Terms and Conditions of Sale
1. ACCEPTANCE: All sales made by EASYFIT, INC. ("Company") are
made only on these terms and conditions of sale. Our price list and
catalog are offers to sell by Company. Any purchase order resulting
from any current price list or catalog of Company, to which these
terms and conditions may or may not have been attached, shall be
construed as a written acceptance of our offer to sell in accordance
with these terms and conditions. Any different or additional items
submitted by the Buyer are hereby objected to and shall not be
binding upon the parties unless agreed in writing by Company.
2. PRICES: Prices are subject to change without notice and prices will
be Company's prices in effect on the shipment date. All prices are
exclusive of any taxes or duties or any other charges that may be
imposed in connection with the transaction between Company and
Buyer. Taxes, duties and other charges shall be paid by Buyer.
3. PAYMENT: If open credit is established, payment terms will be net
cash 30 days from date of invoice. In addition to all other remedies
Company has under applicable law, Company shall have a right to a
finance charge of the lesser of 1.5% per month or the highest monthly
interest rate that may be charged to the Buyer on overdue accounts.
Buyer will be liable for all expenses (including attorney's fees) incurred
in collecting any overdue accounts.
4. SHIPMENT: Method and route of shipment will be at the discretion
of Company. All shipments shall be at the Buyer's risk and shall not be
insured, unless otherwise requested in writing by the Buyer.
5. DELAYS AND LIMITATIONS: Company shall not be liable for any
delay or failure to perform if caused by an event or contingency
beyond its reasonable control, irrespective of the nature thereof.
Company shall attempt to meet any production, shipment or delivery
date specified, but in no event shall Company otherwise be responsible
or liable for failure to produce, ship or deliver by such date, nor shall
Company be liable to Buyer or any third party for indirect or
consequential damages due to delays in the production, shipment or
delivery of Goods, whether or not to causes within Company's control.
6. ACCEPTANCE OF GOODS: Buyer shall examine all Goods
immedIately upon receipt and shall be deemed to have accepted said
Goods as conforming unless Company is notified to the contrary within
(7) days of the time of receipt by Buyer.
7. LIMITED WARRANTY: Company warrants that the Goods to be
delivered will be of the kind and quality described in the order or
contract and will be free of defects in workmanship and/or material
provided. Should any failure to conform to this warranty appear within
one (1) year after the date of delivery, Company will, upon notification
thereof and substantiation that the Goods have been installed and
operated in accordance with Company's recommendations and
standard industry practice, correct such defects by suitable repair or
replacement at its own expense. THIS WARRANTY IS EXCLUSIVE AND
IS IN LIEU OF ANY IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTY OF
QUALITY, WHETHER EXPRESS OR IMPLIED, EXCEPT THE WARRANTY
OF TITLE. Company makes no warranty as to any of the Goods or any
part thereof not manufactured by Company. In so far as possible, the
Buyer shall have the benefit of any warranty made by the
manufacturer thereof.
8. LIMITATION OF BUYER'S REMEDIES: Correction of
nonconformities in the manner and for the period of time provided
above, shall constitute fulfillment of all liabilities of Company to the
Buyer with respect to the Goods, whether based on contract,
negligence, strict tort or otherwise, IN NO EVENT SHALL COMPANY BE
LIABLE FOR ANY INDIRECT OR, CONSEQUENTIAL DAMAGES TO ANY
PARTY WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES
OR LIABILITY FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY
OTHER INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGE. The
remedies of the Buyer set forth herein are exclusive and in no event
shall the liability of Company with respect to the contract for sale,
except as expressly provided herein, exceed the price of the Goods.
9. PATENTS: Without limiting the generality of the foregoing,
Company makes no representation or warranty whatsoever as to any
patent matters.
10. RETENTION OF TITLE: Regardless of whether the risk of loss of
Goods has passed to the Buyer, Company retains title to the Goods
until Company has received payment in full for the Goods and until
Company has received in full any payment which is overdue for any
other Goods sold by Company to the Buyer. Until Company has
received such payments, the Buyer shall hold the Goods in trust for
Company.
11. RETURNS: Goods may not be returned for any reason unless
prior written permission is obtained from Company. All Returns will be
subject to a 15-25% restocking charge (depending on manufactures
policy) and will be credited at original invoice value only. All returns
must be freight prepaid at the Buyer’s expense. Goods returned
without written authorization shall be refused; risk of loss for all Goods
returned to Company shall at all times be upon the Buyer. Goods will
not be accepted unless returned within 30 days of invoice date.
12: TERMINATION BY COMPANY: Company reserves the right to
unilaterally terminate the contract for sale of the Goods at any time
Company determines that the Buyer's credit is not satisfactory.
13. CANCELLATION BY BUYER: Orders may be cancelled only with
Company's written consent, and upon terms that will indemnify
Company against loss arising from such cancellation.
14. BINDING EFFECT: These terms shall be binding upon and inure
to the benefit, as appropriate, of Company and Buyer and their
respective successors and assigns.
15. APPLICABLE LAW: This instrument and performance hereunder
shall be governed by the laws of the State of New York.
16. MODIFICATION: ENTIRE AGREEMENT: No modification of the
terms and conditions specified herein shall be binding upon Company
unless agreed to by Company in writing. No waiver of any right or
remedy available to Company in any instance shall constitute a waiver
of any right or remedy subsequently. The terms and conditions hereof,
constitute the final and exclusive agreement between the parties, and
NO OTHER WARRANTIES are given beyond those set forth in this
written contract. Company's employees' ORAL STATEMENTS DO NOT
CONSTITUTE WARRANTIES, shall not be relied upon by the Buyer, and
are not part of the contract of sale.