Terms And Conditions Of Sale
This Terms and Conditions of Sale, along with the
Credit Application and/or any guaranty agreement, confirms and constitutes this contract for the sale of goods between AMTF Corporation (“Seller”) and Buyer and governs the rights and obligation of the parties notwithstanding any prior course of dealing, custom or usage of sales, course of performance, prior invoice terms and conditions, purchase orders, contracts and agreements. Seller and Buyer hereby agree to the following:
Buyer agrees to pay the amount due, in full, according to the terms listed on the front of this invoice. Buyer agrees to pay all shipping and handling costs involving the goods (including RMA). If applicable, credit terms and the “postdating” of checks are determined by the invoice date, NOT the shipping date nor the date of receipt.
If Buyer fails to fulfill its payment obligation, then Seller may withhold deliveries and suspend performance, including but not limited to RMA service, or continue performance if Seller deems it reasonable to do so. Buyer understands and agrees to pay (1) a $20.00 fee any time a check is returned uncollected for any reason; (2) late charges of 0.05% per day (compounded daily/18.25% per annum) on any past due balance; and, (3) any cost connected to debt collection (including collection agency or
insurance costs). Seller shall also be entitled to an extension of time for performance of its obligations equaling the period of Buyer’s nonfulfillment whether or not Seller elects to suspend performance.
If Seller brings any legal action to enforce this agreement, Seller shall be entitled to recover all reasonable costs and expenses incurred, including but not limited to attorneys’ fees, suit fees and court costs.
DELIVERY, TITLE AND RISK OF LOSS:
Unless otherwise stated, Seller shall deliver goods to Buyer F.O.B. origin. Seller retains title and a security interest to goods until full payment is perfected. Buyer agrees to execute any financing statements or provide any documents to Seller to protect the security interest. The risk of loss passes to Buyer upon delivery of the goods to the carrier.
Shortages, missing parts, or errors must be claimed within two (2) days after receipt of goods, otherwise shipment is deemed to be complete. Buyer shall give Seller further reasonable time to cure any mistakes.
If Buyer refuses shipment and/or attempts to cancel or rescind this contract without legal excuse, Seller may opt to recover liquidated damages, consisting of 15% of the total invoice price (restocking fee) plus all freight and handling charges. Notwithstanding the foregoing, Seller may refuse the return of goods and pursue its remedies hereunder and under applicable law including but not limited to lawsuits for the full purchase price, lost profits, and incidental damages incurred by Seller.
ALL SALES ARE FINAL; however, if Seller agrees in writing to issue a credit, then Buyer agrees to pay a restocking fee (15% of the invoice price plus all freight and handling charges) for goods returned within seven-days after delivery. Due to industry volatility, goods returned after seven-days may be credited based on current price instead of invoice price (in addition to restocking fees). Only goods that are in brand new and resalable condition, packaged in the original cartons, and accompanied by all accessories will be accepted for credit.
LIMITED WARRANTY: THIS LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESS, OR IMPLIED. SELLER MAKES NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY.
All goods manufactured by Seller are warranted to be free of defects in material and workmanship for one-year after the invoice date. This warranty does not cover goods damaged because of misuse, neglect, shipping, improper installation, or goods subjected to unusual physical or electrical stress, or goods with broken warranty seals, or any item modified or adjusted or repaired by persons other than Seller’s authorized personnel. At the Seller’s option, defective goods may be repaired or replaced. If Seller is unable to repair or replace a defective good because it is discontinued, then Seller will credit Buyer the value of the goods based on the current list price at the date goods were received for RMA service. Any replacement is warranted only for the remainder of the warranty period applicable to the product it replaces. This limited warranty applies only to the Buyer and is not assignable.
GOODS MADE BY OTHER MANUFACTURERS ARE SOLD “AS IS”:
All goods made by manufacturers, other than Seller, may carry a limited warranty as granted by their respective manufacturer. Seller will assist Buyer in obtaining manufacturer warranty service for one-year from the invoice date; however, Seller in no way claims responsibility for these goods or their warranties.
LIMITATION OF LIABILITY:
Seller’s total liability on any and all claims, whether in contract, warranty, tort (including negligence), infringement of proprietary rights or intellectual properties (patent, trademark, copyright, trade secret), or arising out of, connected with, or resulting from the performance or nonperformance of any agreement resulting here from, or from the manufacture, sale, delivery, resale, repair, replacement or use of any good, or the furnishing of any service shall not exceed the purchase price of the good or service that gives rise to the claim. Seller is not liable for any indirect, special or consequential damages including but not limited to loss of profits, goodwill, business opportunities, or harm to reputation. Seller is not responsible for any delays in RMA processing or service.
RETURN MERCHANDISE AUTHORIZATION (RMA) PROCEDURE:
(1) Fully complete and send the RMA Request Form to Seller. Be sure to give a full and detailed explanation of the defect. Incomplete forms can cause delay in the processing of RMA, non-issuance of RMA numbers, and/or the rightful denial of RMA service. Should Buyer request assistance in completing RMA request forms, Buyer agrees to pay a service charge of $60/hour at ¼ hour increments ($15 minimum charge). Next, an authorized RMA number will be issued to Buyer. The RMA number is valid for fifteen (15) days from the date of issuance and the defective goods must be delivered to Seller within this period.
(2) Send the RMA items to Seller (freight prepaid) along with a completed RMA Request Form, which must specify each item’s invoice date, invoice number, and serial number. If goods are returned without all original parts or if warranty labels (e.g., bar codes) have been tampered or removed, then Seller reserves the right to return the goods to Buyer unrepaired. The RMA number must be placed on any package(s) shipped for RMA service. Seller may refuse and return any package sent without an authorized RMA number. Seller shall refuse any freight collect or C.O.D. shipments. Seller shall reject shipments containing goods not originating from Seller, goods not directly sold to Buyer from Seller, and goods that are out-of-warranty. Seller shall not be responsible for any losses due to shipping or delays in RMA service. Buyer agrees to pay a technician service charge of $60/hour at ¼ hour increments ($15 minimum charge) for RMA goods tested and found without defects.
This contract is the complete understanding of the parties and supersedes all prior agreements relating to this sale. This contract cannot be changed, modified, amended, waived, canceled or discharged in whole or in part unless so done in writing and signed by both parties. Seller’s delay or failure to enforce any of its rights hereunder shall not constitute a waiver.
In the event that Seller’s performance is prevented or delayed by strikes, riots, lockouts, war, embargoes or exceptional impediments to transportation, earthquake, fire, action by Federal, State or local government or authority, action by foreign powers, acts of God, reduction of sources or supply or any cause or circumstance, not limited to the above, which is beyond the Seller’s reasonable control, Seller shall not be held liable for the consequences thereof and the obligation to make delivery or perform warranty service shall be suspended while the causes are in effect until the resumption of work after termination of the causes. The foregoing shall apply even though one or more of the causes exist at the time of the order or occur after Seller’s performance of its obligations is delayed for other causes.
LAW AND JURISDICTION:
This agreement shall be construed and governed by the laws of the State of California and the United States of America. If any provision of this agreement is invalid, then all valid parts severable from the invalid part remain in effect. Buyer hereby irrevocably submits to the jurisdiction of any state or federal court within the County of Los Angeles, California. Buyer agrees to the venue of said courts and that any dispute or legal action arising from this agreement shall solely be entertained in such courts. Buyer further agrees to (1) service of process by certified or register mail or by any manner permitted by law; (2) irrevocably waive the defense of inconvenient forum; and,
(3) IRREVOCABLY WAIVE TRIAL BY JURY.