Conditions of Sale
Centro, Inc., as seller, hereby expressly disclaims and purchaser expressly waives all warranties, either express or implied, including any implied warranty of merchantability of fitness for a particular purpose, and Centro, Inc. neither assumes nor authorizes any other person to assume for it any liability in connection with the sale of the goods specified applicable to such goods. It is expressly understood and agreed that Centro, Inc. shall have no liability whatsoever for any incidental or consequential damages as applicable by law.
WARRANTY (a) PRODUCTS, OR COMPONENTS THEREOF, SUPPLIED BY ANY OTHER PARTY TO Centro Inc. ARE COVERED ONLY BY THE INDIVIDUAL WARRANTY OF SUCH OTHER PARTY AND COPIES OF SUCH WARRANTIES WILL BE FURNISHED UPON REQUEST.
(b) Centro, Inc. will provide assistance in handling such warranty claims but the purchaser will be responsible for shipping products claimed defective to the manufacturer with transportation charges prepaid.
(c) Centro, Inc. is authorized by some manufacturers to handle warranty claims. On these products Centro, Inc. reserves the right to inspect products claimed defective under warranty either at Purchaser's location or at Memphis, Tennessee. A defective product is not to be returned to Centro, Inc.' s distribution centers unless authorized by Centro, Inc. Products so returned shall be returned to Centro, Inc.' s distribution centers, freight prepaid. Any product proving defective in material or workmanship within the warranty of the manufacturer will be replaced or repaired free of charges, F.O.B. Centro, Inc. distribution centers, Memphis, Tennessee. Centro, Inc. assumes no liability for labor charges incidental to the adjustment service, repairing, removal or replacement of the product or other costs, or for the expense of repairs made outside of its factory except when made pursuant to Centro, Inc.' s prior written consent. Centro, Inc. at its option, may ship a replacement or replacements immediately under standard billing and make warranty adjustment after inspection of the defective product by means of credit memorandum.
GENERAL The following terms and conditions, including those on the front of this document, shall constitute the entire Agreement for the purchase and sale of Centro, Inc.'s products. Any acceptance contained herein is made expressly conditional upon the Purchaser's assent to the terms which are different from, in addition to, or vary the terms contained in the Purchaser's purchase order or request for quotations. Such assent shall be deemed to occur upon the failure of the Purchaser to object in writing specifically to such term or terms within 14 days from the receipt hereof. Any terms and conditions contained in the Purchaser's purchase order or request for quotation which are different from, in addition to, or vary from Centro, Inc.' s terms and conditions shall not be binding upon Centro, Inc. and Centro, Inc. hereby objects thereto. Centro’s invoice terms are Net 30, Late Payment: 1 ½% per month service charge. Freight terms are Prepaid & Add, F.O.B Factory.
CHANGES Prior to the date of delivery of any product or products hereunder, the Purchaser shall have the right to make changes in its order provided that Centro, Inc. receives written notice of the desired changes and accepts the same and provided further that the Purchaser accepts the additional charge therefore as determined by Centro, Inc.
Changes which interfere with or alter Centro, Inc.' s delivery schedules will not be acceptable unless the time for performance is extended for such period as deemed necessary by Centro, Inc. Failure of Centro, Inc. to accept a Purchaser's request to change its purchase order shall not be cause for Purchaser's cancellation of its order except upon payment of a cancellation charge to be determined by Centro, Inc.
CANCELLATION (a) Centro, Inc. shall have the absolute right to cancel this Agreement upon breach thereof by the Purchaser, failure by the Purchaser to make any payment required by this Agreement, or the insolvency or bankruptcy of the Purchaser.
(b) A purchase order or any part thereof which is hereby accepted by Centro, Inc. may not be cancelled unless and until Centro, Inc. receives written notice of the cancellation, has determined the additional charge to be made and the same has been accepted and paid by the Purchaser. Upon request of a notice of cancellation, Centro, Inc. shall be entitled to take whatever action deems necessary and advisable to minimize cancellation charges.
DELAYS Centro, Inc. shall not be liable for damages for delays in performance due to circumstances beyond its reasonable control, including without limiting the generality of the foregoing, any priority system established by any agency of the United States Government, fires, floods, storms, and other acts of God, accidents, strikes, insurrection, war, shortage of materials, lack of transportation and failure of performance of subcontractors and/or suppliers for similar reasons. Failure of Centro, Inc. to perform for these reasons aforesaid shall not be grounds for Purchaser's cancellation of its order but the delivery date shall be extended accordingly.
LIMITATION OF LIABILITY No claim made, hereunder by the Purchaser, whether as to goods delivered or for non-delivery shall be greater than the purchase price of the goods in respect of which such claim is made, and Centro, Inc. shall under no circumstances be liable for consequential damages.
MISCELLANEOUS (a) This Agreement may not be assigned or otherwise transferred by Purchaser without the prior written consent of Centro, Inc. and any such assignment or transfer without such prior written consent shall be null and void and of no force or effect whatsoever.
(b) Centro, Inc.' s failure to insist, in any instance, upon the performance of any term or terms of the Agreement shall not be constructed as a waiver or relinquishment of its right to such performance or the future performance of such term or terms and Purchaser's obligation with respect thereto shall continue in full force and effect.
(c) Any notice or other communication required or permitted hereunder shall be sufficiently given if sent in writing by registered or certified mail, postage prepaid, to the other party thereto at its respective address first above written. Any such notice shall be deemed to have been received on the third business day following such mailing. Either party hereto may change its address for notice purpose by written notice to the other party.
(d) The paragraph headings in this Agreement are used for convenience only. They form no part of this Agreement and are in no way intended to alter of affect the meaning of the Agreement.
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