1. Terms: Customers may submit orders to All Seasons electronically or in writing at prices quoted by All Seasons. All Seasons may accept or reject any order. All Sales by All Seasons to Customer are subject to the terms and conditions set forth on both sides of this form. A binding contract will arise only when All Seasons confirms the customer’s order or begins execution of the customer’s order, as price quotations or other communications from All Seasons do not constitute offers. No terms contained in any purchase order or other document submitted by Customer will vary or amend the provisions of this form. No All Seasons employee has the authority to change the terms of this agreement or to provide special discounts or rebates without specific written authorization form a corporate officer addressed to Customer.
2. Delivery and Quantity: Information about delivery periods is indicative and non-binding unless a written confirmation from All Seasons expressly states the contrary. Partial deliveries are permitted.
3. Payment Terms: Customer will pay for all goods ordered on its behalf and delivered by All Seasons on the terms printed on the invoice or confirmation submitted by All Seasons. All Seasons may establish the credit terms for Customer and may change those terms create or change credit limits or cease extending credit from time to time in its sole discretion. Customer will pay all cost for: special packing, shipping or other handling requested by Customer and agreed to by All Seasons, extra charges of carriers for All Seasons delays in unloading trucks or containers and other special costs incurred by All Seasons as a result of special actions or requested by All Seasons.
4. Late Payments: Con sequences and Cost of Enforcement: If the Customer fails to make a payment with due, this constitutes a fundamental breach of contract and all amounts outstanding to All Seasons will become due immediately. All Seasons will cancel any pending order and Customer will pay interest on all amount outstanding to All Seasons at a rate equal to the lesser of 1 ½ % per month or the highest rate permitted by applicable lay, all without prejudice to any other rights All Seasons may have, including any rights to claim actual damages. Customer will pay all cost of collection of any amounts due to All Seasons and all cost of collection, including court costs reasonable fees and charges of attorney and their firms (or in-house counsel) and other expenses.
5. Risk of Loss: The risk of lost of all goods purchased by Customer passes to Customers as follows: if the goods are picked up by the Customer or shipped by carrier arranged by Customer, risk of loss passes when the goods loaded on the truck at All Seasons’ facility; if All Seasons arranges shipping, risk of loss passes when the goods are available for unloading at Customer’s location.
6. Limits on Warranties and Damages: All Seasons warrants that the goods will be as described on the written order confirmation or, if there is no written order confirmation, on the invoice ) subject to tolerances and variations consistent with usages of the trade and with factory practices concerning dimensions, tolerances and variations consistent with practical testing and inspection methods. For certain fabricated products All Seasons may provide additional warranties on preprinted forms provided to the Customers. There are no other warranties, express or implied; there are no warranties of fitness for any particular purpose and no warranties of merchantability. No All Seasons employee has authority to change All Seasons warranties without specific written authorization from a corporate officer addressed to Customer.
All Seasons shall have no liability for defects, whether hidden or apparent, resulting from the improper use, installation, processing or treatment of the goods. The Customer shall be liable for any loss resulting from any failure to apply all professional standards, customary instructions and written instruction from All Season, if any in relation to the goods.
All Season will not be liable for damage caused to third party, or for consequential or indirect loss. All Seasons’ sole liability under warranty or contact, or on any other basis, is limited to either replacement of the product or a refund of the purchase price at All Seasons’ sole option; All Season will not be liable for labor cost or for consequential damages under any circumstances.
7. Deadlines for Inspection and Claims: Customers will check each delivery from All Seasons, and will notify All Season of, and will note in writing on the bill of lading any discrepancies between the delivery and the bill of lading (including breakage and damage goods) and will sign the note and have the driver sign the note before the driver leaves Customer’s premises; otherwise All Seasons will not give credit for any discrepancies. Customer will inspect all goods purchase by the end of the seventh business day after the day of delivery and in any event before Customer processes the goods. Customer will retain goods damaged in transit and defective goods for inspection by All Seasons for two weeks after notifying All Seasons of the damage or defect or longer if so requested by All Seasons and will return such goods to All Seasons at All Seasons request and expense. All Seasons will have no liability whatsoever for any defective or non- conformity that is not notified or if the relevant goods are not made available for inspection, in the manner required by this paragraph.
8. Waiver and Unforeseen Events(Force Majeure): No waiver by either party of a default will not be considered a continuing waiver, but applies only to the specific occurrence identified in the waiver. All Seasons will not be responsible for delays or other failure to perform caused by riots, wars, strikes, natural disasters, acts of God or other caused beyond All Seasons’ control.
9. Bankruptcy: If the Customer becomes insolvent, files a voluntary bankruptcy proceeding or has an involuntary bankruptcy petition files against it without obtaining discharge of that petition within 75 days or has a receiver appointed over all or any of its assets, then All Seasons will have the right to terminate all order and contracts by notifying the Customer to that effect, without prejudice to All Seasons’ right to payment of the price of delivered goods and any damages All Seasons might suffer.
10. Miscellaneous: Customer will pay all sales, use, tariffs and duties, due with respect to sales by All Seasons. Customers may not assign any other or contract without All Seasons’ written consent.
When purchasing products from All Seasons – the customer agrees to all of the provision on both sides and represents and warrants to All Seasons that it has reviewed this entire form (including the disclaimer of warranties on paragraph 6) that all the information provided by customer on this form is correct and complete and that this agreement is duly authorized by customer.