CONTROLLING PROVISIONS:
These
terms and conditions supersede any provisions, terms and/or conditions
contained on any confirmation order, or other writing Purchaser may
give; the rights of the parties hereto shall be governed exclusively by
these provisions, terms, and conditions, and may not be changed or
modified except by a written amendment of agreement signed by both
parties.
FOB POINT:
All prices are
F.O.B., Seller's warehouse. Method, carrier, and route of shipment shall
be selected by Seller, unless otherwise instructed by Purchaser, all
risk of loss or damage to the equipment shall pass to Purchaser upon
delivery to the carrier so selected.
GOVERNING LAW:
This
Agreement is made and entered in the State of Colorado and shall be
governed, enforced, construed and interpreted in accordance with the
laws and in the courts of the State of Colorado, without giving effect
to principles of conflicts of law.
INSOLVENCY:
In
the event of declaration of bankruptcy by the Purchaser, unencumbered
title to any goods that have been delivered, but payment not made in
full shall revert to Seller under the terms of the TITLE clause.
LEGAL FEES:
Purchaser
agrees to pay and reimburse Seller for all legal fees, costs and
expenses incurred by Seller in collecting payments due under any
Purchaser order or which are otherwise incurred as a result of any
dispute, demand or claim under these terms and conditions.
PAYMENT TERMS:
All SALES ARE FINAL and terms are "Net with order", unless otherwise specified and
explicitly accepted by Seller in writing. Products are covered by manufacturers warranties & shipping is insured.
When order is accepted with "Net 30" terms, Payments delayed beyond the
30th day after invoice will have interest charges added at a rate of
1.5% per month. FAILURE OF THE PURCHASER TO COMPLY WITH PAYMENTS TERMS
SHALL RELIEVE SELLER OF ANY OBLIGATIONS UNDER THIS AGREEMENT.
PRICE:
The
list price of "Products" shall be based upon the current ParadigmImaging.com (North American distributor) Product Price List. Price Changes: Prices are
subject to change without notice. If the price is decreased, the
products currently on order with Seller, but not yet shipped, shall
receive the lower price.
PRODUCTS & SERVICES:
Seller
agrees to sell/service and the Purchaser agrees to purchase the
products on the LargeFormatSpecialist.com Product Price List, or any other
goods or equipment offered for sale in a formal quotation by an
authorized Large Format Specialist, LLC employee. From time to time, Seller
may revise the Product Price List by adding or deleting items without
giving prior written notice. Product Changes: Seller reserves the right
to modify or discontinue any LargeFormatSpecialist.com Product without
notice.
PRODUCT & SERVICE ACCEPTANCE:
ALL SALES ARE FINAL - The
sole criteria by which goods or equipment shall be evaluated for
WARRANTY or Acceptance and Payment shall be Seller's published
specifications in force as of the date of sale. No other criteria or
standards are acceptable.
PURCHASE ORDERS AND ACCEPTANCE:
All
orders for product shall be submitted on separate purchase orders,
specifying: a) A requested shipping date normally within thirty (30)
days of ordering b) Destination and desired method of shipment c) The
quantity per order.
ORDERS ENTERED WILL BE SUBJECT TO ACCEPTANCE BY SELLER BEFORE A FIRM SHIPPING DATE CAN BE PROVIDED.
SHIPPING & DELIVERY:
We
make every effort to ship your order as quickly as possible. The items
will ship according to your choice of shipment methods. Items ordered
together are not necessarily shipped together.
RESCHEDULING:
Product
shipments scheduled pursuant to purchase orders under this agreement
may be rescheduled once by the Purchaser, for not more than 30 days
delay, with notification in writing. Delays beyond 30 days may result in re-billing or liability for RESTOCKING CHARGES.
DELIVERY DELAYS:
Seller
shall use reasonable efforts to meet the delivery schedule requested
in Purchaser's Order. Purchaser agrees that Seller shall not be held
liable for any losses incurred as a result of delays in meeting the
requested delivery schedule. Since Seller will be subject to occasional
delays due to causes beyond its reasonable control, for any equipment
not shipped within six (6) months after Purchaser's requested delivery,
Seller may, at Seller's option, declare the order for such equipment to
be null and void and shall not be liable for any loss of damage
arising there from.
RETURN GOODS AUTHORIZATION:
ALL SALES ARE FINAL. Goods
or equipment may not be returned to Seller.
ORDER CANCELLATION:
A 3% fee will apply to all canceled orders.
SECURITY INTEREST:
To
secure payment of the price, Purchaser hereby grants to the Seller,
and Seller reserves, a security interest in the goods and equipment and
in any and all leases and purchase contracts for the goods and
equipment entered into between Purchaser and its customers, and in any
and all proceeds to Purchaser for the goods and equipment. A copy of
this Agreement may be filed with appropriate state and local
authorities at any time after signature by Purchaser as a financing
statement in order to perfect Seller's security interest. Purchaser
shall also execute from time to time any financing statements or other
documents and do such acts considered by Seller to be necessary or
desirable to perfect or protect the security interests created hereby.
SEVER-ABILITY:
In
the event that any clause hereunder shall be found to be
unenforceable, it shall be severed, leaving the balance of the terms in
force.
SUCCESSORS AND ASSIGNS:
The
rights and obligations of the parties hereunder shall be to the
benefit of, and be binding and enforceable upon, their respective
successors, assigns and transfers. However, this Agreement shall not be
assigned, sold, transferred, or hypothetical without the prior written
consent of the Seller.
TAXES:
Prices
and charges are exclusive of all city, state and federal excise taxes,
including, without limitation, taxes on manufacture, sales, receipts,
gross income, occupations, use and similar taxes. Whenever applicable,
any tax or taxes will be added as separate charge to be paid by
purchaser.
TITLE:
Title to all goods and
equipment delivered here-under shall remain in Seller under the terms
of the SECURITY INTEREST clause, until the full purchase price,
including any outstanding interest, is paid, and Purchaser shall be
liable for any damage to the goods and equipment until title passes.