STANDARD TERM S AND CONDITIONS OF SALE
1. Controlling Document The acceptance of an order from the purchaser ("Purchaser") is expressly made conditional on Purchaser's assent to the terms and conditions set forth herein, and Mountz, Inc. ("Seller") agrees to furnish the goods covered thereby (the "Goods") only upon these terms and conditions. This document constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements. No term or condition of Purchaser's order inconsistent with the terms and conditions hereof, and no term, condition, statement or representation not contained herein, will be binding on Seller as a warranty or otherwise. Unless Purchaser notifies Seller in writing to the contrary promptly after receipt hereof, Purchaser will be deemed to have accepted the terms and conditions hereof and the sale and shipment by Seller of the Goods will be conclusively deemed to be subject to the terms and conditions hereof. No waiver, alteration, or modification of any of the provisions hereof will be binding on Seller unless made in writing signed by an authorized officer of Seller. 2. Prices and Taxes Prices shown are for delivery of Goods F.O.B. Seller's facility. Any manufacturer's, sales, use, or excise tax; custom, inspection, certification, or testing fee; or any other tax, fee, or charge of any nature whatsoever imposed by governmental authority, on or measured by the transaction between Seller and Purchaser will be paid by Purchaser in addition to the prices quoted or invoiced. All delinquent payments will be subject to a finance charge of one and one-half percent (1½%) per month or, if less, the maximum amount permitted by law. Purchaser agrees to pay all costs of collection, including attorney fees, whether or not a lawsuit is initiated. 3. Terms and Method of Payment (a) If Seller extends credit to Purchaser, the terms of payment will be net thirty (30) days from date of invoice. The amount of credit extended by Seller may be changed or withdrawn by Seller at any time. Seller currently accepts payment by major credit card (VISA, MasterCard and American Express), but reserves the right to change its credit card policies. If Seller does not extend credit to Purchaser, Seller may in its discretion require payment, by such method as Seller may specify, at time of placement of the order or prior to shipment of the Goods. (b) Each shipment of Goods will be considered a separate and independent transaction and payment there for will be made accordingly. If shipment is delayed by Purchaser, payment will become due on the date when Seller is prepared to make shipment. Goods held by Seller for Purchaser because of Purchaser's delay will be held at Purchaser's risk and expense. (c) If in the judgment of Seller, the financial condition of Purchaser at any time does not justify continuance of production or shipment upon the terms of payment specified, Seller may require full or partial payment in advance. Furthermore, Seller may refuse to ship Goods if Purchaser has an outstanding overdue balance with Seller. 4. Security Interest Seller will retain and is hereby granted a security interest in the Goods (and any replacements there for)delivered hereunder and in the proceeds from the sale or disposition thereof, until Purchaser has made payment in full for such Goods. Purchaser authorizes Seller to file all documents (such as UCC-1 Financing Statements) necessary to perfect such security interest. Without limitation of any other rights afforded Seller under applicable law or hereunder, Seller has the right, upon demand, to repossess Goods delivered hereunder if Purchaser fails to make timely payment. 5. Delivery and Delay Delivery of Goods to a carrier at Seller's plant or other loading point will constitute delivery to Purchaser. All risks of loss and/or damage in transit are borne by Purchaser. Seller will drop ship Goods only on a case-by-case basis, in Seller's discretion. Seller reserves the right to make partial deliveries, and unless otherwise specifically agreed, all such partial deliveries will be separately invoiced, and such invoices will be paid by Purchaser when due, without regard to the timing or schedule of subsequent deliveries. Delay in delivery of any scheduled shipment will not relieve Purchaser of its obligations to accept remaining deliveries. Seller will not be liable for any loss or damage as a result of any delay due to any cause beyond Seller's direct reasonable control, including, without limitation, acts of God, acts of Purchaser, fire, theft, accidents, slowdowns, strikes, riots, embargoes, governmental acts, regulations or requests, delays of common carriers, inability to obtain necessary labor, materials or manufacturing facilities, or other similar causes. In case of any such delay, delivery dates will be extended by the amount of the delay. In addition, Seller shall have the right, for any reason, to delay scheduled delivery dates upon thirty (30) days prior notice to Purchaser and to cancel any order upon ninety (90) days prior notice. In no event will Seller's liability for any other delay or non-delivery caused by any reason exceed the sales price to Purchaser of the delayed or non-delivered Goods. 6. Inspection Purchaser will examine all Goods promptly upon receipt thereof. Within thirty (30) days of such receipt, Purchaser will notify Seller in writing of all claimed shortages, defects, and other errors in delivery and, if a rejection is intended, the reasons there for. Failure to give such notice will constitute unqualified acceptance and a waiver of all such claims by Purchaser and the Goods will be deemed accepted as of the date of shipment. 7. Limited Warranty Seller warrants that the Goods will be free of defects in materials or workmanship, under normal use and service, for a period of one (1) year from date of shipment from Seller's facility. For the FG & FGA screwdrivers and FGC wrenches, the seller warrants that the Goods will be free of defects in materials or workmanship, under normal use and service, for a period of two (2) year from date of
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Mountz - “The Torque Tool Specialists ® ”
January 1, 2024
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