This transaction shall be governed by the laws of the State of North Carolina, including but not limited to the applicable provisions of the Uniform Commercial Code as adopted by the State of North Carolina. The invalidity of any term or provision hereof shall not invalidate the remaining terms and provisions hereof.
This document is a confirmation of the order placed by the Buyer and constitutes the contract between Buyer and Seller for the purchase of the goods set forth herein. It also constitutes the original invoice and contains all of the terms of the agreement between Buyer and Seller. No other statements or representations by Seller or Seller's agents shall be binding upon Seller except as set forth in this contract unless in writing, signed by both parties. If we have previously received a purchase order, either written or oral, or other documentation from you that limits acceptance to its terms or states that our acknowledgement, shipping of material, commencing work, or other act or failure to act constitutes acceptance of an offer on the terms of your purchase order, this invoice or any responding document sent by us which expresses acceptance or confirms the order is expressly conditioned on your assent to the terms set forth herein and in such responding document. Such assent shall be deemed given when you accept shipment of any of the material described.
We will, at your request, estimate the anticipated time of delivery of any order, but we will have no liability for any non-timely delivery. The Seller shall not be liable for any damage as incurred by the Buyer due to delay in delivery caused by Acts of God, work stoppage, slowdowns or interruption, fire, flood, the elements, casualty, default by any common carrier, or which are due to Government regulations or restrictions affecting the Seller, or inability or refusal of the Buyer to accept or receive shipment when due, or other cause beyond the Seller's control, shall entitle the Seller to extend the time for the performance and delivery for a period, or periods, of time which, in the Sellers discretion appears to be reasonable; or, the Seller may, at its option, cancel this sale, without further liability on the part of the Seller.
A clear receipt given to the Buyer or the Buyer's agent eliminates the possibility of a claim for damage or shortage against the Seller. In cases of shortages, or damaged material, both the Buyer's copy and the Seller's copy of the receipt, freight bill or packing slip (whichever is applicable) must be noted with the detail of the shortage or damage and all copies must be signed and acknowledged by the Seller's agent or representative. If the Seller elects to pick up said items, the Seller shall have the option to then declare this contract null and void, or to replace the goods with new goods and this agreement shall remain in effect as to the new goods.
If, within the fair judgment of the Buyer, the goods shall, after its reasonable and prompt inspection be deemed not substantially to comply with the agreed specifications, the Buyer shall promptly notify the Seller in writing or by phone, of the details of any such failure and the Seller shall be given the opportunity to confirm, by its inspection, the complaint of the Buyer. If, in the Seller's opinion, after such inspection, the complaint of the Buyer is valid, or if it elects not to inspect, it shall thereupon have the right either to replace such goods within a reasonable time with other goods meeting the agreed specifications or to cancel the sale, and it shall, in either event, thereupon have the right to require return of the original shipment at its cost. If the Buyer has not so notified the Seller of a failure to comply with specifications within (5) days of delivery, the goods shall be conclusively deemed to be in compliance with specifications.
The Buyers exclusive remedy hereunder is to require the Seller to replace materials not in compliance with specifications, unless the Seller shall elect to cancel the sale as above provided, and under no circumstances shall the Seller be responsible for any other damage, including any incidental, direct or consequential damage or loss, arising from contract, tort or otherwise, including, without limiting the generality of the foregoing, loss or damage to buildings, contents, products, or persons (other than injury to persons in respect of which liability is imposed by law) You must immediately discontinue use of any item(s) claimed to be defective. No charge for labor or expense required to repair defective material or occasioned by it will be allowed.
None of our agents, employees or representatives, have any authority to bind us to any affirmation, representation or warranty other than those stated herein. In particular, any technical advice we furnish with respect to the use of material is given without charge, and we shall have no obligation or liability for the advice given to the results obtained. all such advice being given and accepted is at your own risk. You affirm that you have not relied upon the skill or judgment of us or any of our agents, employees or representatives to select or furnish material for any particular purpose, and the sale is made without any warranty by us that the material is suitable for any particular purpose.
Mill Certificates or Specifications as provided by the manufacturer, if any, for the goods herein, will be supplied to the Buyer upon written request. We warrant that all material covered by this order, at the time of shipment by us, conforms to the description contained in the Mill Specifications furnished by us in connection with this sale. Except for the Mill Certificates or Specifications, if any, any description of the material or service contained in this invoice is for the sole purpose of identifying it. It is not part of the basis for the sale and does not constitute a warranty that the material or service shall conform to that description. We do not warrant against any non-conformity to the extent that such non-conformity results from damage, misuse, abrasion, corrosion, negligence, accident, tampering, faulty installation, improper storage, inadequate maintenance, or any other cause affecting the material after shipment of the material.
This writing is intended by the patties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement. Any subsequent modification or amendment to it may be made only in writing, signed by both parties.
These Terms and Conditions of Sale were last modified on July 15, 2021
Effective date: January 1, 2021
Questions About Our Terms and Conditions of Sale?
For more questions about our Terms and Conditions of Sale, please feel free to email us at email@example.com.