The SELLER means Maternal Concepts.
The BUYER means the customer of Maternal Concepts.
The CONTRACT means any contract for the sale of products by the Seller to the Buyer.
The PRODUCTS means goods of any description forming the subject matter of this contract, including parts, components and ingredients of any materials incorporated into the products.
These terms and conditions of sale, together with information contained in Seller's written product order, quotation, acknowledgment and/or invoice shall constitute the entire agreement and understanding of Seller and Buyer for the purchase and sale of Seller's products. Buyer's acceptance of delivery of or payment for any products will constitute Buyer's acceptance of all terms and conditions of sale.
All quotations and order acknowledgments, written, verbal, or facsimile, are based on today's costs. In the case of annual purchase orders, if costs vary in any way prior to the completion of an order, the prices will be those in effect at the date of shipment. Prices exclude all freight, insurance, and delivery charges, and all taxes or duties, unless otherwise expressly indicated in writing by the Seller.
Quotations by the Seller, unless otherwise stated or agreed by the Seller in writing, will be open for acceptance for a period of 30 days after the date of the quotation.
All invoices are payable, without discount or deduction of any kind, in U.S. dollars, 30 days following the invoice date, if credit has been extended. The Buyer is required to pay an interest penalty of 18% per annum on any overdue amount from the date the payment was due to that on which it was made, and reimburse the Seller all costs and expenses (including legal costs) incurred in the collection of any overdue amount.
Risk; Title; Delivery:
Risk in the goods will pass to the Buyer as soon as the goods are delivered by the Seller to the Buyer. Although held by the Buyer as bailee, such goods will remain the property of the Seller until the Buyer pays in full for the goods. Any and all claims by the Buyer for damage or loss of product or delays in transit will be made by the Buyer against the Carrier. The Seller may deliver and the Buyer will accept in satisfaction of the contract a quantity +10% of the quantity ordered.
The Buyer will inspect all deliveries of goods as they are received and report within 7 days to the Seller any alleged error, shortage, defect or nonconformity of such goods. Any claim of faulty goods must be accompanied by samples to illustrate the fault. Failure by the Buyer to inspect and report the above will constitute a waiver by the Buyer of any claim or right of the Buyer against the Seller with respect to such error, shortage, defect or nonconformity. The Seller will have the option of replacing or crediting the invoice value of the goods delivered to the Buyer which are shown to be defective or nonconforming.
The Seller makes no guarantees or assurances as to the results that may be obtained from the use of the products sold to the Buyer. It is the sole and exclusive responsibility of the Buyer to determine the suitability of any and all products purchased from the Seller for Buyer's intended purposes and uses. The Seller warrants that the products sold hereunder conform to the Seller's applicable specifications for such products (subject to Seller's standard tolerances for variations).
Under no circumstances will the liability of the Seller to the Buyer exceed the invoice value of the product.
Under no circumstances will the Seller have any liability for
The Seller will not be liable for any failure in the performance of its obligations under the contract caused by factors beyond its control.
Authorization to return products purchased from Seller must be obtained from Seller prior to any such return. At Seller's sole discretion, credit may be granted for returned products, less an appropriate restocking charge, depending on the reason for the return and the condition of the product. Any returned products must be shipped to Seller, freight prepaid, at Buyer's expense.
The invalidity or unenforceability of any provision, term, or condition of this contract will not affect the validity and enforceability of the remainder of the provision, terms, or conditions.