Buyer expressly agrees that Seller’s Invoice and these Terms and Conditions of Sale represent the complete agreement of the parties with respect to the sale of the product(s) listed on the Invoice and no different or additional terms or conditions in Buyer’s purchase order or in any other prior or subsequent communications in any way adding to, modifying or otherwise changing these Terms and Conditions of Sale be binding upon Seller (RACKMETRO.com).
Acceptance of Orders
Seller (RACKMETRO.com) may accept buyer’s offer to purchase and shall be bound to supply the applicable goods in accordance with these Terms and Conditions either by execution of the acknowledgment copy of the order, or acceptable electronic transmission, delivery of the good or by any other statement, act or course of conduct which constitutes acceptance under applicable law.
Prices
Unless otherwise indicated on the face of the invoice, all prices are final. Buyer is responsible for any tax or government charges imposed upon the sale or transfer of the product. Buyer shall not have any right to set off any amounts due hereunder against any amounts which may become payable to Seller under any other agreement.
Delivery
Unless otherwise agreed in writing signed by officer of Seller, all delivery dates are estimates. Seller shall use its reasonable efforts to deliver all product(s) within the time specified. However, in no case shall seller be liable for any expense, loss or damage whatsoever suffered by Buyer as a result of the Seller’s failure to deliver product(s) by the specified date.
Transportation and Risk of Loss
The method and route of shipment are at Seller’s discretion unless Buyer timely supplies explicit instructions otherwise. Title to the product(s) passes to the Buyer when product(s) is delivered to the selected carrier, even is Seller made a nonconforming tender.
Cancellation
Any order placed with and accepted by Seller may be canceled by Buyer only upon Seller’s approval in writing signed by an officer of Seller and upon terms and indemnify Seller against any loss. Seller will not accept order cancellation(s) once a product has been delivered to a carrier. Seller will not accept cancellation(s) of any special order(s) of non-standard, non-price list products.
Seller may cancel all of any part of this order and discontinue its performance hereunder without liability to Buyer in the event Buyer materially breaches this contract, becomes insolvent, is the subject to bankruptcy protection, or is the subject of a receivership, liquidation, dissolution, or similar proceeding. Seller may cancel all of any part of this order without liability to buyer when product or products is or are – for whatever reason – no longer in stock or no longer in good condition.
Taxes
RACKMETRO.com, at present, collects no sale taxes. Buyer is responsible for any tax or governmental charge that buyer is required to pay to the government.
Warranty and Disclaimer
Buyer shall make warranty claims only with manufacturers. If an analysis is stated on the face of the Invoice, it is not intended to he a complete analysis and is not to be regarded as a specification or warranty, unless specifically stated in writing to be such.
Limitation of Liability
Buyer acknowledges and agrees that Seller’s liability for any claims with respect to the products shall not exceed the amount paid by Buyer for the products under the Invoice. Such limitations Seller’s liability hereunder shall apply even if Seller’s is due in whole or in part to its own negligence. Any action by or on behalf of Buyer or its successors or assigns for breach of this document must be commenced within 30 days after the cause of action as accrued.
Return of Material
Upon delivery or product(s), Buyer shall have five (3) days to inspect the product(s) and notify Seller, in writing, of any defective goods or other cause for rejection. Buyer agrees that a three(3)-day period provides Buyer a reasonable opportunity to inspect the product(s). Such notification shall identify each and every reason for any rejection of product(s). Buyer’s failure to reject product(s) within such three (3) day period shall constitute a waiver of Buyer’s inspection right and unqualified and irrevocable acceptance of the product(s) by Buyer.
Indemnity
Buyer shall defend, indemnify and hold harmless Seller and its affiliated or related businesses from and against any and all claims, losses, liability, damages and expenses including but not limited to attorneys’ fees and cost of defense arising from, related to or in any way connected with or alleged to arise from or out of any asserted deficiencies or defects in product(s) caused by any alteration or modification thereof by Buyer with or without Seller’s consent, or improper handling or storage by Buyer, the breach of any term or condition stated herein, Buyer’s failure to label product(s) or Buyer’s improper labeling or product(s) regardless of whether the labeling was done with or without the advice of Seller, or any act or omission of Buyer including any claims for or resulting from any injury to person (including death) or damage to negligence, breach of agreement, breach of warranty or other breach of duty of or by Indemnitee or as a result of Indemnitee’s strict or other product liability. The foregoing indemnification shall not be construed to eliminate or in any way reduce any other indemnification or right which Indemnitee has by law.
Payment
Buyer shall reimburse Seller for any costs incurred in collecting past due sums or any other amounts owed by Buyer for any reason whatsoever, including but not limited to courts costs and attorneys’ fees.
Governing Law and Arbitration
This document shall be interpreted and governed by the law of the United States of America, excluding its conflicts of laws rules. The parties specifically exclude the application of the United Nations Convention on the Sale of Goods.