FR-NET – Terms
FLETCHER-REINHARDT COMPANY
Standard Terms and Conditions of
Sale
January 1, 2000
1. ACCEPTANCE
Unless otherwise expressly provided
herein, it is agreed that the sale of the products described on the face side
hereof are expressly made on the terms and conditions contained herein and to
the extent of any conflict shall take precedence over any terms and conditions
which may appear on Buyer's purchase order unless expressly accepted by Seller
in writing. Seller hereby objects to
any provisions contained in Buyer's purchase order. Buyer's acceptance of and/or payment for the products covered
herein shall constitute an acceptance of these terms and conditions.
2. PRICES
Prices are subject to change without notice. Market conditions will affect our pricing
structure. We reserve the right to
increase or decrease our selling prices in accordance with current market
conditions.
3. PAYMENT TERMS
Unless different terms are specified on the face side hereof,
all invoices are due and payable thirty (30) days from date of invoice;
thereafter, interest at the maximum rate permitted by law may be charged on
unpaid balances. No discount for early
payment is authorized. Terms of payment
may be changed or credit withdrawn at any time and Seller may require full or
partial payment in advance. In the
event any proceeding is brought by or against Buyer under any bankruptcy or
insolvency laws, Seller shall be entitled to ship any order C.O.D. or to cancel
any order then outstanding and shall receive reimbursement for reasonable
cancellation charges.
4. TAXES
All prices are exclusive of any present
or future sales, revenue or excise taxes, or other tax applicable to the
products covered by this order or sale thereof. Such taxes, when applicable, shall be added to the invoice and
shall be paid by Buyer unless Buyer provides Seller with proper tax exemption
certificate.
5. DELIVERY
Seller reserves the right to specify the mode of shipment
and carrier unless otherwise agreed in writing. All stipulated delivery or shipment dates are estimates
only. Seller reserves the right to make
deliveries of product types in installments and any delay in delivery or
non-delivery of any installment of any one or more products shall not relieve
Buyer of its obligation to accept and pay for the remaining deliveries. If shipment is delayed at Buyer's request or
Buyer fails to accept delivery when tendered, Seller will invoice Buyer
according to the schedule of payment terms outlined on the face side hereof,
payment shall immediately become due from Buyer to Seller and Buyer shall pay
the costs of handling, storage and insurance of the products.
6. RISK OF LOSS; INSURANCE
Risk of loss passes to Buyer at the time
of delivery of goods to the carrier, regardless of how freight is paid. Buyer shall insure the products against all
risks during transit, unloading, installation and continuously thereafter, for
no less than the total amount owed to Seller until final payment is made to
Seller, with loss first payable to Seller as its interest may appear. At Seller's request, evidence of such
insurance satisfactory to Seller shall be submitted to Seller by Buyer prior to
shipment.
7. RETURN OF STOCK MATERIAL
NO CREDIT will be allowed for products returned without
permission. Seller reserves the right
to apply a restocking charge to credits issued.
8. RETURN OF NON-STOCK MATERIAL
Non-stock products cannot be accepted for return to Seller's
warehouse without prior authorization.
Upon request, Seller will endeavor to obtain return authorization from
Buyer's supplier for products Buyer wishes to return for credit.
9. INSPECTION; BUYER'S REMEDIES
Buyer shall inspect and accept or reject goods within thirty
(30) days after receipt at the designated delivery point. Buyer shall give Seller written notice with
the reasons therefore of any claim for shortage, error, or other nonconformity
of the products within said 30-day period or be barred from any claim or remedy
for such shortage, error, or other nonconformity. Buyer's exclusive remedies for all claims arising out of this
sale shall be the right to return nonconforming products to Seller and, at
Seller's option, to receive repayment of the purchase price or the repair or replacement
of nonconforming products or components.
10. WARRANTIES
SELLER WARRANTS THAT THE PRODUCTS ARE AS DESCRIBED ON THE
FACE SIDE HEREOF. SELLER MAKES NO OTHER
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.
MANUFACTURERS' OR BUYER'S SUPPLIER'S WARRANTIES, IF ANY, ARE THE ONLY
WARRANTIES APPLICABLE. SELLER MAKES NO
OTHER REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, INCLUDING BUT NOT
LIMITED TO, MERCHANTABILITY AND FITNESS FOR PURPOSE, WHETHER EXPRESS, IMPLIED
OR ARISING BY OPERATION OF LAW, TRADE USAGE OR COURSE OF DEALING. ANY OTHER
REPRESENTATIONS, WARRANTIES OR GUARANTEES MADE BY ANY PERSON ARE UNAUTHORIZED
AND ARE NOT BINDING UPON SELLER.
11. DELAY IN DELIVERY
Seller is not to be liable for delays in delivery if caused
by any legislative, administrative or executive law, order or requisition of
the Federal Government or any State or Municipal Government or any subdivision,
department, agency, officer or official thereof, or is caused by, but not
limited to strike, fire, floods, accidents, wars, delays by carriers, inability
to obtain suitable and sufficient labor or materials, or other unavoidable
contingencies beyond Seller's control.
Factory shipment or delivery dates are the best estimates of Seller's
suppliers.
12. LIMITATION OF DAMAGES
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, SELLER SHALL NOT BE LIABLE TO BUYER FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, OR SPECIAL ECONOMIC LOSSES OR DAMAGES, INCLUDING BUT NOT
LIMITED TO LOST PROFITS, ARISING FROM DELAY IN DELIVERY OF THE PRODUCTS, THE
USE OR OPERATION OF THE PRODUCTS, ANY DEFECTS IN THE PRODUCTS, OR ANY FAILURE
OF THE PRODUCTS TO PERFORM TO SPECIFICATIONS, REQUIREMENTS OR EXPECTATIONS OF
THE BUYER, OR OTHERWISE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
PRODUCTS SOLD HEREUNDER.
13. ASSIGNMENT
This agreement will be binding upon and inure to the benefit
of the parties and their respective successors and assigns.
14. SECURITY INTEREST
To secure payment and performance of all Buyer's obligations
in this agreement, Buyer grants to Seller a security interest in the products
and the proceeds of any disposition of the products and the insurance proceeds
resulting from any damage or destruction of the products until all obligations
are fully performed by Buyer. Buyer
shall also, if requested by Seller, execute an appropriate security agreement
and appropriate documents to effect filing in public records. If Seller is required to employ attorneys or
engage in any legal proceedings to enforce its rights hereunder, Buyer agrees
to pay Seller's reasonable attorney's fees, costs and expenses incurred in
connection with such enforcement.
15. MODIFICATIONS
These terms and conditions constitute the entire agreement
between the parties relating to the sales of products described on the face
hereof, and no addition to or modification of any provision hereon by way of
changes to drawings, designs, specifications or delivery schedule shall be
binding upon Seller unless made in writing and signed by a duly authorized employee
of Seller.
16. SEVERABILITY
If any provision, clause or term herein is held invalid, the
remainder of such provisions, clauses and terms shall not be affected and shall
remain enforceable.
17. GOVERNMENTAL REGULATIONS
Seller makes no warranty whatsoever that the products sold
hereunder when placed in operation and use by Buyer will comply with pertinent
national, state and local health and safety laws, including but not in
limitation, the Federal Occupational Safety and Health Act (OSHA) and the regulations,
rules and orders issued pursuant to any such laws. Buyer shall be solely responsible for compliance therewith and
for any damages, penalties or fines arising from noncompliance.
18. GOVERNING LAW
The validity, performance and construction of this document
and the sale of products hereunder shall be governed by the laws of the State
of Missouri, including the Uniform Commercial Code as adopted in Missouri.