TERMS AND CONDITIONS OF SALE
The Manufacturer's sale to Customer is limited to and expressly made conditional on Customer's assent to the terms and conditions of sale contained herein, which supersede and reject all prior agreements, representations, discussions or negotiations, whether written or oral, with respect hereto and any conflicting terms and conditions contained in any purchase order or other writing by Customer, regardless of whether Customer purchases products through any media means, including but not limited to written purchase orders, electronic orders EDI, acknowledgements, confirmations, or other writings from Customer. Any additional or conflicting terms and conditions contained in, attached to, or referenced by Customer's purchase order shall have no effect on the purchase of any such product by Customer and are expressly rejected.
1. Price: All prices are subject to change or withdrawal without notice and all shipments will be at prices in effect on the date of shipment Unless otherwise specified or required by law, all prices will be quoted and billed exclusive of all state and local sales taxes, value added tax, import/export charges, taxes and fees related to the production, sale or delivery of material or products provided by Manufacturer. All such taxes, charges and fees, where applicable, shall appear as a separate and additional item on the invoice and Customer is solely responsible for payment of such charges.
2. Transportation and Ddivery: All sales are F.O.B. point of shipment. All costs of transportation, insurance and other related expenses are the sole responsibility of Customer unless otherwise agreed to in writing by Manufacturer. Shipment shall normally be made by the method and carrier Customer requests. If Manufacturer does not agree to Customer's request, Manufacturer shall ship by the method that it deems appropriate in its sole discretion. Any claim for Freight Collect and Third Party shipments for lost, damaged, stolen or otherwise imperiled goods during shipment are Customer's sole responsibility and shall be made by Customer. Claims for 'Prepaid' shipments must be filed with the Carrier through Manufacturer. Manufacturer shall not be liable, directly or indirectly, for any delivery that is delayed or fails for any reason, including, without limitation, labor difficulties, shortages, strikes or stoppages of any sort, acts of God, civil insurrection, wars, riots, strikes, terrorist acts, embargoes, fires or other casualties, or any other causes beyond Manufacturer's control.
3. Terms of Payment: All suntS due shall be paid in U. S. Dollars. For payments made :from outside the United States, Customer shall be solely responsible for obtaining any governmental approval and taking any action to permit Customer to pay in U. S. Dollars. Payment(s) on shipments released on open account are subject to payment terms established by Manufacturer's credit department and as stated on the face of any invoice, if at all. No anticipation discount shall be allowed. All shipments are subject to credit arrangements satisfactory to Manufacturer and it reserves the right, at any time, to suspend credit or to change credit terms provided herein, when, in its sole opinion, Customer's financial condition so warrants. Any payment not made when due shall accrue interest at the rate of 1.5% per month, or the maximum rate allowed by Georgia law, beginning on the date such payment becomes past due, and continuing thereafter until paid in full. Customer shall pay all costs, including but not limited to, attorneys' fees, Manufacturer incurs in collecting any past due amounts. Failure of Customer to make payment according to authorized credit terms shall entitle Manufacturer to suspend deliveries and/or terminate the sale agreement.
4. Specifications: Except in particulars expressly agreed in writing by Manufacturer, all products shall be manufactured in accordance with the Manufacturer's specifications. Specifications are subject to change or withdrawal without notice and are subject to normal manufacturing tolerances. Manufacturer reserves the right to substitute or change raw materials to improve quality and/or performance in its sole discretion. Manufacturer reserves the right to discontinue any products without notice.
5. Commercial Warranty: The warranty for Products sold and covered under these terms and conditions is one (1) year beginning :from the date of purchase. This warranty is against defects in workmanship and is effective only if the products have been properly (1) selected and are used in accordance with their normal intended use by the end user and (2) properly installed and maintained. In the event any of the Products sold by Manufacturer to Customer are defective, Manufacturer's sole responsibility shall be to replace the non-conforming Products. Customer shall make no other warranty to any third party on Manufacturer's behalf. EXCEPT AS SET FORTII HEREIN ABOVE, MANUFACTURER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES EXPRESSED OR IMPLIED, EXCEPT Tiffi WARRANTIES EXPRESSLY STATED HEREIN, ARE EXCLUDED. IN NO EVENf SHALL MANUFACTIJRER BE LIABLE TO CUSTOMER OR ANY THIRD PARTY PURCHASER FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFIT OR CONTEMPIATED USE. Products sold as other than "first quality" such as promotional goods and seconds are sold "AS IS" without warranty of any kind, and no claims will be considered for such goods. This warranty is not transferable and may not be used as a part of the basis for the bargain between Customer and its purchaser. THIS WARRANTY CONSTITUTES MANUFACTURER'S SOLE LIABILITY TO CUSTOMER FOR DEFECTS IN WORKMANSHIP.
6. Claims Adjustment Terms: Adjustments for claims for workmanship defects arc limited to claims presented to Manufacturer by Customer in writing within one (1) year. Claims must be made in accordance with our Claims Policy. Contact Manufacturer for a copy of Claims Policy. Claims against Manufacturer's performance warranties must be filed in accordance with the specific warranty. Manufacturer's claim forms must be used. Claims must identify invoice number and date, style number and color, roll number, yardage involved, alleged defect and location of product. Customer's exclusive remedy for defective products shall be limited, at Manufacturer's option, to repair, replacement or credit for all or an equitable portion of the amount(s) Customer paid to Manufacturer. Manufacturer reserves the right to select the method of the adjustment and to make a usage charge for installed Product.
7. Statute of Limitations: Any action for breach of these terms and conditions, including warranty claims, or claims for damages on account of the condition, quality or grade of the products must be commenced within 18 months after the cause of action accrues. A cause of action accrues for breach of these terms and conditions when the breach actually occurs, whether or not the parties are aware of the breach at the time. A cause of action for breach of warranty, or a cause of action arising from the condition, quality or grade of the goods, shall accrue on delivery of the products.
8. General Provisions: These terms and conditions represent the entire agreement with respect to the terms and conditions of sale. No modification of these terms and conditions shall be binding upon Manufacturer unless made in writing and signed by a duly authorized agent of Manufacturer. A waiver by Manufacturer of any breach or default by Customer of any of these terms and conditions shall not be deemed to be a continuing waiver or a waiver of any other breach or defauh of any other term or condition, but shall apply solely to the instance for which the waiver is directed. These terms and conditions, and the relationship between Manufacturer and Customer, shall be construed and governed exclusively according to the laws of the State of Georgia.
9. Applicable Law; Jurisdiction: The construction and enforceability of this agreement shall be governed and controlled by the laws of the State of Georgia. Any suit or proceeding relating to this agreement shall be brought in the courts, state and federal, located in or having jurisdiction over Whitfield County, Georgia. The parties hereby consent to the exclusive personal jurisdiction and venue of the courts, state and federal, located or having jurisdiction over Whitfield County, Georgia.
10. Attorneys' Fees. If either party brings an action to enforce this Agreement, the prevailing party shall recover the reasonable costs and expenses incurred by it in connection with the action or proceeding including reasonable attorneys' fees.
Continuing Guaranty under the Textile Fiber Products Identification Act.filed with the Federal Trade Commission, where applicable.