PLEASE TAKE A FEW MINUTES TO REVIEW THESE TERMS AND CONDITIONS (“TERMS”). THESE TERMS APPLY TO YOUR PURCHASE OF THE PRODUCTS SET FORTH IN THE PURCHASE ORDER (“PRODUCTS”). UPON YOUR SIGNATURE OF THE PURCHASE ORDER YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. ACCEPTANCE OF THE PRODUCTS PURCHASED CONSTITUTES ASSENT HERETO.
- Terms of Agreement. These terms and conditions (the “Terms”) are part of the Purchase Order to which the Terms are attached. The Company does not accept any contrary or additional terms offered by Buyer in any acceptance or other form of document.
- Purchase of Products. Buyer agrees to purchase the Products set forth in the Purchase Order in the quantities and at the purchase price stated therein. The Company agrees to sell the Products specified in the Purchase Order to the Buyer in the quantities and at the purchase price stated therein.
- Payment Terms. Buyer shall pay the purchase price set forth in the Purchase Order net of deposit paid at signing within 30 days or agreed terms set by Ace Carbon days of the date of the Purchase Agreement. A service charge of 1.5% per month (APR 18%) will be charged on all past due balances.
- Cancellation Policy. Once we have received Buyer’s payment for an order, cancellation of the order is subject to a 25% fee. Cut, altered or special materials are non cancellable/returnable.
- Materials; Liens. The non-custom materials normally carried in inventory which have been delivered as ordered may be returned unused, in resalable condition or original packaging, within 30 days from the date of purchase for credit only upon Seller’s prior authorization. All such returned materials must be accompanied by a copy of this Purchase Order and a restocking charge of at least 25%. Special order or customized merchandise may not be returned unless Seller allows on terms determined in its sole discretion. Material furnished for use in the improvement of real property may be subject to the mechanics’ lien laws of the jurisdiction in which the material is used.
- No Warranty. THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CONDITION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER CONCERNING THE MATERIALS DESCRIBED HEREIN AND BUYER ACCEPTS THE PRODUCTS “AS IS”. THE COMPANY DOES NOT ADOPT OR AFFIRM ANY OF THE WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, MADE BY ANY OF THE MANUFACTURERS OF ANY OF THE MATERIALS DESCRIBED HEREIN.
- Limitation of Liability. THE REMEDIES SET FORTH IN THESE TERMS ARE BUYER’S SOLE AND EXCLUSIVE REMEDIES AND THE COMPANY’S ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY. THE COMPANY’S LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY BUYER FOR THE PRODUCTS OR SERVICE THAT BUYER HAS PURCHASED FROM THE COMPANY. THE COMPANY WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY LOSS OF PRODUCTION, WORK, DATA, USE, BUSINESS, GOODWILL, REPUTATION, REVENUE, OR PROFIT, ANY DIMINUTION IN VALUE, COSTS OF REPLACEMENT GOODS OR SERVICES, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO BUYER.
- Shipment Terms; Delivery. All quotations and sales are F.O.B. point of shipment unless expressly stipulated otherwise in writing. The risk of loss, destruction, or damage to the materials shall be on the Buyer from and after delivery of the materials to Buyer or carrier, whichever occurs first. The Company will deliver goods to the specified address even if there is no one there to sign for them, unless Buyer instructs the Company otherwise in writing. Buyer agrees to pay all costs of delivery or redelivery.
- Risk of Loss. The Company shall not be liable to Buyer for any loss or damage suffered by Buyer, directly or indirectly as a result of the Company’s failure to perform, or delay in performing any obligation under this order where such a failure or delay is caused by labor troubles (including, without limitation, strikes, slowdowns and lockouts), civil disturbance, war, acts of terrorism, weather, Government regulations, inability to obtain or revocation of export or import licenses, interruptions of or delay in transportation, materials shortages, power failures, accident, pandemic, or other cause of like or different character beyond the Company’s control.
- Taxes. Prices do not include tax. Taxes will be added, in all cases, unless an exemption certificate is on file with the Company. Buyer shall pay the amount of any applicable sales, use, compensating, intangibles, gross income or like tax, import duties and similar charges levied by any governmental authority in connection with this order.
- Indemnification. The Company takes exception to and hereby objects to all hold harmless and indemnity provisions,
either express or implied, set forth in Buyer’s order that seek to impose liability on the Company.
- Alternative Products. No alternates quoted hereunder are guaranteed equal to the specified materials and alternates are subject to the approval of Buyer’s specifying agent unless otherwise agreed in writing. Prices quoted are F.O.B. point of shipment with full freight allowed at job site with unloading by Buyer. The Company reserves the right to invoice for additional expenses incurred due to partial release of the specified materials. Delivery dates are not guaranteed and delinquency in delivery will not constitute grounds for charge back, setoff, or other damages or claims of damage against the Company.
- Breach. In the event of any breach or default by Buyer on the terms and conditions of sale set forth herein the Company may employ any company, corporation, agency, or attorney to collect any and all amounts owing from Buyer to the Company, including
but not limited to purchase price, service charges, delivery charges, and taxes; and Buyer shall pay to the Company all costs, expenses,
and fees, including reasonable attorneys’ fees, incurred by Seller in the enforcement of the said terms and conditions of sale.
- Solvency. By executing this invoice, the Buyer represents to the Seller that as of the date hereof the Buyer has not ceased to pay its debts in the ordinary course of business, that it can pay its debts as they become due and that it is solvent within the meaning of applicable Federal Bankruptcy laws.
- Governing Law and Jurisdiction. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of California giving effect to any choice or conflict of law provision or rule (whether of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of California.
- Dispute Resolution and Binding Arbitration. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN BUYER AND THE COMPANY ARISING FROM OR RELATING IN ANY WAY TO BUYER’S PURCHASE OF PRODUCTS OR SERVICES FROM THE COMPANY WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. THE ARBITRATION WILL BE BY A SINGLE ARBITRATOR ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACORDANCE WITH THE CONSUMER ARBITRATION RULES THEN IN EFFECT.
- No Waiver. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by an authorized representative of the Company.
- No Third Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than Buyer.
- Severability. If any provision of these Terms is deemed invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
- Assignment. Buyer agrees it not assign any of its rights or delegate any of its obligations under these Terms without the Company’s prior written consent. Any purported assignment or delegation in violation of this Section 19 is null and void. No assignment or delegation relieves Buyer of any of Buyer’s obligations under these Terms.
- Entire Agreement. Buyer’s order pursuant to the Purchase Order and these Terms are the final and integrated agreement between Buyer and the Company regarding the matters contained in these Terms.