TERMS AND CONDITIONS OF SALE: To the extent of any conflict, these terms and conditions supersede all agreements previously made and/or purchase orders submitted accidents, strikes or other delays unavoidable by SELLER.
CLAIMS: All claims must be made, in writing, within five (5) days of delivery, BUYER should, therefore, inspect all packages upon delivery of damages. Claims should be immediately filled with carrier (not with SELLER), if applicable.
LIMITATIONS AND LIABILITY: If merchandise is not in good working order, BUYER’s sole remedy shall be replacement or repair. Some states do not allow the limitation or exclusion of liability for damages, so the above limitations and exclusions may not apply.
TITLE: Title to all goods passes to BUYER only upon payment in full of all invoices. Title reverts to SELLER on all previous purchases if account is ever in a delinquent status. SELLER retains a security interest in same. Signing of this contract has the same effect as a UCC-1 and can be filed in your state and will be effective to the extent permitted by law. SELLER also has the right to repossess said goods without notice, at any time the account is in a past-due status, with or without legal process so long as recovery is peaceful.
COLLECTION: In the event a collection effort is necessary, past-due accounts will be charged 1-1/2% per month, or the highest rate of interest authorized by law, whichever is less. Upon referral of a past-due account our attorney’s, or if a lawsuit or pre-judgment attachment proceedings are instituted by our attorney’s, BUYER agrees to pay actual attorney fees incurred (or a minimum of 25% of the principal obligation, whatever is greater), court costs and expenses (all both pre and post judgment).
In the event that a lawsuit is filed, it is agreed that the venue of same will be any appropriate state court located in Los Angeles County, State of California, or any other venue, at SELLER’s option. Buyer waives its right to litigate outside Los Angeles County, California, or any other venue SELLER chooses. BUYER further agrees to waive notice of presentment for payment and notice of non-payment, if SELLER deems itself in jeopardy.
In the absence of written consent of the SELLER otherwise, the undersigned agree to be personally liable hereunder, regardless of the type of entity under which BUYER’s business is conducted or any change in such legal structure, or any title which is noted under BUYER’s signature. In order to induce SELLER to extend credit to BUYER, the undersigned each personally guarantees any and all obligations of BUYER to SELLER and waives notice of acceptance and/or any requirement that the SELLER first proceed against BUYER or any security given before proceeding against Guarantor.
BUYER hereby grants SELLER permission, through its agents, to check BUYER’s credit and/or the credit of any or all of the signatures for BUYER, at any time for the purpose of establishing the maximum credit line available to BUYER, to assist SELLER in effectuating service upon BUYER, to assist in locating BUYER, and/or for any other purpose related to collecting upon any credit extended to BUYER, and/or any judgment relating thereto.
BUYER acknowledges these terms and conditions have been read and understood, agrees to be bound by these terms and conditions and that this agreement supersedes all other proposals oral or written all other communications between the parties relating to the subject matter hereof, prior or future, to the extent same conflict with these terms and conditions.