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 Terms and Conditions of Sale

CAROLINA DOOR CONTROLS, INC.

Terms and Conditions of Sale

 

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.  THERE IS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT APPLY TO CAROLINA DOOR CONTROL'S SALE OF GOODS, SERVICES AND MATERIALS (the "PRODUCTS").
 
The following terms and conditions (the “Terms”) are incorporated by reference into all written Carolina Door Controls, Inc. (“Seller”) sales orders as if expressly set forth therein.  By accepting Seller’s Sales Order, you are indicating your acceptance of the following Terms.  Seller reserves the right to make changes to this website and these Terms at any time so please check the website periodically.

1.  ACCEPTANCE:  Seller recognizes that Buyer may desire to utilize its own form of acknowledgment or acceptance of this order.  However, the use of any such form shall be for convenience only.  No modification of the Terms shall be effected by the acknowledgment or acceptance of purchase order, shipping instruction forms, bills of lading or any other document containing terms or conditions at variance with or in addition to those set forth herein, all such varying or additional terms being hereby objected to and rejected by Seller and deemed to be waived by Buyer.   BY ORDERING ANY PRODUCT UNDER THIS CONTRACT BUYER AGREES TO ALL THE TERMS CONTAINED HEREIN.
2.  AGREEMENT:  The Terms set forth herein and in Seller’s invoice are the complete and exclusive statement of the parties’ contract and supersedes any prior or contemporaneous proposal, representation, negotiation or other communication, including any provision in requests for proposals, quotations, bids, purchase orders and similar documents.  No modification or waiver of any of these Terms shall be of any force or effect unless made in writing and signed by the party claimed to be bound thereby.
3.  PRICE – PAYMENT:
(a)  Seller’s prices, discounts, payments, terms and transportation terms as set forth in Seller’s invoice shall apply.  All prices are subject to change without notice and are not guaranteed.

(b)  Seller shall have the continuing right to approve buyer’s credit.  Seller may at any time demand advance payment, satisfactory security or a guarantee of prompt payment and if such is refused, seller may terminate this agreement, refuse to deliver any undelivered goods and buyer shall immediately become liable to seller for the unpaid price of all goods delivered and for damages.

(c)  Prices are subject to increase for the inclusion of any and all taxes which are applicable to and which arise from the sale, delivery or use of Seller’s product or services and for the collection of which Seller is or may be responsible to any Government Authority, unless authorized exemption certificates are furnished by Buyer.

(d)  Buyer agrees to pay a service charge of one and one-half percent (1-1/2%) per month, commencing thirty (30) days following invoice.  Buyer’s payments on overdue invoices shall be applied first against accrued service charges. Buyer agrees to pay all of Seller’s costs of collection of overdue invoices, including reasonable attorney’s fees.

e)  Any increase in any tax or governmental charge (or newly enacted tax or governmental charge) which becomes effective after the date hereof and which increases the cost to Seller of producing, selling, or delivering the material or of procuring materials used therein, may, at Seller’s option, be added to the price herein specified.

4.  DELIVERY:  Upon tender of goods to the carrier at the f.o.b. point, all risk of loss or damage and all incidents of ownership pass to Buyer.

 

5.  LIMITED WARRANTY:  

(a)  Seller warrants that all goods manufactured by Seller and all services provided by Seller hereunder will be free from defects in workmanship and materials for 12 months from the date of Delivery to the carrier, unless sold as “With All Faults”, “Shop”, “As Is”, “As They Stand” or other similar designation.  THIS COMPRISES SELLER’S SOLE AND EXCLUSIVE WARRANTY AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE CONCERNING THE PRODUCTS, AND ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR INTENDED PURPOSE, ARE HEREBY DISCLAIMED AND EXPRESSLY EXCLUDED.  SELLER DOES NOT WARRANT AGAINST UNITED STATES PATENT INFRINGEMENT BY WAY OF THE USE OF PRODUCTS IN COMBINATION WITH OTHER PRODUCTS. 

