CHECK-MATE INDSUTRIES, INC.
GENERAL TERMS AND CONDITIONS OF SALE
Unless otherwise specifically agreed to in writing and signed by an authorized employee of Check-Mate‚ the following terms and conditions of sale (“Agreement”) apply to all sales of products from Check-Mate to Buyer. Any different or additional terms and conditions proposed by Buyer in its purchase order‚ or otherwise are objected to by Check-Mate. Buyer’s assent to this Agreement is conclusively presumed from Buyer’s failure to reasonably object in writing and from Buyer’s acceptance of all or part of the products ordered. This Agreement represents the entire agreement of the parties and all proposals‚ negotiations‚ representations or agreements made or entered into prior to or contemporaneously with this Agreement‚ whether verbal or written‚ are cancelled and superseded by this Agreement.
1. PRICES. All quotations are made for immediate acceptance and are subject to change without notice prior to acceptance. Prices are stated in United States Dollars‚ are exclusive of sales‚ use‚ excise or similar taxes and are subject to any price adjustment necessitated by Check-Mate’s compliance with any act of government. Any tax or other
governmental charge upon the production‚ sale‚ shipment or use of the product which Check-Mate is required to pay or collect from Buyer shall be paid by Buyer to Check-Mate unless Buyer furnishes Check-Mate with a tax exemption certificate acceptable to the appropriate taxing authority. Any changes in tariffs ‚ freight rate or transportation charges prior to the date of shipment will be paid by the Buyer.
2.PAYMENT. Unless Check-Mate has extended credit terms to Buyer in writing‚ or unless other terms are included in delivery documents issued by Check-Mate for the products‚ payment terms are net 30 days in United States currency. Check-Mate reserves the right to modify or withdraw credit terms at any time without notice and to require guarantees‚ security‚ or payment in advance of the amount of credit involved. If Buyer fails to fulfill the terms of payment‚ Check-Mate may defer further shipment to Buyer or‚ at its option‚ cancel the unshipped portion of Buyer’s order. Buyer agrees to pay interest on all past due invoices at the highest contractual rate allowable under the laws of the State of New York.
3.TERMS OF SHIPMENT‚ ACCEPTANCE. Check-Mate will ship in accordance with instructions supplied by Buyer‚ but if Buyer fails to furnish such instructions‚ Check-Mate will select what is‚ in its opinion‚ the most satisfactory routing for shipment. If Buyer is to pick up products and has not done so within five (5) business days after notification that they are ready for shipment‚ Check-Mate may ship the products commercial carrier. Title to products passes at the same time as risk of loss. Any prepayment by Check-Mate of freight charges shall be as stated in the delivery documents of the products. By accepting products from the carrier‚ Buyer agrees that they are free of defects‚ which a reasonably careful inspection would disclose. Parts shall be packed and packaged for one-way shipment by air and/or surface transportation in accordance with reasonable commercial practice or in accordance with Buyers reasonable requests.
4. DATE OF SHIPMENT. Shipping dates are given at the best of Check-Mate’s knowledge based upon conditions existing at the time the order is placed and information furnished by Buyer. Check-Mate will‚ in good faith‚ endeavor to ship by the estimated shipping date but shall not be responsible for any delay or any damage arising from its failure to ship by the estimated shipping date.
5. CANCELLATION OF ORDER BY BUYER: RETURN OF PRODUCTS FOR CREDIT. Buyer’s order may not be modified or rescinded except in writing signed by Check-Mate and Buyer. If all or part of Buyer’s order is terminated by such modification or rescission‚ Buyer‚ in the absence of a contrary written agreement between Check-Mate and Buyers‚ shall pay termination charges based upon cost determined by accepted accounting principles plus a reasonable profit. In any circumstance‚ Check-Mates written consent must be given in advance of Buyer’s return of products for credit.
6. FORCE MAJEURE. Check-Mate shall not be liable for any failure to perform its obligations under this Agreement resulting directly or indirectly from or contributed to by any acts of God‚ acts of Buyer‚ acts of civil or military authority‚ priorities‚ fire‚ strikes or other labor disputes‚ accidents‚ floods ‚ epidemics‚ war‚ riot‚ delays in transportation‚ lack of or inability to obtain raw materials‚ components‚ labor‚ fuel or supplies‚ or other circumstances beyond Check-Mate’s reasonable control.
7.EXCLUSIVE WARRANTY. Buyer agrees and acknowledges that there are no express warranties of any kind associated with its purchase of product(s) from Seller. Seller expressly disclaims all warranties of merchantability, including ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. Seller warrants to the Buyer only that Goods manufactured by Seller shall be free from defects in material and workmanship for a fourteen (14) day period of time from the date of delivery, subject to the disclaimers and limitations of the agreement.
8. EXCLUSIVITY OF REMEDY‚ LIMITATION OF LIABILITY. In the event Buyer claims that Check-Mate has breached any of its obligations under this Agreement‚ Check-Mate may request the return of the products, and tender to the Buyer the purchase price paid by Buyer and‚ in such event‚ Check-Mate shall have no further obligations under this Agreement except to refund such purchase price upon return of the products. If Check-Mate so requests the return of the products‚ the products shall be returned to Check-Mate in accordance with Check-Mates instructions at Check-Mates expense. THE REMEDIES PROVIDED FOR IN THIS PARAGRAPH SHALL CONSTITUTE THE SOLE RECOURSE OF BUYER AGAINST CHECK-MATE FOR CLAIMS RELATING TO THE SALE OR USE OF PRODUCTS‚ WHETHER THE CLAIM IS MADE IN TORT OR IN CONTRACT‚ INCLUDING CLAIMS BASED ON WARRANTY‚ NEGLIGENCE‚ STRICT LIABILITY‚ PRODUCT LIABILITY‚ OR OTHERWISE. IN NO EVENT SHALL CHECK-MATE BE LIABLE FOR INDRIECT‚ INCIDENTAL‚ CONSEQUENTIAL DAMAGES. NOR SHALL CHECK-MATE’S LIABILITY FOR ANY CLAIMS FOR DAMAGES ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT OR THE MANUFACTURE‚ SALE‚ DELIVERY OR USE OF THE PRODUCTS EXCEED THE PURCHASE PRICE OF THE PRODUCT.
9. GOVERNING LAW‚ VENUE LIMITATION OF ACTIONS. This Agreement shall be governed by the laws of the State of New York. No action for breach of this Agreement or any covenant or warranty arising under this Agreement‚ shall be brought more than one year after the cause of action has occurred. Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by Binding Arbitration.
10. TRANSPORTATION SECURITY REQUIREMENTS: Buyer agrees to make a good faith effort to require its agents (including, but not limited to, brokers and freight forwarders) to (i) comply with all applicable transportation security laws and regulations, and (ii) provide proper identification and purchase order number when picking up products from Seller
