Delivery and Risk of Loss
Except as otherwise provided on the face of this Invoice the product is being shipped FOB Seller’s or its agents’ production facility. Title to and risk of loss of any product sold hereunder shall pass to Buyer at the point of delivery to carrier at Seller’s or its agents’ production facility, and Buyer shall bear the cost of freight from Seller’s shipping location to Buyer’s location.
Method of Payment
Except as otherwise provided on the face of this Invoice all payments are due to Seller in United States Dollars not later than thirty (30) days from the date of this Invoice. Any invoiced amount not paid ten (10) days past the due date shall be deemed late and shall be subject to interest charges in the amount one and one half (1½%) percent per month or the maximum rate permitted by law with respect to such obligations.
Representations and Warranties
SELLER WARRANTS THAT PRODUCTS SOLD HEREUNDER SHALL BE OF SELLERS STANDARD QUALITY AND SELLER MAKES NO WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRIGEMENT. FURTHER, SELLER SPECIFICALLY MAKES NO WARRANTIES AS TO ANY SERVICES OR AS TO COMPLIANCE WITH LAWS, REGULATION, STANDARDS, AND/OR CONVENTIONS, INCLUDING TO THE ENVIRONMENT OR TO THE PACKAGING, LABELING AND/OR TRANSPORT OF HAZARDOUS GOODS.
Limitation of Liability
SELLER WILL NOT BE LIABLE TO BUYER OR ANY OTHER ENTITY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING ATTORNEYS FEES, OR LOSS OF PROFITS ARISING OUT OF OR IN CONJUNCTION WITH THE PURCHASE OF THE PRODUCTS DESCRIBED ON THE FRONT OF THIS INVOICE.
Indemnification
To the maximum extent permitted by law, Buyer will indemnify and hold harmless Seller and its directors, officers, employees, and agents from and against any and all claims, losses, damages, suits, fees, judgments, costs, and expenses, that may arise out of or in connection with: (a) the Buyer’s negligence, willful misconduct, breach of any representation, warranty, or other obligation under this contract, or violation of any law or regulation; (b) Buyers handling, possession, use, or disposal of the products described on the front of this Invoice, including claims related to environmental contamination or violation of any environmental law or regulation; (c) any personal injury (including death) or damage to property resulting from Buyer or its agent’s acts or omissions; except to the extent that any such claims are caused by the Seller’s gross negligence or willful misconduct.
Remedies
Buyer’s exclusive remedy for shortage of products, damaged or defective products (whether or not occurring as a result of Seller’s alleged negligence or gross negligence) or any other cause or action arising out of the purchase and use of these products is expressly limited to replacement of such products or payment in the amount not to exceed the purchase price of the products for which damages are claimed, as determined as the sole option of Seller. Seller’s remedy for non-payment of this Invoice shall be by all legal means afforded to the Seller under the laws of the State of Georgia. Buyer shall be liable for all cost associated with the collection of any debts related to this Invoice, including to but not limited to reasonable attorney’s fees and court costs.
Cancellations
Buyer shall not have the right to cancel this purchase order without first obtaining written agreement from the Seller. Should Seller provide written consent to such cancellation, Buyer shall be liable for all costs associated with the order fulfillment process up to an amount equal to ten percent (10%) of the aggregate total of the purchase orders value as a cancellation fee.
Return Policy
Only products that are in the original delivery container and are unopened and have not exceed their shelf life shall be eligible for return consideration. Then, at the Sellers discretion, only products which have been issued a written “Return Material Authorization” by the Seller shall be accepted for return. The Buyer agrees that any such products that are returned under these terms are subject to a re-stocking fee of twenty percent (20%) of the original invoiced amount for such products.
Assignment
This Invoice is not transferable or assignable by either party without the written consent of the other party, which consent will not be unreasonably withheld.
Force Majeure
Seller shall be liable for any delay in performance or nonperformance caused by circumstances not within the reasonable control of Seller, including but not limited to, acts of God, fires, war, terrorism, labor disputes or any ability to obtain products and materials.
Miscellaneous Provisions
This Invoice contains all the terms and conditions of the agreement between the parties listed on the front of this Invoice with respect to the consignment, sale, and purchase of products, and no agreement or other understanding in any way modifying the terms and conditions hereof will be binding on Seller unless made in writing and signed by Seller. Any terms or conditions on Buyer’s purchase order forms or other documentation are rejected and do not form a part of this Invoice. Waiver of a breach of any provision of this Invoice does not constitute a waiver of breach of the same provision or any other provision of this Invoice. The invalidity or enforceability of any of the provisions hereof will not in any way affect the validity or enforceability of any other provisions hereof. This Invoice does not create a partnership, joint venture, agency, master-servant, employment, trust, or similar relationship between Buyer and Seller or any of its employees. This contract shall be construed and interpreted in accordance with the laws of the State of Georgia. Buyer hereby consents to the jurisdiction and venue of the state and federal courts serving Cobb County, Georgia for any disputes that arise hereunder.
