STANDARD TERMS AND CONDITIONS OF SALE
“Seller” means Specialized Sales Corporation, the entity providing Products or performing Services to the Buyer.
“Buyer” means you, the entity who has submitted a purchase order to the Seller who is providing Products or Services.
“Products” means the equipment, parts, materials, supplies, software, and other good Seller has agreed to supply Buyer under the contract.
“Services” means the services Seller has agreed to perform for Buyer under the contract.
“Contract” means either the contract agreement signed by both parties, or the purchase order signed by Buyer and accepted by Seller in writing, for the sale of Products or Services, together with these Sale Terms & Conditions, Seller’s final quotation, the agreed scope(s) or work, and Seller’s order acknowledgement. In the event of any conflict, the Sale Terms & Conditions shall take precedence over other documents included in the Contract.
“Sale Terms & Conditions” means these terms and conditions for the sale of products and services, including any modifications or additional provisions specifically stated in Seller’s final quotation or specifically agreed upon by Seller in writing.
SALE TERMS & CONDITIONS: Sale of any Products or Services via phone, electronic, paper or any other form of transmission is expressly conditioned on Buyer’s assent to these Sale Terms & Conditions. Any order to perform work and Seller’s performance of work shall constitute Buyer’s assent to these Terms & Conditions. Any acceptance of Seller’s offer is expressly limited to acceptance of these Sale Terms & Conditions and Seller expressly objects to any additional or different terms proposed by Buyer. If Buyer does not agree with these terms, please call a Customer Service representative to express the objection.
PAYMENT: Buyer shall pay Seller for the Products and Services by paying all invoiced amounts in U.S. dollars. Payment is due within 30 days from the invoice date or in accordance with the terms on the invoice. Unless otherwise specified in the quotation, Seller’s quotation shall expire 30 days from its date and may be modified or withdrawn by Seller before receipt of Buyer’s conforming acceptance. Buyer agrees to reimburse Seller any and all costs of collection, including legal fees, should Buyer fail to pay Seller in a timely manner. Failure to make payment by Buyer in accordance to the subject invoice terms and the terms of this agreement may result in Seller ceasing to provide Products and Services to the Buyer.
DELIVERY: Unless otherwise stated, all shipments are FOB Santa Ana, CA or Cherry Hill, NJ. Seller will use commercially reasonable efforts to deliver the items ordered in the time requested. Buyer shall acknowledge all quoted delivery dates are estimates and Seller cannot guarantee delivery on a specific date. Seller may deliver Products in advance of the delivery date. Buyer shall pay all delivery cost and charges. Seller will use commercially reasonable efforts to fulfill the quantity requested by the Buyer but the Buyer agrees that variation of ± 10% in quantity is acceptable. Title and risk of loss shall pass to Buyer upon transfer to a commercial transportation carrier, except for export shipments from the U.S., risk of loss shall transfer to Buyer upon title passage. For shipments from U.S. to another country, title shall pass to Buyer immediately after each item departs from the territorial land, seas and overlying airspace of the U.S.
LIMITED WARRANTY: Products and Services sold by Seller to Buyer conform to the specifications as set forth in the respective certification delivered to the Buyer. The Buyer shall inspect all Products and Services promptly after Buyer receives them from Seller. The claim for limited warranty expires three months from the date of delivery from the Buyer to the Seller. In the event of defects, damages or shortages, the Seller at its discretion, may either carry out rectification via refund of purchase price or the supply a replacement. Buyer shall not return any Products or Services without written consent by Seller, including but not limited to Products or Services that have been cut, stamped or fabricated and therefore not in the original condition supplied by the Seller. This limited warranty is only given to the original Buyer and does not extend to any subsequent purchaser or transferee of the Seller’s Products or Services. This limited warranty is in lieu of all other warranties, conditions and guarantees whether written, oral, implied or statutory.
LIMITATIONS OF LIABILITY: The warranties and remedies are conditioned upon proper storage, installation, use, operation, and maintenance of Products. Seller shall not be liable for loss of profit or revenues, loss of use of equipment or systems, interruption of business, cost of replacement power, cost of capital, downtown cost, increased operating cost, any special, consequential, incidental, indirect, or punitive damages, or claims of Buyer’s customers for any of the foregoing types of damages.
FORCE MAJEURE: The delivery period shall be appropriately extended in the case of acts of God and other causes beyond Seller’s control such as e.g. industrial disputes, in particular strikes and lockouts, fire, flood, raw material shortages, official injunctions or other impediments for which Seller is not responsible
GOVERNING LAW: This Contract shall be governed by and construed in accordance with the laws of the State of California. The United States Convention of the International Seal of Goods will not apply. Any disputes arising between the Buyer and the Seller shall be resolved in the state courts of California.
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS: Upon request, Seller shall provide Buyer with any Material Safety Data Sheets (MSDS) corresponding with the contractually supplied Products or Services. Regarding any hazardous materials listed in the MSDS, Buyer shall take the necessary precautions to ensure a safe working environment and properly manage and/or dispose of any waste resulting from the Buyer’s use of the purchased materials in accordance with applicable laws and regulations. Buyer agrees to dispose of waste and/or packaging as required by any applicable recycling laws.
TECHNICAL SUPPORT: Buyer shall not make any claim based on Seller’s technical advice, statements, data, services, recommendations or website. It is up to the Buyer to research and form an independent conclusion to determine if a Product or Service is suitable for the intended application. Buyer is responsible to design, process, test and label any Product purchased from Seller.
TERMINATION AND SUSPENSION: The Buyer may terminate the Contract for cause if Seller becomes insolvent/bankrupt, or commits a material breach of the Contract which does not otherwise have a specified contractual remedy, provided that; Buyer shall first provide Seller with detailed written notice of the breach and of Buyer’s intention to terminate the Contract, and Seller shall have failed, within 30 days after receipt of the notice, to commence and diligently pursue cure of the beach. Seller may suspend or terminate the Contract immediately for cause if Buyer becomes insolvent/bankrupt, or materially breaches the Contract, including, but not limited to, failure or delay in Buyer providing Payment Security, making any payment when due, or fulfilling any payment conditions. If the Contract is terminated for any reason other than Seller’s default, Buyer shall pay Seller for all Products completed and Services performed before the effective date of the termination, plus expenses reasonably incurred by Seller in connection with the termination.