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.