(b)  FOR ALL PRODUCTS MANUFACTURED BY THIRD PARTIES AND SOLD BY SELLER HEREUNDER, BUYER SHALL BE ENTITLED TO THE WARRANTY PROVIDED BY THE MANUFACTURER OF SUCH PRODUCT AND SELLER MAKES NO WARRANTY, WRITTEN OR ORAL, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE CONCERNING THE PRODUCTS, AND ALL WARRANTIES INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR INTENDED PURPOSES ARE HEREBY DISCLAIMED AND EXPRESSLY EXCLUDED. 


(c)  None of the warranties set forth herein shall extend to any Products or parts thereof that have been subjected to improper installation, lack of, or improper, maintenance, improper storage, shipping and handling, ordinary wear and tear, misuse, neglect, accident, unauthorized service, use of unauthorized parts, or performance of repairs, modifications or attachment to other products outside of Seller’s plant.  These warranties shall neither extend to nor cover any labor charges for replacement of Products or parts, adjustments, or repairs, or any other work, which costs shall be the sole responsibility of Buyer.
 

(d)  Any representations, warranties or promises inconsistent with, or in addition to, the warranties contained herein are unauthorized and shall not be binding upon Seller.  Because Seller has no control over the conditions under which its Products are used, Seller specifically does not warrant the adequacy or sufficiency of any advice or recommendations given to Buyer.  Nor does Seller warrant that every Product complies with every code, standard or regulation in every community except as specifically stated in a published Seller catalog or in writing signed by an officer of Seller.
 

(e)  Products repaired or replaced under the warranty are warranted only through the remainder of the original warranty period.
 

6.  REMEDY:  Buyer’s sole and exclusive remedy against Seller for any claim, whether in contract, tort or otherwise, arising out of, or resulting from the purchase of the Products shall be limited to the repair or replacement of any Product, or part thereof, which is proved to be other than as warranted, or to the issuance of a credit in an amount not to exceed the cost of the repair or replacement.  Seller shall have the sole right to determine whether such Product or part shall be repaired or replaced or whether credit shall be issued.  No allowance shall be made for any labor charges for replacement or parts, adjustments or repairs, or any other work.  This exclusive remedy shall not be deemed to have failed its essential purpose so long as Seller is willing and able to repair or replace the defective parts, and in all events, Seller’s liability to Buyer for any loss or damages shall be limited to the purchase price of the Product.
 

7.  CLAIMS:  Claims for shortages, defects and nonconforming Products must be made by Buyer in writing within seven days of receipt of the Products and shall state with particularity all material facts concerning the claim then known to Buyer.  In the event of any such complaint, Buyer shall hold the Products which are the subject of the complaint  intact and duly protected for a period of sixty (60) days for inspection by Seller or its authorized agent.  If any credit is allowed by Seller for shortages, defects, or nonconforming Products, the Products must be retained intact and duly protected by Buyer and Seller shall have sixty (60) days from the date such claim is allowed to dispose of such Products.  Buyer shall in no event return any Products to Seller unless expressly authorized to do so in writing by Seller.

8.  LIMITATIONS ON ACTIONS AND LIABILITY:  The statute of limitations application to all claims arising under this Agreement or otherwise shall be 180 days from the date the claim accrues.  SELLER SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY RESULTING FROM DELAY IN DELIVERY OR INSTALLATION OF THE PRODUCTS OR FOR ANY FAILURE TO PERFORM WHICH IS DUE TO CIRCUMSTANCES BEYOND ITS CONTROL.  THE MAXIMUM LIABILITY, IF ANY, OF SELLER FOR ALL DAMAGES, INCLUDING WITHOUT LIMITATION CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM SELLER’S BREACH OF THIS AGREEMENT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, WITH RESPECT TO THE PRODUCT(S), OR ANY SERVICES IN CONNECTION WITH THE PRODUCT(S), IS LIMITED TO AN AMOUNT NOT TO EXCEED THE PURCHASE PRICE OF THE PRODUCT(S).  IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST REVENUES AND PROFITS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE RIGHT TO RECOVER DAMAGES WITHIN THE LIMITATIONS SPECIFIED IS BUYER’S EXCLUSIVE ALTERNATIVE REMEDY IN THE EVENT THAT ANY OTHER CONTRACTUAL REMEDY FAILS ITS ESSENTIAL PURPOSE.
 

