Terms and Conditions will be binding under Sales Agreement confirmed by “Order Acknowledgement” between Willow Tex, LLC (“Seller”) and the other party referred to as (“Buyer’) are as follows:
WARRANTY: Seller warrants that the goods will conform to Seller’s specification and warrants material under “normal use and service” as explained in Seller’s Warranty Policy.
DISCLAIMER OF FURTHER WARRANTIES: Except as set forth in the Sellers Warranty Policy, there is NO ADDITIONAL WARRANTY representation or condition of any kind, expressed or implied (including no warranty of merchantability of fitness of the goods for any use contemplated by Buyer) concerning the goods and none shall be impelled by law.
LIMITATION OF LIABILITY AND REMEDIES: Seller shall not be liable and Buyer waives all claims against Seller for delay in delivery to loss, damage, or injury incurred in relation to Buyer’s specified carrier. After delivery to any carrier at shipping point, Buyer assumes all risk of loss and liability relating to the goods and Seller will not be liable to Buyer for any loss, damage or injury to person or property resulting from the handing, storage, transportation, resale, or use of the goods in manufacturing processes, or in combination with other substances, or otherwise.
CLAIMS: If Buyer shall fail to inform Seller in writing within 14 days after tender of delivery to or receipt by Buyer of any shipment and BEFORE any part of goods (except for reasonable test and inspection quantities) has been changed from its original condition, that any of the goods are defective or short in any respect, Buyer shall have waivered rights or claims against Seller. No Returns, Exchanges or Credits will be allowed if material has been cut or damaged. Seller must present Willow Tex with a written request with explanation for Return. If approved under Willow Tex Warranty Policy, a Return Authorization # will be issued for the return. Seller’s invoice weight, volumes, sizes and tares established in good faith shall govern unless proved erroneous.
FORCE MAJEURE: Neither party shall be liable for non-performance of the agreement or delay in delivery performance due wholly or partly to any unusual cause, or act of God, either not wholly nor exclusively in its control or which it could not with reasonable diligence have avoided. Any such unusual act rendering impossible or impractical production or delivery of goods, either party so affected, shall have the right to suspend or revise the agreement of sale.
PRICE: Pricing quotes can be issued and are valid for 30 days. Due to changing costs of raw materials, it may be deemed necessary for Seller to change published or quoted pricing. Buyer will be notified of the new pricing at the time of the receipt of Purchase Order. Purchase Orders received will be confirmed or revised by Willow Tex Order Acknowledgement. Order Acknowledgement shall prevail as the Final “Agreement” above any submitted Purchase Orders or Terms presented by Buyer or Quotes previously presented by Seller. Buyer must advise in writing within 24 hours with any rejection to the “Agreement.”
PAYMENT: Orders will be prepaid unless Buyer has been credit approved under a terms agreement. A six month on time payment history is required prior to being approved for Terms. Established terms shall be decided at Seller’s sole discretion. If the financial capacity of Buyer becomes unsatisfactory to the Seller in its discretion or Buyer is in default to Seller under any contract, Seller may require payment prepaid before shipment of goods. Credit terms may otherwise be changed by Seller based on payment history.
OVERAGE ALLOWANCE: For made to order items the Seller will be allowed an over/under shipment allowance. (Orders 0-1000 yds +/-10% allowance) (Orders above 1000 yds +/- 5% allowance).
MISCELLANEOUS: The terms and conditions hereof and of any purchase order issued between or pursuant to which these Terms and Conditions apply shall constitute the entire contract. No modification, waiver, or discharge of this contract shall bind Seller unless approved by Seller’s President. If either party assigns this contract (other than to an affiliate) without the prior written consent of the other party, such other party shall have the right to declare this contract void. The validity, performance, construction and effect of this contract shall be governed by North Carolina law without regard to its conflict of law provisions. All technical advice recommendations and services rendered by Seller are intended for use by persons having skill and know-how, at their own risk. Seller assumes no responsibility for results obtained of damages incurred from their use. Buyer indemnifies and holds Seller harmless from and against all damages, costs and expenses resulting from special identification of the goods in accordance with Buyer’s requests. Nothing in this contract is intended to create a partnership, agency, or joint venture. If any provision of this contract is held invalid, unenforceable, or in conflict with any law which governs this contract, the offending provision shall be deleted and the remaining provision shall not be affected thereby.
All purchase orders issued and accepted by Buyer and Seller shall be subject to these Terms and Conditions. In case of conflict between any provision of any purchase order and any of these Terms and Conditions, the provision of these Terms and Conditions shall prevail. Seller may change, modify or amend these Terms and Conditions at any time by attaching such changed, modified or amended Terms and Conditions to revised Order Acknowledgement as contract between the parties. Failure to object within 24 hours in writing to such changed, modified or amended Terms and Conditions shall constitute Buyer’s acceptance of such revised Terms and Conditions.
The rights of Seller and Buyer hereunder are cumulative, and no exercise or enforcement by Seller or Buyer of any right or remedy hereunder shall preclude the exercise or enforcement by Seller or Buyer of any other right or remedy hereunder or to which Seller or Buyer is entitled at law or in equity to enforce.
The parties hereto represent, warrant and agree that all negotiations with respect to these Terms and Conditions and any purchase order issued hereunder or pursuant to which these Terms and Conditions apply were conducted in the State of North Carolina, and that for the purpose of service of process, the parties will be deemed to be transacting business in North Carolina and subject to the jurisdiction thereof. The parties hereby submit to the personal jurisdiction of any state or federal court in the State of North Carolina for the purpose of any suit, action or other legal proceeding arising out these Terms and Conditions and any purchase order issued hereunder or pursuant to which these Terms and Conditions apply. The parties hereto expressly waive any and all objections that they may have as to personal jurisdiction or venue, or both, in any such court.
Buyer and Seller each agrees that it will make, execute and deliver any and all such other instruments and documents and will do and perform any and all such further acts as shall be or become necessary, proper or convenient to carry out or effectuate the respective covenants, promises and undertakings contained in these Terms and Conditions and any purchase order issued hereunder or pursuant to which these Terms and Conditions apply.
These Terms and Conditions and any purchase order issued hereunder or pursuant to which these Terms and Conditions apply shall be final, irrevocable and binding upon, and shall inure to the benefit of, each of Buyer and Seller and its successors and assigns. Buyer and Seller agree that parol or extrinsic evidence shall not be used to vary or contradict these Terms and Conditions and any purchase order issued hereunder or pursuant to which these Terms and Conditions apply and that recourse shall not be had to alleged prior dealings, usage of trade, course of dealing, or course of performance to explain or supplement these Terms and Conditions and any purchase order issued hereunder or pursuant to which these Terms and Conditions apply.