STANDARD TERMS AND CONDITIONS OF SALE
1. PRICE AND PAYMENT:
All prices, unless stated otherwise herein, are F.O.B. shipping point and are exclusive of any present or future federal, state, local or other taxes applicable to the sale of products listed herein. Any such taxes shall be added to the price and paid by PURCHASER unless PURCHASER provides CHANNELED RESOURCES Incorporated (CHANNELED RESOURCES) with a valid exemption certificate acceptable to CHANNELED RESOURCES and the appropriate taxing authorities. All prices are subject to change without prior notice. CHANNELED RESOURCES reserves the right to increase or decrease purchasers order quantity by 10% over or under the specified quantity shown on original purchase order. The net amount of invoice shall be payable in full within thirty days following the date of invoice. A one percent discount is available if payment is received within ten days of date of invoice. Amounts not paid within thirty days of date of invoice will be subject to a late payment charge of 1.0% per month on the unpaid balance to be included on each month’s invoice until paid. The imposition of such charge is not intended to infer and consent, acquiescence or other agreement, expressed or implied, on the part of CHANNELED RESOURCES to forbear or otherwise defer collection of such amounts when due. To the contrary, CHANNELED RESOURCES expects payment on or before the due date of each invoice and intends to take all necessary and feasible action to enforce prompt payment. PURCHASER confirms, acknowledges and agrees that it would be expensive to attempt to determine the actual damage sustained by CHANNELED RESOURCES as the result of the default payment of any individual account and that the charge of 1.0% per month referred to above represents a reasonable endeavor to fix CHANNELED RESOURCES minimum probable loss resulting from delinquent payment, that such charge bears a reasonable relation to such loss and that surcharge is reasonable in amount. It is expressly intended by CHANNELED RESOURCES and PURCHASER that this provision for late payment charges shall constitute a valid, binding and enforceable agreement for the payment of liquidated damages. If in CHANNELED RESOURCES opinion PURCHASER’s financial condition does not justify continuance of production or shipment on the terms of payment specified, CHANNELED RESOURCES may require payments in advance. Failure of PURCHASER to pay any CHANNELED RESOURCES invoice by its due date makes all subsequent invoices immediately due and payable irrespective of terms and CHANNELED RESOURCES may withhold subsequent deliveries until the full account is settled.
ACCEPTANCE: An order once placed with and accepted by CHANNELED RESOURCES (all orders are subject to acceptance by CHANNELED RESOURCES home office) may be cancelled only with CHANNELED RESOURCES consent and upon terms that will indemnify CHANNELED RESOURCES against loss.
3. TITLE AND RISK OF LOSS:
Shipping term is F.O.B. Seller’s shipping point, and therefore title to, and risk of loss for, all Products shall pass to PURCHASER upon delivery by Seller to a common carrier at Seller’s plant or distribution center from where the Product is shipped, regardless of freight terms or method of payment for transportation charges. The PURCHASER is responsible for filing all loss or damage claims with the carrier.
4. SHIPMENT AND TRANSPORTATION TERMS:
Seller reserves the right to specify the carrier and routing of shipments. If Purchaser requests a carrier or route other than one specified by Seller, Purchaser may be subject to collect freight terms in Seller’s discretion. Freight charges shall be prepaid by Seller and billed to Purchaser, unless specified otherwise in Seller’s confirmation or acknowledgement of the order. Freight rates are based on actual incurred freight costs or a customer specific freight schedule set for Purchaser. Stock and custom orders cannot be combined to achieve lower freight rates. If PURCHASER specifies a carrier that is not a SELLER approved carrier, the shipment will be made on a “Freight Collect” basis. Seller reserves the right in its discretion to package Products in a manner that it deems appropriate for shipment.
5. TRANSIT DAMAGE AND CLAIM PROCEDURE:
Do not sign delivery receipt without inspecting and verifying contents of order. Upon receipt, inspect all goods for damage and content. Signing delivery receipt waives purchasers’ right to a claim. If damaged, refuse delivery. If items are missing, contact CHANNELED RESOURCES immediately. CHANNELED RESOURCES is not responsible for lost or damaged items made by the shipping company.
1) It is the responsibility of the PURCHASER to receive the entire shipment as tendered, and immediately upon delivery at Purchaser’s location to write on the freight bill any missing or damaged portion of the shipment. This must be reported to Seller within 48 hours of receipt of the shipment. For damage claims, the entire package must be retained until after the claim has been evaluated and a determination and/or credit memo has been issued.
2) Within 8 calendar days of receipt of the shipment, any concealed damage must be reported to SELLER. Retaining the entire package is necessary until after a concealed damage inspection report is issued by the carrier. A determination of credit will be made once the claim has been evaluated. A credit will not be issued for any claims made after the 8 calendar day time period.
3) Speed is of utmost importance! Prompt inspection, as well as prompt filing, of the claim with all necessary documents will facilitate fast settlement. NOTE: Without the appropriate paperwork, credit cannot be issued.
4) For verified claims, Seller may replace the Product or refund the purchase price, in Seller’s discretion.
