Price: Prices quoted include standard packing according to Seller’s specification. Special packing requested by Purchaser, including packing for exports shall be paid by Purchaser as an additional charge. All prices are F.O.B. Seller’s plant and do not include transportation which costs and charges shall be solely the responsibility of Purchaser.
Purchase Order: All purchase orders must contain the following information:
- Name and address where products are to be shipped
- Shipping instructions
- Name and address where the related invoice is to be mailed
- Purchase order number
- Quantity and description of products
A properly authorized purchase order must be submitted. Any changes to the original purchase order, must be authorized by a revised purchase order or change order and must be submitted to Seller. Service can be delayed until the purchase order or change order is received by Seller.
Payment: Our payment terms are Net 30 days. Invoices are to be paid within thirty (30) days of the date of the invoice. Invoices over sixty (60) days old are subject to a monthly finance charge of 1.5%. If any invoices are unpaid after sixty (60) days, the Purchaser’s account can be placed on Credit Hold. While an account is on Credit Hold, products will be held until the past due invoices are paid. Accounts that are repeatedly on Credit Hold can be required to pay for product at time of delivery (C.O.D.). The Purchaser agrees to pay full amount of any costs or expenses, including collection and/or attorney fees incurred by Seller in the collection of overdue amounts by litigation or otherwise.
Taxes: To the extent legally permissible, all present and future taxes, imposed by any Federal, State, Local or Foreign authority, which Seller may be required to pay or collect, upon or with reference to sale, purchase, transportation, delivery, storage, use or consumption of goods or services, including taxes upon, or measured by receipts therefrom, shall be paid by Purchaser. Amounts covered hereby shall be added to price or billed as separate item, as the law may require or as the Seller may determine. No offset against or reduction in price shall be allowed by Purchaser by reason of taxes owed, paid or payable by Purchaser, or charged to Purchaser’s account.
Inspection and Acceptance: Purchaser shall have the right to inspect the goods upon receipt of them, and shall have the opportunity, at that time, to run adequate tests to determine whether the goods shipped conform to the specifications of this contract. Purchaser shall recompense Seller, at the contract price, for all goods used in testing and Purchaser shall bear any expense incurred in the inspection of the goods used in testing whether or not the goods are nonconforming. Failure to inspect the goods or failure to notify the Seller in writing that the goods are nonconforming within ten (10) days of the receipt of the goods by Purchaser shall constitute a waiver of Purchaser’s rights for breach of warranty and a waiver of Purchaser’s rights of inspection and rejection for nonconformity and shall be irrevocable acceptance of the goods by Purchaser.
Warranty: Seller warrants that it will, at its option, repair or replace the goods, or return the purchase price thereof, which are found to be defective in material or workmanship, provided that, within ten (10) days of Purchaser’s receipt thereof, Purchaser gives written notice of such defect to Seller, returns the goods to Seller’s designated point of manufacture with transportation charges prepaid by Purchaser, and an examination by Seller discloses to its satisfaction the existence of such defect to nonconformity with the contract requirements. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. THE FOREGOING DOES NOT APPLY TO COMPONENTS NOT MANUFACTURED BY SELLER, AND IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. No agent, employee or representative of the Seller has any authority to bind the Seller to any affirmation, representation or warranty concerning the goods sold under this sales contract, and unless an affirmation, representation or warranty made by an agent, employee or representative is specifically included within this written agreement, it shall not be enforceable by the Purchaser.
Remedies of Purchaser: If goods are tendered which do not conform to the specifications under the sales contract and these goods are rejected by Purchaser, Seller shall have the right to cure the ender by either correcting the goods or substituting conforming goods. In any event Purchaser shall not be entitled to recover any incidental or consequential damages and Purchaser’s right to damages shall be limited to the difference between the contract and the market price of the goods. Purchaser shall have no rights to recover damages for any loss resulting in the ordinary course of events from nonconformity of tender.
Assignment: No right or interest in this contract shall be assigned by Purchaser, and no delegation of any obligation owed by Purchaser shall be made without the written permission of Seller. Any attempted assignment or delegation without permission is void and totally ineffective for all purposes.
Alteration, Interpretations and Definitions: This contract is intended by the parties as a final expression of their Agreement and as a complete and exclusive statement of the terms of their Agreement. Acceptance or acquiescence in a course of performance rendered under this contract shall not be relevant to determine the meaning of this contract. Waiver by Seller of a breach by Purchaser of any provision of this contract shall not be deemed a waiver of future compliance therewith, and such provision shall remain in full force and effect. These terms and conditions take precedence over any inconsistent, different or additional terms contained in prior correspondence between the parties unless expressly agreed to in writing by Seller. This contract shall be governed by the laws of Texas.
Disputes: All disputes under any contract concerning products not otherwise resolved between Seller and Purchaser shall be resolved in a court of competent jurisdiction for the location of Seller’s manufacturing plant from which the Products are shipped, and in no other place; provided that, in Seller’s sole discretion, such action may be heard in some other place designated by Seller to facilitate resolution. Purchaser hereby consents to the jurisdiction of such court or courts and agrees to appear in any such action upon written notice thereof. No action, regardless of form, arising out of, or in any way connected with, the products or services furnished by Seller, may be brought by Purchaser more than one (1) year after the cause of action has occurred. If any part or parts of these Terms and Conditions are found void or unenforceable, the remainder of the Terms and Conditions shall be enforceable to the fullest extent allowed by law.
Cancellation: Cancellation of this order by Purchaser before shipment may be subject to cancellation charges.
ESP Spares, Inc.
300 Park Central Blvd. Ste. B
Georgetown, TX (USA) 78626
Phone: (512) 931-2701