Acceptance of any order is subject to credit approval by Seller, acceptance of the order by Seller and, when applicable, Seller’s Vendors (i.e. manufacturers, vendors, or other third parties that provide goods to Seller for resale to Buyer). If Seller, in its sole discretion, determines that Buyer’s ability to pay or its credit becomes unsatisfactory or if Seller has reasonable grounds for insecurity, Seller reserves the right, upon notice to Buyer, to demand adequate assurance of due performance from Buyer and/or the right to terminate this agreement with no liability to Seller. By requesting a quote from Seller or presenting a purchase order to Seller, Buyer confirms that these terms & conditions shall govern all purchases of the goods, materials and/or services to be provided (collectively “Goods”) by Buyer from Seller. Seller’s performance hereunder or under Buyer’s purchase order shall not constitute acceptance of Buyer’s terms and conditions. Seller objects to and rejects any changes or additional or different terms (contained in a purchase order accepted by Seller, or otherwise) and no such terms will change these Terms & Conditions unless acknowledged in writing and signed by an authorized representative of Seller. No Seller employee or agent has the authority to modify these Terms & Conditions verbally. Seller objects to and rejects any terms between Buyer and any other party, and no such terms, including but not limited to any government regulations or “flowdown” terms, shall be a part of or incorporated into any order from Buyer to Seller, unless agreed to in writing by an authorized representative of Seller.
2. PRICES AND TAXES:
Buyer agrees to pay the prices quoted by Seller, and is responsible for additional applicable shipping and handling charges, taxes and duties. Seller shall collect applicable taxes unless Buyer submits a valid tax exemption certificate, and indicates which Goods are covered by it. Prices on special-order Goods may be subject to change before shipment; Seller shall notify Buyer of any change, and Buyer may at its discretion cancel the special-order Goods if the revised prices are unacceptable, without charge other than applicable Vendor related charges.
Payment terms are 30 days net from the invoice date or upon such other terms approved by Seller in writing. Retainage shall not apply, and Buyer shall not hold back any retainage from Seller, even if retainage is part of any contract between Buyer and any other party. Payment to Seller is not contingent on Buyer’s ability to collect or obtain funds from any other party. Credit card sales are billed at the time of purchase. Buyer expressly represents it is solvent at the time it places any purchase order with Seller. Seller, in its sole discretion, may determine that Buyer’s financial condition requires full or partial payment prior to manufacture or shipment. Seller may obtain and use Buyer’s credit history for credit evaluation purposes. Seller may apply payments to any outstanding Invoices unless Buyer provides specific payment direction.
4. REMEDIES FOR NON-PAYMENT:
If Buyer fails to make any payment when due, Seller reserves the right to suspend performance. Buyer agrees to pay a charge on all amounts past due at the rate of 1½% per month (18% per year) or the maximum lawful rale, whichever is less. In the event of non-payment, Buyer agrees to pay Seller’s reasonable attorney fees and court costs, if any, incurred by Seller to collect payment and all applicable interest charges. Buyer acknowledges that transactions to which these Terms & Conditions relate are commercial transactions. Buyer voluntarily and knowingly waives its right to notice, demand, presentment, protest and any hearing to which it may be entitled under any state or federal law relating to any right or remedy (including prejudgment remedies) that Seller may elect to use or of which it may avail itself.
Return of Goods and Order Cancellations
Seller shall accept returns of normal stocked Goods for a period of thirty (30) days following shipment for exchange or refund of the purchase price; provided, that Goods must be in their original cartons, unopened and unused and are subject to appropriate restocking/cancellation fees equal to the greater of (1) the cost incurred by Seller from its Vendor as a result of the cancellation, or (2) 25% of the purchase price. Any Goods that are direct-ordered by Seller as Buyer-specific Goods or that are non-returnable to Seller’s Vendor are subject to a restocking/cancellation fee of 100% of the cost of the Goods.