All claims must be accompanied by the following documents:
A) Copy of freight bill with notation of damage or shortage. Date, time and receiver’s name must be included.
B) Include photograph of damaged goods.
C) Send copy of inspection report to Seller’s claims representative. RETAIN COPIES FOR YOUR FILES.
Under no circumstances shall Seller be responsible for any damage or shortage on collect shipments.
CHANNELED RESOURCES products are manufactured in compliance with all applicable requirements of the Fair Labor Standards Act, as amended. Except as otherwise agreed in writing, normal tolerances in specifications shall not be cause to reject products.
Products sold by CHANNELED RESOURCES are reasonable only in accordance with the warranty provisions hereof. Before returning any product, PURCHASER must obtain CHANNELED RESOURCES written material authorization and instructions.
8. FORCE MAJEURE:
Seller shall not be liable for any loss, damage, delay, changes in shipment schedules or failure to deliver caused by circumstances beyond Seller’s reasonable control including, without limitation, accidents, fires, strikes, riots, civil commotion, insurrection, war, the elements, embargoes, failure of carriers, inability to obtain transportation facilities, government requirements, acts of God, or public enemy, prior orders from customers or limitations on Seller’s or its suppliers’ Production, marketing or sales activities. SELLER shall in no event be liable for any consequential damages.
CHANNELED RESOURCES WARRANTS THAT GOODS PURCHASED AND DELIVERED ARE IN COMPLIALL STATEMENTS, SERVICES, INFORMATION AND RECOMMENDATIONS (TECHNICAL OR OTHERWISE) ABOUT SELLER’S PRODUCTS, AND THE USE OR APPLICATION OF SUCH PRODUCTS, ARE BASED ON SELLER’S EXPERIENCE AND TESTING AND ARE BELIEVED TO BE RELIABLE BUT DO NOT CONSTITUTE AN EXPRESS OR IMPLIED GUARANTEE OR WARRANTY AS TO ACCURACY, COMPLETENESS OR RESULTS TO BE OBTAINED. WITH REGARD TO PURCHASER’S USE AND APPLICATION OF PRODUCTS, PURCHASER ASSUMES FULL RESPONSIBILITY FOR QUALITY CONTROL, TESTING AND DETERMINING THE SUITABILITY OF PRODUCTS FOR ANY INTENDED PURPOSE.
THE WARRANTY SPECIFICALLY SET FORTH ABOVE IS IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR USE AND/OR NON-INFRINGEMENT. SELLER SPECIFICALLY DISCLAIMS AND EXCLUDES ALL OTHER SUCH WARRANTIES. IN NO EVENT SHALL SELLER BE LIABLE TO PURCHASER OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.
No representative or agent of SELLER is authorized to give any guarantee or warranty or make any representation contrary to the terms herein.
10. LIMITATION OF LIABILITY
IN NO EVENT SHALL CHANNELED RESOURCES BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFIT, LOSS OF USE OR PRODUCTION OR LOSS OF CAPITAL. THE REMEDIES OF PURCHASER SET FORTH HEREIN ARE EXCLUSIVE AND THE TOTAL LIABILITY OF CHANNELED RESOURCES WITH RESPECT TO ANY CONTRACT, OR ANYTHING DONE IN CONNECTION THEREWITH SUCH AS THE PERFORMANCE OR BREACH HEREOF, OR FROM THE MANUFACTURE, SALE, DELIVERY, RESALE, INSTALLATION OR USE OF ANY PRODUCTS WHETHER ARISING OUT OF CONTRACT, NEGLIGENCE, STRICT TORT, OR UNDER ANY WARRANTY, OR OTHERWISE SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS UPON WHICH LIABILITY IS BASED.
11. APPLICATION OF TERMS AND CONDITIONS
All sales and contracts for sale of Products are subject to Purchaser’s assent and agreement to these Standard Terms and Conditions of Sale, including without limitation all orders, agreements, acknowledgments, confirmations, shipping documents, invoices and other memoranda concerning a sale. Seller hereby objects to any term or condition contained in any Purchaser communication in any form that is different from the terms and conditions herein. No waiver, alteration, addition or modification of these Standard Terms and Conditions shall be valid unless made in writing and signed (hand-written signature) by an executive officer of SELLER.
12. CHOICE OF LAW:
All sales and contracts for sale shall be governed by and construed in accordance with the laws of the State of Wisconsin. The parties agree to exclude the application of the UN Convention on Contracts for the International Sale of Goods. The state and federal courts located in Wisconsin shall have exclusive jurisdiction over any dispute concerning any contract for sale or Product.
13. ENTIRE AGREEMENT
These terms and conditions embody the entire agreement and understanding between the parties, are intended as a complete and exclusive statement of the terms of agreement regarding the products set forth on CHANNELED RESOURCES Sales Order between the parties, and supersede any prior or collateral agreement or understanding between the parties relating to the subject matter hereof. PURCHASER acknowledges that CHANNELED RESOURCES has not made any representation to PURCHASER other than those which are specifically referred to or contained herein. Each paragraph and provision hereof is severable and if any provision is held invalid or unenforceable, the remaining provisions shall nevertheless remain in full force and effect