The Terms and Conditions of contained herein are the exclusive terms and conditions for the sale of product from SLAYSON LLC. (“SLAYSON”) to you, its Customer. Customer agrees that the terms and conditions stated herein and, to the extent not stated herein but contained on any SLAYSON invoice, constitute the final, complete, exclusive expression of the agreement between SLAYSON and Customer. In the event that any Customer form, purchase order or any other document submitted by Customer contains terms and conditions in addition to or different from the terms and conditions herein or from any SLAYSON invoice, Customer agrees, by so submitting its purchase order or order form, by receiving an order acknowledgment or by accepting product produced by SLAYSON, that such new or additional terms are rejected and that the language of the SLAYSON terms and conditions control. Any and all new or additional terms contained on any Customer document (whether provided to SLAYSON prior or subsequent to the delivery of these Terms and Conditions) are hereby expressly and completely rejected. Acceptance of Customer’s order for product from SLAYSON is expressly limited to these terms and conditions.
1. Orders become effective only when accepted and approved by SLAYSON. SLAYSON’s acceptance is expressly made conditional on the Customer’s assent to the terms and conditions contained herein and to the terms and conditions of any proposal issued by SLAYSON to the Customer, and SLAYSON agrees to furnish the material covered by the order only upon such terms and conditions. Any of the terms or provisions of the Customer’s order which are inconsistent with the terms and provisions contained herein are not agreed to by SLAYSON and shall not be binding on SLAYSON and shall not be considered applicable to the sale or shipment of the materials ordered.
2. There shall be a minimum order amount of $200.00 exclusive of freight.
3. Orders, shipments, and terms of payment are subject to the approval of SLAYSON’s Credit Department. Invoices shall be rendered after the receipt of a Customer’s Purchase Order. Terms of payment are on Placement of Order or net 30 days on account approval. Any sums not paid within the specified net terms are subject to a service charge of 1.5% per month. No discount will be allowed to any Customer having an overdue balance. Any discounts previously granted to any Customer that fails to pay any SLAYSON invoice when due will be immediately forfeited and lost. Any discount forfeited or lost due to untimely payment of any invoice will be billed to Customer, which shall be immediately due and payable. Customer will pay such costs, collection agency commissions, expenses and all reasonable attorney fees as incurred in any manner of collection of any sums past due. By submitting an order or taking receipt of SLAYSON materials, Customer consents to the exclusive jurisdiction of the state and federal courts located in the State of Delaware. Customer shall be deemed to have accepted the materials shipped by SLAYSON within five (5) days after delivery to the customer. After acceptance the customer shall not be entitled to reject the materials that are not in accordance with these terms and conditions. SLAYSON reserves the right to refrain from performing any work on any of Customer’s orders should any of Customer’s account(s) or jobs with SLAYSON be or become past due.
4. Materials are sold FOB SLAYSON’s plant and title shall pass upon delivery to the carrier. SLAYSON is not responsible for any loss or damage incurred in transit and any claim must be made by the Customer. SLAYSON shall assist in the filing of any claim, at the request of the Customer.
5. Shipment dates are given based on current inventories and production plans. However, SLAYSON shall not be responsible for any partial or total failure to deliver or for any delay incurred caused by accidents, delays in transportation, fires, explosions, floods, earthquakes, or other acts of nature, riots, strikes, or other causes beyond SLAYSON’s reasonable control.
6. Orders are not cancellable or returnable without SLAYSON consent. Should consent be given, SLAYSON reserves the right to recover all direct costs incurred including a re-stocking fee as a result of the cancellation.
7. SLAYSON warrants to Customer that the product manufactured by SLAYSON will be free from defects in material and workmanship for a period of one (1) year from date of shipment from its facility. This warranty is subject to receipt of written notification by Customer to SLAYSON within the warranty period. Any and all determination as to whether a product is defective shall be in SLAYSON’s sole and exclusive discretion. Any warranty claim is further subject to Customer’s return of defective products to a destination specified by SLAYSON. Under no circumstances will credit be allowed for unauthorized return of any products.
8. Acceptance of Buyer Purchase Orders are final and Invoiced amounts will be due for payment as per the terms of the Quotation or Invoice. Buyers accept that Purchase Orders cannot be changed, modified, or cancelled unless mutually agreed upon by SLAYSON and the buyer.
9. After acceptance of the products the Customer agrees that SLAYSON is not liable or responsible for the cost of failure, or associated costs with the failure of any systems in which SLAYSON products have been installed. After acceptance of SLAYSON products the Customer assumes all responsibility for the installation, maintenance, and reliability of installed products.
10. NET 30 Day Terms will be subject to SLAYSON approval upon credit application. Suitability to be determined by Accounts dependent upon project scope, account size, ordering frequency, referrals, payment, and trading history. SLAYSON will only provide credit accounts to Customer’s who meet these conditions. Customer’s without prior approved accounts will be required to pay invoices on time and in full when placing a Purchase Order, unless otherwise set out within the terms of the Quotation or Invoice.
11. Freight costs are subject to change. Shipping and freight costs listed in quotations are approximations only. Buyers are required to pay all shipping prices in full on payment of Invoice. SLAYSON will accommodate Buyers own shipping accounts where practical and agreed upon by both parties.
NO EMPLOYEE, REPRESENTATIVE OR DISTRIBUTOR IS AUTHORIZED TO CHANGE THE FOREGOING WARRANTIES IN ANY WAY OR GRANT ANY OTHER WARRANTY ON BEHALF OF SLAYSON. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND NO REPRESENTATIONS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY SLAYSON IN CONNECTION WITH THE MANUFACTURE OR SALE OF ITS PRODUCTS. THE LIABILITY OF SLAYSON, WHETHER IN CONTRACT, TORT, UNDER ANY WARRANTY, OR OTHERWISE, SHALL NOT EXTEND BEYOND ITS OBLIGATION TO REPAIR OR REPLACE, AT ITS OPTION, ANY PRODUCT OR PART FOUND BY SLAYSON TO BE DEFECTIVE IN MATERIAL OR WORKMANSHIP. SLAYSON SHALL NOT BE LIABLE FOR COST OF REMOVAL OR INSTALLATION AND/OR SHALL NOT BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE.
Whether based on any Warranty claim or otherwise, SLAYSON will not, in ANY event, be liable for any loss of profit, interruption of business or any other special, consequential or incidental damages suffered or sustained by Customer. SLAYSON’s total maximum liability to the customer in respect of the manufacture and sale of products is limited to the Warranty stated herein and, if any claim by Customer is based on a theory other than the Warranties, then the damages are limited to the total monies received by SLAYSON from the Customer for the particular products described in Customer’s order. The total maximum liability for scheduled orders that are drawn down against each month will be the monthly total of the effected order or the total value of the items effected whichever is the lesser.
12. Any assistance, suggestions, or technical advice given the Customer by SLAYSON or any agent thereof, concerning dimensions, handling, installation, testing, storage, use or placement in service of any Materials is an accommodation for which SLAYSON shall have no liability unless such liability expressly assumed by SLAYSON in writing and signed by an officer of the company.
13. No employee, agent, or representative of SLAYSON has the authority or power to add, waive, or amend these terms and conditions unless first authorized in writing by an officer of SLAYSON. Any transaction with Customer shall be construed under the laws of the State of Delaware. Waiver of SLAYSON of any breach shall not thereafter be deemed a waiver of a subsequent breach of the same of any other provision hereof.
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