9.  FORCE MAJEURE:  Seller shall not be liable for any damages resulting from any delay or failure of performance arising from any cause not reasonably within Seller’s control; accidents to, breakdowns or mechanical failure of machinery or equipment, however cause; strikes or other labor troubles; shortage of labor; transportation, raw materials, energy sources or failure of usual means of supply; fire; flood; war, declared or local governments or any of their subdivisions, bureaus or agencies.  Seller may, at its option, cancel this Agreement, or delay performance hereunder for any period reasonably necessary due to any of the foregoing, during which time this Agreement shall remain in full force and effect, shall have the further right to then allocate its available goods in such manner as Seller shall determine.
 

10.  WAIVER, MISTAKE:  The waiver by either party of any provision herein or any breach thereof shall not constitute a waiver of any subsequent breach thereof, nor of any other provision, or multiply the effectiveness of such provision.  Seller may correct any errors on this acknowledgement or on any invoice, or on its published catalogs or price sheets, and such correction shall operate to amend this Agreement.
 

11.  BUYER’S RECEIPT OF GOODS WHILE INSOLVENT:  In the event that Buyer receives any goods from Seller while Buyer is insolvent (as such term is used in Section 2-702 of the Uniform Commercial Code), this writing shall constitute Seller’s demand for reclamation of such goods.

12.   ENFORCEMENT OF OBLIGATIONS VENUE:  Buyer agrees to pay all Seller’s costs and expenses, including reasonable attorneys’ fees, expended or incurred (whether or not in connection with judicial proceedings by Seller in enforcement of this Agreement, or in defense of any claims asserted by Buyer arising out of any goods purchased by Buyer from Seller.  Buyer consents to the in personam jurisdiction of any state or federal court located in Philadelphia County, Pennsylvania.  Buyer agrees that services of process may be made by mailing a copy of the summons and complaint to Buyer at its address set forth in Seller’s records.

13.  CHOICE OF LAW:  The parties agree to exclude the application of the U.N. Convention on Contracts for the International Sales of Goods, 1980. The parties further agree that this contract shall be governed by the domestic law of the Commonwealth of Pennsylvania.  Any dispute arising under this contract shall be resolved in the state or federal courts of he Commonwealth of Pennsylvania.

14.  SECURITY INTEREST:  Seller retains a purchase money security interest under the Uniform Commercial Code in the products until payment in full has been made. In the event of default by Buyer under this Agreement Seller shall have all the rights and remedies of a secured creditor under the Uniform Commercial Code.  Buyer agrees to execute such financing statements and other documents as Seller may request in order to perfect Seller’s security interest.
 

15  MISCELLANEOUS:

(a)  Risk of loss and damage to all elements of the Product(s) installed and/or stored at the Buyer’s site shall be the sole risk of Buyer.

(b)  In the event that Buyer, its agents, employees, successors and assigns tampers with, misuses, removes any parts, or add any parts or equipment, Buyer agrees to indemnify, save and hold harmless Seller, its agents, employees, successors and assigns, from any and all liability, damages, or losses, including reasonable attorney’s fees, arising out of, or incidental to, the aforementioned conduct.  This indemnification and release of Seller shall continue in full force and effect herein notwithstanding anything to the contrary contained in this Agreement.

(c)  Buyer cannot assign, transfer or convey any of its rights, duties, or liabilities provided for in this Agreement without the prior written approval of Seller, which approval shall not be unreasonably withheld and any attempted assignment without the consent of  Seller shall be void ab initio. 

(d) The validity or unenforceability of any provision in the Agreement shall not affect the validity or unenforceability of the other provisions, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted.

(e)  Prices are subject to increase for the inclusion of any and all taxes which are applicable to and which arise from the sale, delivery or use of Seller’s product or services and for the collection of which Seller is or may be responsible to any Government Authority, unless authorized exemption certificates are furnished by Buyer.