurred in correcting a defect involving removal or installation of the defective goods, transportation charges, and any and all sales taxes, duties, imports, or excise thereon shall be borne by Buyer.
THE WARRANTIES AND REPRESENTATIONS OF SELLER CONTAINED HEREIN ARE EXPRESSLY IN LIEU OF, AND BUYER WAIVES, ANY AND ALL OTHER WARRANTIES EXPRESS AND IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER REMEDIES AGAINST SELLER, WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE. BUYER ACKNOWLEDGES AND AGREES THAT SELLER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES OR ECONOMIC LOSS OF ANY NATURE (INCLUDING, WITHOUT LIMITATION, LOST REVENUES AND/OR PROFITS) THAT MAY BE CLAIMED TO RESULT FROM ANY BREACH OF WARRANTY OR CONTRACT BY SELLER. NO AGREEMENT, CUSTOM, OR PRACTICE EXTENDING THIS WARRANTY OR LIABILITY OF SELLER SHALL BE BINDING ON SELLER UNLESS IN WRITING AND SIGNED BY A DULY AUTHORIZED OFFICER OF SELLER. RECOVERY OF ANY KIND SHALL NOT BE GREATER THAN THE AMOUNT OF THE PURCHASE PRICE OF THE GOODS SOLD THAT CAUSED THE ALLEGED DAMAGE.
BUYER’S LIABILITIES
In the event of Buyer’s breach of any obligation hereunder, Seller shall be entitled to, in addition to all remedies contained in the Tennessee Uniform Commercial Code or otherwise allowed by applicable law, recovery of all costs and expenses incurred in attempting to enforce its rights and remedies hereunder, including reasonable attorney’s fees, which Buyer agrees to pay on demand. Buyer assumes all risk and liability for any loss or injury to Buyer arising out of use or possession of any goods sold under this form. Buyer shall be charged interest at the rate of the lesser of 1.5% per month or the maximum rate allowable under applicable law on all outstanding balances. Unless otherwise agreed to in writing and signed by a duly authorized officer of Seller, all invoices shall be paid within 30 days of presentation, without deduction, offset, or defense.
DELIVERY, TITLE, AND RISK OF LOSS
Delivery shall be made F.O.B. point of origin. Identification of the goods which are the subject of this contract shall occur when they are placed in the possession of the carrier. Title shall pass when the goods are placed in the possession of the carrier. The risk of loss shall be borne by the Buyer from the time the goods are placed in the possession of the carrier.
CONTINGENCIES
Seller shall not be liable for loss, damage, detention, or delay in performance due wholly or partly to causes beyond its control or resulting from fire, strike, or other concerted action of workers, act or omission of any governmental authority or of the Buyer, insurrection or riot, embargo, car shortage, wreck or delay in transportation, or frustrated, good faith efforts to obtain necessary labor, materials, or manufacturing facilities from usual sources.
BUYER’S CREDIT
If the financial responsibility of Buyer becomes impaired or unsatisfactory to Seller, or Buyer is in default to Seller under this or any other contract, advance cash payment or satisfactory security shall be given by Buyer upon demand by Seller, and shipments may be withheld until such payment or security is received. Buyer shall make no deductions (including those for alleged damages) from payments due.
TAXES
All increases in, and all new taxes, excises, or other governmental charges hereafter imposed on the production, sales, or transportation of the goods sold under this form which the Seller may be required to pay shall become part of the price payable by Buyer.
SHIPPING CHARGES
All shipping charges will be paid by Buyer unless otherwise agreed to in writing and signed by a duty authorized officer of Seller. The shipping charges shown on the invoice are approximations of the charges incurred by Seller and may not reflect any and all discounts or rebates that may be credited to Seller by the carrier.
MODIFICATIONS
The terms and conditions stated herein for the sale of goods and services constitute the entire agreement between Buyer and Seller. These exclusive conditions shall take precedence over and Seller hereby rejects any terms or conditions which may appear on Buyer’s purchase order form, subsequent confirmation, or any other document. No provision, term or condition of Buyer’s purchase order form, subsequent confirmation, or any other document shall be binding on Seller, except as expressly stated herein. No additional or different terms, conditions, representations, warranties, or limitations, nor any waiver or discharge of this agreement or any of its terms, shall bind Seller unless in writing and signed by a duty authorized officer of Seller. No modification, representation, limitation, waiver, or discharge of this agreement shall affect Buyer’s liability to Seller accrued prior thereto.
ENFORCEMENT
This agreement shall be governed by and construed in accordance with the internal laws of Tennessee. Any action brought by either Buyer or Seller to enforce any remedy under this agreement shall be brought in state or federal court in Nashville, Davidson County, Tennessee, and Buyer and Seller hereby consent to the jurisdiction and venue of these courts. No action may be brought by Buyer against Seller after one year from the date of invoice and Buyer acknowledges and agrees that this provision shall be the grounds for dismissal of any suit or claim asserted by Buyer after such time.