Terms & Conditions
Notice to Buyer- Terms and Conditions of Sale. This proposal of Mathand, Inc. (hereinafter “Mathand” or “Seller”) with respect to the sale of goods outlined in Mathand’s standard proposal is subject to all Terms and Conditions of Sale stated within this document.
1. ACCEPTANCE: The terms and conditions shall apply to sales from Seller to Buyer and to any quotation by the Seller or its authorized representatives for sales. Acceptance by Buyer of any offer or quotation from Seller must be made on the exact terms and conditions contained herein. Prices and terms along with quantities ordered are not subject to verbal changes or other agreements unless approved in writing by Seller.
2. PERIOD of QUOTATION: Quotations are held open for ten (10) days from the date of the quotation unless otherwise specified by Seller. Prices will be firm for order scheduled by Mathand to be delivered within normal production schedules after acceptance of the order unless specified in the quotation.
3. TERMS of PAYMENT: (All Orders are Subject to Credit Approval) Terms of payment unless otherwise expressly agreed in writing, are as set forth on the face hereof, F.O.B Factories, unless noted otherwise. All payments shall be made in United States currency. Payments shall be due as follows: 35% with order, 45% with shipment of order and 20% due upon 10 days after completion of installation. Interest charges of one and one half percent (1 1/2%) per month will be assessed on all past due amounts. In the event it becomes necessary for Seller to employ an attorney to collect any unpaid balance, Buyer agrees to pay all costs of collection, including but not limited to court costs, additional litigation, and reasonable attorneys fees, incurred for the collection of goods. Title to the goods shall remain property of Seller until Buyer receives possession of the goods and the goods are paid in full by the Buyer. Buyer shall have no right of offset against amounts owed to Seller
4. TAXES: Buyer hereby assumes full responsibility for payment of all applicable local, state, municipal, or federal taxes required for the sale or shipment of Seller’s products if not collected by Seller.
5. FREIGHT: Delivery is F.O.B. shipping point. Buyer assumes full responsibility for payment of all freight bills unless otherwise specified. Buyer fully understands that any advance quotations from Seller of freight are not guaranteed, but are only good faith estimated based on recent carrier quotations. Buyer hereby agrees to pay any freight charges that are in excess of the amount stated in Seller’s quotation. The Buyer hereby agrees to check the shipment for any damages and/or discrepancies, noting any on the carrier’s bill of lading. Buyer further agrees to contact Seller immediately upon discovering any damages or shortages.
6. DELIVERY: Shipping dates are approximate only, and Seller is not responsible for delays on nonperformance resulting from (a) delays in receipt of final specifications or instructions from Buyer, (b) changes in specifications, (c) force majeure, including, without limitation, strikes, labor, disturbances, material shortages, nonperformance by subcontractors or supplies or other abnormal manufacturing conditions, delays or failures of carriers or communication, fire, flood, storms, accident, riot, war and invasion, governmental requisitions or priorities, act of God or other cases beyond Sellers reasonable control. In no event shall Seller be liable for incidental, consequential or special damages arising out of delay or failure to deliver. All shipments hereunder shall be by truck unless Buyer expressly requires other means of shipment and pay any additional cost thereof. Risk of loss during shipment shall be borne by Buyer. In the event of impossibility of performance resulting from any of the above causes, Seller shall have the right to cancel this contract without further liability to Buyer. Cancellation of any part of this order shall not affect Seller’s right to payment for any goods delivered.
7. MANUFACTURING, DEVICES, ENGINEERING and TECHNICAL DATA: All manufacturing devices, designs, data, drawings or other technical information relating to any quotation or to an order will remain Seller’s property.
8. CANCELLATION: Orders are not subject to cancellation or modification, in whole or in part, after Seller’s acceptance except with Seller’s express written consent. If returned merchandise is so authorized, the material must be returned freight prepaid and a 25% service charge applies.
9. WARRANTY and DISCLAIMERS: Seller warrants that products supplied conform to applicable specifications and manufacturers’ warranty applies. Seller makes no other warranty express or implied, including any warranty or merchant ability or fitness for any particular purpose, and all other warranties are hereby expressly excluded. While Seller endeavors to ensure that any advice, recommendation, specifications or information it may provide is accurate, because it has no direct or continuous control over where or how goods are used. Seller’s exclusive obligation under this warranty will be to replace any goods found to other than as warranted, or to refund their purchase price. Seller’s liability on any claim of any kind, including, without limitation, on breach of contract and/or negligence, for any loss of damage arising out of or connected with the sale of goods herein described will in no case exceed the amount, if any, by which the market price of the goods at the time of delivery exceeds the contract price hereunder. Seller shall have no other liability, direct or indirect, of any kind, including liability for special, incidental or consequential damages.
10. LIMITATION of ACTIONS: Any action for a breach of contract arising out of Seller’s acceptance of Buyer’s order or products supplied must be commenced within one (1) year after the cause or actions has occurred.
11. GOVERNING LAW: The rights and obligations of the parties hereto and the construction and effect of any contract formed pursuant hereto shall be governed by the laws of the State of Georgia. If the Buyer fails to fulfill the terms of payment of any invoice or if the financial or business conditions or responsibility of the Buyer shall become impaired or unsatisfactory to the Seller, the Seller reserves the right to withhold delivery of all or part of the products subject hereto, without prejudice to any other legal or equitable remedy, until past due payments are made and satisfactory assurance of payment is received. Seller shall, in addition to the rights and remedies herein set forth be entitled to all rights and remedies proved for the Uniform Commercial Code and other applicable law as from time to time amended and at equity.
12. INDEMNIFICATION: Buyer shall comply with and require its agents and employees to comply with all directions, safety notices, warnings and other instructions furnished by Seller and shall use and require its agents and employees to use reasonable care in the use of the products. If Buyer fails to observe the provisions of this section, or if any personal injury or damage is caused (including death), in whole or in part, by Buyer’s failure to comply with applicable federal, state or local safety requirements, Seller shall have no obligation to Buyer or any other person in respect thereof, and Buyer shall indemnify and hold Seller harmless against any claims, loss or expense for injury or damage arising directly or indirectly from any such failure to follow instruction manuals and product warnings as well as other improper use of the goods. Seller specifically disclaims any and all liability arising out of the use of the products supplied hereunder other than the warranty obligations of Seller to the original Buyer.
13. INSURANCE: Buyer shall provide and maintain adequate insurance for the products delivered hereunder against loss or damage by fire or other causes during the time between delivery and final payment in an amount fully protecting the Seller and loss of damage by fire or other causes within such period shall not relieve Buyer from its obligations under this contract.