TERMS AND CONDITIONS
- ACCEPTANCE: Orders shall be subject to and effective only upon acceptance in writing by Felicity Visual Solutions, Inc. (hereinafter referred to as Company). This proposal is limited to the quantities and items specifically mentioned therein and the Company assumes no responsibility for furnishing other products or services shown in any plan or specification.
- PRICES: Prices are F.O.B. point of shipment unless otherwise specified in Company’s proposal, as contained herein, and shall remain in effect for a period of thirty (30) days from the date of this proposal. This proposal may be withdrawn at any time prior to acceptance, or may be extended beyond thirty (30) days when confirmed in writing by the Company.
- SHIPMENT: Shipment shall occur upon delivery of the products or materials by the Company to a carrier at Company’s facility. Buyer agrees to furnish complete shipping instructions to Company within a reasonable period of time before the date such shipment is to be made. Company shall not be responsible for any delay in manufacturing or delivery arising out of an act of the public enemy, fire, flood, or any disaster, labor trouble, delay in the supply of materials or parts thereof from ordinary sources, or any cause occurring without fault of the Company. Company shall not be responsible for any damage which shall occur during shipment and no such damage shall relieve Buyer of any obligations hereunder.
In no event shall Company be liable for incidental or consequential damages, or other penalties resulting from any failure to perform, or delays in performing, its obligations under this Agreement, even if Company has been previously informed of the possibility of such damages, unless otherwise agreed in writing at the time of the acceptance of the order by an authorized Company officer. Company assumes no responsibility for delays arising out of the transportation of the products or materials.
Deferred Shipments: If Buyer has failed to provide shipping instructions, the products or materials will be held in storage and storage charges will be levied on the Buyer at the rate of 2% of the invoice value per month. If Buyer has failed to notify Company of inability to accept a shipment, there will be a minimum charge of $50.00 or 1% of the invoice value, whichever is greater. The order will be invoiced on the date the products or materials are placed in storage.
- PAYMENT: Unless otherwise specified in our proposal, payment terms are on presentment of our invoice. Amounts outstanding over thirty days are subject to a surcharge of one and one-half percent (1-1/2%) per month (equivalent to 18% per year) on the outstanding balance. In the event Company is required to utilize the services of an attorney or collection agent to recover any sums due to Company, or defend any claim related to a sale resulting from this proposal, Company shall have the right to recover from Buyer all costs of collection or defense, including but not limited to reasonable attorney’s fees and costs, regardless of whether the matter may be litigated or settled out of court.
- TAXES: Liability for all taxes, licenses, or other fees imposed by any municipal, state or governmental authority upon the production, sale, shipment and/or use of products or services covered by this proposal, and value-added taxes of any kind, shall be assumed and paid for by the Buyer and the Buyer shall indemnify Company against any such liability.
Applicable sales and/or use taxes are NOT included in the proposals and will be billed by Company unless a suitable and valid exemption certificate is furnished by the Buyer at the time of order placement.
- CANCELLATION: Orders may be cancelled by Buyer only with Company’s written consent and upon payment of cancellation charges as determined by Company including costs and expenses incurred by the Company in carrying forward the order to the date of Company’s agreement to terminate.
- FINANCIAL RESPONSIBILITY OF BUYER: If at any time before shipment the financial responsibility of Buyer becomes impaired, or unsatisfactory to Company, cash payment or satisfactory security may be required by Company before shipment, and in the event of bankruptcy or insolvency laws, Company shall be entitled to cancel any order then outstanding and shall receive reimbursement and proper cancellation charges.
- TENDER: In the event of failure or refusal of the Buyer to accept delivery, no physical tender of the products or materials by Company shall be necessary, but written notice of Company’s readiness and willingness to deliver any quantity of the product at any time specified shall be equivalent to physical tender thereof.
COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR USE, AND SELLER FURTHER EXPRESSLY WAIVES AND DISCLAIMS ANY LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
COMPANY MAKES NO WARRANTIES REGARDING PRODUCTS OR MATERIALS MANUFACTURED BY IT OR OTHERS (INCLUDING WITHOUT LIMITATION WARRANTIES AS TO MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE), EITHER EXPRESS OR IMPLIED, EXCEPT AS PROVIDED HEREUNDER.
- ESCALATION: If a shipping date is specified which is more than six months beyond the date of this quotation or Buyer’s order, Company will invoice in accordance with price in effect at the time of shipment, but will not exceed an escalation of fifteen percent (15%) per year over prices in effect at the time of order acceptance.
- ASSIGNMENT: No rights or obligations arising under this contract may be assigned or transferred by the Buyer without the prior written consent of the Company.
- ENTIRE CONTRACT: No acceptance by Company of any order shall be deemed to be an acceptance of any provision of Buyer’s purchase order form. This writing constitutes the entire agreement and understanding between the Buyer and the Company as of the date of acceptance by Company and shall not be modified thereafter in any way except by a writing executed by a person duly authorized by Company to execute the same.
- GOVERNING LAW: This contract is executed in the Commonwealth of Pennsylvania, and shall be governed and construed in all respects pursuant to the laws of the Commonwealth of Pennsylvania without regard to the law of conflicts of laws, and without regard to any rule of interpretation or construction as to which party drafted this Agreement. In the event that suit is required to be brought by Company to enforce any of the terms of this Agreement, Buyer irrevocably consents to the jurisdiction and venue of the Court of Common Pleas of Bucks County, Pennsylvania, or of such other court or jurisdiction in which Company maintains its principal place of business.
COMPANY’S ACCEPTANCE OF BUYER’S ORDER IS EXPRESSLY LIMITED TO ACCEPTANCE OF THE TERMS AND CONDITIONS STATED ABOVE, AND ON THE FACE, WHICH ARE A PART OF THIS ORDER. ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY THE BUYER ARE OBJECTED TO AND ARE HEREBY REJECTED IN THE ABSENCE OF A VALID CHANGE ORDER SIGNED BY COMPANY.