TERMS
OF SALE
1. Payment terms.
Net amount of invoice in full within thirty (30) days of invoice. If in our
opinion the financial condition of the purchaser at any time does not justify
continuance of production or shipment on the terms of payment specified, we
may require full or partial payment in advance. All bills will be dated the
day of shipment. We may charge a service charge of one and a half (1-1/2%) percent
per month on all overdue bills.
2. Shipment.
All prices are F.O.B. our factory, Newark, New Jersey. Method and route of shipment
are at our discretion, unless the purchaser supplies explicit instructions.
All shipments are insured at the purchaser's expense and made at the purchaser's
risk. Identification of the goods to the contract shall occur as each shipment
is placed in the hands of the carrier. Shipment made within 30 days after specified
date of delivery shall constitute a good delivery.
3. Taxes
Prices on the specified products are exclusive of all city, state, and federal
taxes, including, without limitation, taxes on manufacture, sales, receipts,
gross income, occupation, use and similar taxes. The amount of the present or
future sales, revenue, excise, or other taxes applicable to the products listed
herein shall be added to the purchase prices and shall be paid by the purchaser,
or in lieu thereof the purchaser shall provide us with a tax exemption certificate
acceptable to the taxing authorities.
4. Substitutions and modifications.
Seller reserves the right to substitute or change materials, product specifications,
and functional attributes without notice, at any time.
5. Limitation of Liability.
We shall not be liable for loss or damage of any kind resulting from delay or
inability to deliver on account of fire, labor troubles, accident, acts of civil
or military authorities, shortage of labor, fuel, power, materials or supplies,
transportation delays, or from any other cause beyond our control.
In no event shall seller be liable for any indirect, special, incidental or
consequential damages resulting from seller's performance or failure to perform
under this sale, or the furnishing, performance or use of any goods or services
sold pursuant hereto, whether due to a breach of contract, breach of warranty,
the negligence of seller, or otherwise.
6. Guarantee.
Any claim against seller must be made within sixty (30) days from the date of
shipment by seller and seller has no liability thereafter. Seller's liability
is limited to repair, replacement, credit or refund, provided that seller elect
refund in lieu of credit, replacement or repair. All warranties cover only defects
arising under normal use and do not include malfunctions or failures resulting
from misuse, abuse, neglect, alteration, modification or improper installation
or repairs by anyone other than seller. Any goods replaced by seller shall become
the property of seller. All warranties granted herein are to the initial end-user
and are nontransferable.
7. Cancellation.
An order once placed with and accepted by us can be canceled only with our consent
and upon terms that will indemnify us against loss.
8. Return material.
In no case are goods to be returned without first obtaining our permission.
Only unused material as currently manufactured, which has been invoiced to customer
within ninety (90) days, will be considered for return. Material accepted for
credit is subject to a minimum service charge of twenty percent (20%) plus all
transportation charges. Material made to order is not subject to return for
credit under any circumstances. Goods must be securely packed to reach us without
any damage.
9. No warranty against patent infringement.
Buyer expressly understands and agrees that seller does not warrant that the
product is free of claims of patent infringement by any third party. Seller
hereby disclaims any such warranty or indemnification against patent infringement.
10. Warranties.
No express warranties and no implied warranties whether or merchantability or
fitness for any particular use, or otherwise (except as to title), other than
those expressly set forth above which are made expressly in lieu of all other
warranties, shall apply to products sold by us, and no waiver, alteration, or
modification of the foregoing conditions shall be valid unless made in writing
and signed by an executive office of our corporation.
11. Right of possession.
We shall have the right, in addition to all others we may possess, at any time,
for credit reasons or because of your default or defaults, to withhold shipments,
in whole or in part, and to recall goods in transit, retake same, and repossess
all goods which may be stores with us for your account, without the necessity
of taking any other proceedings, and you consent that all the merchandise so
recalled, retake, or reposed shall become our absolute property, provided that
you are given full credit therefor. The forgoing shall not be construed as limiting,
in any manner, any of the rights or remedies available to us because of your
default under the Uniform Commercial Code as in force and effect in the State
of New Jersey on the date of the signing of this agreement.
12. Controlling provisions.
These terms and conditions shall supersede any provisions, terms, and conditions
contained on any confirmation order, or other writing you may give or receive,
and the rights of the parties shall be governed exclusively by the provisions,
terms, and conditions hereof. We make no representations or warranties concerning
this order except such as are expressed contained herein, and this order may
not be changed or modified orally. This is not a firm order.
13. Arbitration.
Any controversy of claim arising out of or relating to this Agreement or any
breach hereof, shall be settled by arbitration conducted in Newark, New Jersey,
in accordance with the rules of the American Arbitration Association, and judgment
upon the award rendered by the Arbitrator(s) may be entered in court of New
Jersey.
14. Consent to Jurisdiction and Governing Law.
The parties understand agree that any and all actions against Seller shall be
brought in the State of New Jersey in a competent court of jurisdiction to which
state's jurisdiction each party hereby submits.. In addition, New Jersey law
shall govern any and all disputes. New Jersey substantive law shall govern the
interpretation of these terms.
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