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Terms & Conditions Of Sale
TERMS: Buyer agrees to pay for the products according to the Seller's payment terms, as specified on its invoice. In the event Buyer fails to make any payment to Seller when due, Buyer's entire account(s) with Seller shall become immediately due and payable without notice or demand. All past due amounts are subject to finance charges at the maximum contract rate permitted by law. Buyer does hereby grant Seller a purchase money security interest in the products until such time as Seller is fully paid.
DELIVERY: Seller will make a good faith effort to complete delivery of the products as indicated by Seller in writing, but Seller assumes no responsibility or liability and will accept no back charge for loss or damage due to delay or inability to deliver, whether or not such loss or damage was made known to Seller, including, but not limited to, liability for Seller's non-performance caused by acts of God, war, labor difficulties, accidents, inability to obtain materials, delays of carriers, contractors or suppliers or any other causes of any kind whatever beyond the control of Seller. Under no circumstances shall Seller be liable for any special, consequential, incidental, indirect, or liquidated damages, losses, or expense (whether or not based on negligence) arising directly or indirectly from delays or failure to give notice of delay.
WARRANTY: Meritech warrants to the purchaser for a period of one year on parts and labor, from the date of purchase that the CleanTech® system will be free from defects in material and workmanship. Meritech will provide this warranty only if the CleanTech systems are used in the manner intended as specified in the written instructions furnished to the purchaser. At no charge to the purchaser, Meritech will replace and install any part that fails as a result of a defect in material or workmanship during the warranty period as specified above. Statements relating to the CleanTech® systems made prior to the execution of this agreement are not warranties. Meritech disclaims any implied warranty of merchantability or of fitness for any purpose. Meritech also disclaims any other representation, warranty, or liability relating to the condition or use of the product. There are no warranties which extend beyond the description on the face hereof.
WE CANNOT GUARANTEE SATISFACTORY PERFORMANCE NOR WARRANTY THE SYSTEM IF OTHER SOLUTIONS ARE USED. IN ADDITION, THERE IS A RISK OF INTRODUCING CONTAMINANTS WHICH WILL BE INCOMPATIBLE WITH THE SYSTEM. THE CLEANTECH® SYSTEM HAS BEEN DESIGNED TO OPERATE SPECIFICALLY WITH THE HAND CLEANSING SOLUTIONS PROVIDED OR APPROVED BY MERITECH. THEY ARE OF A SPECIFIC CONCENTRATION AND VISCOSITY AND NO OTHER SOLUTIONS CAN BE USED.
INSPECTION AND ACCEPTANCE: Claims for damage, shortage or errors in shipping must be reported within one (1) day following delivery to Buyer. Buyer shall have seven (7) days from the date Buyer receives any products to inspect such products and services for defects and nonconformance which are not due to damage, shortage or errors in shipping and notify Seller, in writing, of any defects, nonconformance or rejection of such products. After such seven (7) day period, Buyer shall be deemed to have irrevocably accepted the products, if not previously accepted. After such acceptance, Buyer shall have no right to reject the products for any reason or to revoke acceptance. Buyer hereby agrees that such seven (7) day period is a reasonable amount of time for such inspection and revocation. Buyer shall have no right to order any change or modification to any product or service previously ordered by Buyer or its representatives or cancel any order without Seller's written consent and payment to Seller of all charges, expenses, commissions and reasonable profits owed to or incurred by Seller. Specially fabricated or ordered items may not be canceled or returned, and no refund will be made. The sole and exclusive remedy for merchandise alleged to be defective in workmanship or material will be the replacement of the merchandise subject to the manufacturer's inspection and warranty.
SHIPMENTS: All products are shipped F.O.B., point of shipment. Risk of loss shall transfer to the Buyer upon tender of goods to Buyer, Buyer's representative, or common carrier. The cost of any special packing or special handling caused by Buyer's requirements or requests shall be added to the amount of the order. If Buyer causes or requests a shipment delay, or if Seller ships or delivers the products erroneously as a result of inaccurate, incomplete or misleading information supplied by Buyer or its agents or employees, storage and all other additional costs and risks shall be borne solely by Buyer. Claims for products damaged or lost in transit should be made by Buyer to the carrier, as Seller's responsibility ceases upon tender of goods to Buyer, Buyer's representative or common carrier.
TAXES: The amount of any sales, excise or other taxes, if any, applicable to the products shall be added to the purchase price and shall be paid by Buyer unless Buyer provides Seller with an exemption certificate acceptable to the taxing authorities. Any taxes which Seller may be required to pay or collect under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use or consumption of any of the products, including taxes upon or measured by the receipts from the sale thereof, shall be for the account of the Buyer, who shall promptly pay the amount thereof to Seller upon demand.
REMEDIES OF SELLER: Upon default by Buyer in payment pursuant to the terms hereof, or in satisfying terms or conditions herein, if it becomes necessary to incur any expense for collection of any overdue account, or to enforce Buyer's performance, expenses, including reasonable attorneys' fees, will be added to the balance due and Buyer shall pay all such charges. All rights and remedies of Seller herein are in addition to, and shall not exclude, any rights or remedies that Seller may have by law.
INDEMNIFICATION: Seller shall not be responsible for any losses or damages sustained by the Buyer or any other person as a result of improper installation or misapplication of the products. Buyer shall indemnify and hold harmless Seller and its agents and employees against any loss, damage, claim, suit, liability, judgment or expense (including attorney's fees) arising out of or in connection with any injury of persons (including Buyer's employees and agents) or damage to or loss of any property or the environment, or violation of any applicable laws or regulations resulting from or in connection with the installation, use, or repair of the products by Buyer.
NON-WAIVER: Seller's failure to insist upon the strict performance of any term or condition herein shall not be deemed a waiver of any of Seller's rights or remedies hereunder, nor of its right to insist upon the strict performance of the same or any other term herein in the future. No waiver of any term or condition hereunder shall be valid unless in writing and signed by Seller's President.
SEVERABILITY: If any provision hereof is held to be illegal, invalid or unenforceable under any present or future laws, such provision shall be fully severable and the terms and conditions herein shall be construed and enforced as if such illegal, invalid or unenforceable provision had never been made a part hereof. The remaining provisions herein shall remain in full force and effect and shall not be affected by such illegal, invalid or unenforceable provisions or by their severance here from.
GOVERNING LAW: This transaction shall be governed in all respects by the laws of the State of Colorado. All actions, regardless of form, arising out of or related to this transaction or the products sold hereunder must be brought against Seller within the applicable statutory period, but in no event more than ONE (1) YEAR after the date of invoice.
ENTIRE AGREEMENT: This document constitutes the entire, complete, and exclusive agreement between the parties with respect to the subject matter hereof. All prior proposals, negotiations and representations, if any, are merged herein. No terms and conditions other than the terms and conditions contained herein shall be binding upon Seller unless accepted by it in a writing signed by the Seller's President. All terms and conditions contained in any prior oral or written communication, including, without limitation, Buyer's purchase order, which are different from or in addition to the terms and conditions herein are hereby rejected and shall not be binding on Seller
05/2006
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