Terms and Conditions on Invoice
GOVERNING PROVISIONS: Terms and conditions of sale constitute an offer by Seller to provide the Products described, subject to the terms and conditions below. Buyer may not modify, renounce, or waive any term or condition or any of the Seller’s rights unless Seller consents in writing. Seller’s agreement to provide the products is expressly conditioned on Buyer’s assent to all of the terms and conditions set forth below. All different or additional terms proposed by Buyer are expressly rejected.
PURCHASE ORDER AND PAYMENT: All orders must be accompanied by a purchase order, and Seller reserves the right to require Buyer to submit signed purchase orders. A completed Jel Sert Company credit application packet must be submitted with initial orders from any new account, or any existing account not purchasing from The Jel Sert Company in the 24 months prior to the order. Buyer will pay all invoices for the purchase of Seller’s products in accordance with the Sales Terms as printed on the invoice. Unless otherwise noted Seller reserves the right to change Sales Terms and require Buyer to pay cash in advance or pursuant to a letter of credit or other payment method. Buyer agrees to reimburse Seller for all costs incurred by Seller in collecting any sums owed by Buyer to Seller, including without limitation interest and attorney’s fees. Established accounts will be processed normally unless:
A new account has not paid for their first order.
The customer owes for a past due invoice.
Customer sales terms are “one order at a time” basis.
Customer sales terms are a cash in advance basis, or
The order exceeds the customer’s established credit line.
Each purchase order or other communication that Buyer delivers to Seller shall set forth the following terms as agreed upon by Seller and Buyer for such order. The quantity, description, and prices of the Products being ordered; the delivery address for the Products; required delivery dates; shipping instructions; the address to which the invoice is to be sent. Buyer shall insure all orders are received by Seller not less than 15 calendar days prior to the requested delivery dates. Buyer’s orders or mutually agreed order changes shall be subject to all provisions of this Agreement, whether or not the order or change order so states. Claims for pricing errors, allowances, or other invoice adjustments should be made at the time of payment of the invoice, but will not be accepted if later than 90 days from the date of the invoice. All deduction documentation should accompany the remittance. If mailed under separate cover, it must be mailed to:
The Jel Sert Company Receivable Adjustments P.O. Box 261
West Chicago, Il 60186-0261
Cash discount will be assessed from date of invoice and computed based on the net invoice amount due, unless written agreement is made between Buyer and Seller prior to shipment of the product.
ACCEPTANCE: Buyer shall be deemed to have accepted this agreement on the earliest to occur of the following:Buyer’s payment of any amounts due under this agreement
Buyer’s receipt of the Products
Any other event constituting acceptance under applicable law.
CALLCELLATION OR MODIFICATION: Buyer may not cancel or modify any order, except upon terms accepter by Seller in writing signed by Seller’s authorized officer. In the event of such cancellation or modification. Buyer shall compensate Seller for all resulting costs and damages, including but not limited to, out-of-pocket expenses, lost profit, allocable overhead and all other incidental and consequential damages. Seller may cancel this order if (a) Buyer’s payments are in default on this or any other order, or Buyer breaches any other material provision hereunder, (b) substantial changes occur in the availability of raw materials or components provided by third party vendors, (c) Seller has reasonable belief that Buyer is insolvent or will not pay in accordance with the Sales Terms herein.
SPECIFICATIONS: Specifications applicable to goods sold hereunder shall be limited solely to those furnished by Seller or expressly agreed to in writing by Seller. Seller reserves the right to make product and design changes in goods ordered which do not adversely affect form, fit or function requirements, with any change in price approved by Buyer.
TITLE: RISK OF LOSS: Title to good and risk or damage or loss shall pass to buyer FOB Seller’s dock upon delivery of goods by Seller to common carrier or other means of transportation. Freight charged may be added to invoice or billed separately. Each shipment hereunder shall constitute a separate sale. Failure to make one or more deliveries shall not constitute cause for cancellation hereof by Buyer.
TAXES: All applicable state and local taxes, including but not limited to, use and sales taxes, shall be in addition to the purchase price and shall be paid by Buyer to Seller or in lieu thereof Buyer shall provide Seller with a tax exemption certificate acceptable to all applicable taxing authorities.
PROPRIETARY RIGHTS: If any goods ordered by Buyer is manufactured according to designs, processes or specifications specified by Buyer, Buyer agrees to indemnify and save Seller harmless from and expense, loss, attorney’s fees, costs, damages, or liability which may be incurred or suffered as a result of actual or alleged infringement of patent, copyright, trademark, or other proprietary rights.
PRICES: Seller may at any time and at its sole discretion change the prices of Products to calculate your price; compute the total shipping weight of your order by multiplying the case quantities of each item by the case weight, check for any promotional allowances available at the time of your order – refer to your deals sheets for these; if you have further questions, contact your Jel Sert Company representative.
DELIVERY: Delivery dates are approximate. Unless otherwise agreed, Seller shall deliver products to the location specified on the Purchase Order. Seller shall not be liable for any costs or losses resulting in delivery delays. Seller’s liability hereunder shall be limited to replacing the goods or issuing credit for the invoiced cost price of the goods.
PROPRIETARY INFORMATION: Any samples submitted by Seller to Buyer or its representatives shall remain the property of Seller and shall be treated by Buyer and its representatives as confidential information. Seller reserves the right to prohibit Buyer and its representatives from using or disclosing such samples without Sellers express written consent. All rights, title and interests to any proprietary information shall remain with the Seller.
LIMITED WARRANTY AND REMEDY: Seller warrants that at time of delivery, the products are merchantable. Buyer is required to inspect and make claims for shortages or defects in the Products in Writing within 30 days of the delivery date of the products. Buyer’s failure to make a claim pursuant to this section within 30 days of the date of delivery shall constitute Buyer’s irrevocable acceptance of the Products and Buyer’s acknowledgement that the Products fully comply with the terms, conditions, and specifications of this Agreement. All credits are subject to inspection and approval by authorized Jel Sert Company representatives and the West Chicago, IL office.
Whether or not Seller agrees to a specific shipping date, Seller shall not be liable for delay or failure to deliver due to fires, floods, storms, acts of God, inability to obtain necessary labor, energy, raw or finished materials, delay in transportation or other causes beyond Seller’s control. Seller shall not be liable to Buyer, or to anyone claiming under Buyer for any other obligations or liabilities, including, but not limited to, obligations or liabilities arising out of breach of contract or warranty, negligence or other tort or any theory of strict liability, with respect to the Products of Seller’s undertakings, acts or omissions. In no event shall Seller be liable for incidental, special, or consequential damages including, but not limited to, loss of profits.
DISCLAIMER OF IMPLIED WARRANTIES: Seller and Buyer agree that the foregoing warranty is exclusive and in lieu of all other express or implied warranties including, but not limited to, the implied warranty of fitness for a particular purpose. Seller hereby disclaims all other express or implied warranties. Any oral or written description of the Products is for the sole purpose of identifying the Products and shall not be construed as an express warranty.
ASSIGNMENT: neither party shall, without prior written consent of the other party, assign its rights or obligations under this Agreement to any third party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of Seller and Buyer and respective successors and assigns.
MISCELLANEOUS: Seller reserves the right to correct clerical or similar errors relating to price or any other terms shown in this Agreement. If any provision of this Agreement shall be determined to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected. Buyer shall pay all cost and expenses (including Attorney’s fees) incurred by Seller in collecting amounts owed hereunder.
GOVERNING LAW: The contract for the purchase of goods which are the subject of all invoices shall be governed by the substantive laws of the State of Illinois as a contract made and to be performed in that state.