1. INTRODUCTION: The terms of the agreement for the sale of goods between Mighty Hook (“Seller”) and Buyer are expressly limited to the terms and conditions set forth below. Seller hereby gives notification of objection to any additional or different terms that Buyer has or may propose.
2. PRICING AND APPLICABLE FEES: Prices listed on quotation forms are subject to change without notice. All sales are F.O.B. Chicago. All taxes, excises, fees and other charges imposed by any governmental authority upon the manufacture, sale, or transportation of the goods sold hereunder, or upon any feature of this transaction, shall be paid by the Buyer, or if required to be paid by the Seller shall be reimbursed to Seller by Buyer, and any increases after acceptance of order will be added to Seller’s prices. Buyer will pay for any and all additional expense incurred by Seller as a result of Buyer’s changing specifications or requirements after the date the order was acknowledged by Seller.
3. PAYMENT: Buyer must pay for all internet purchases with Visa, Mastercard
or American Express credit cards. All payments must be made in U.S. funds.
4. DISCLAIMER OF WARRANTIES: THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE OF HEREOF INCLUDING BUT NOT LIMITED TO WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5. LIMITATION OF BUYER’S REMEDIES AND LIMITATION OF DAMAGES: Buyer’s remedy for: Seller’s failure to make delivery, Seller’s repudiation, or Buyer’s rightful rejection or justifiable revocation of acceptance due to non-conforming goods, is limited to return of the goods on the face hereto and repayment of the price already paid or to repair and replacement of non-conforming goods or parts. IN NO EVENT SHALL SELLER BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES.
6. DELIVERY: Tender of Delivery is at Seller’s facility. DELIVERY DATES ARE APPROXIMATE. SELLER IS NOT LIABLE FOR DAMAGES GROWING OUT OF OR DUE TO ANY DELAY OF DELIVERY. In addition, Seller shall not be liable for delay or failure of delivery caused by acts of God, fire or other casualties, accident, labor trouble or shortage, governmental action or regulations, inability to obtain or delay in obtaining material, equipment or transportation, or any other similar causes beyond its control.
7. NOTICE OF NON-CONFORMITY AND SHORTAGES: Buyer must give notice to Seller within 30 days of receipt of shipment of any non-conformity or shortages of the goods or parts on the face hereto.
8. RETURNS: Goods cannot be returned for credit, exchange or refund without Seller’s written permission in advance and without issuance of a Return Authorization number. The Return Authorization number must appear on all packages of authorized returns. Only stock or standard items are returnable. Custom, non-stocked or special sizes are not returnable. Returned items must be unused and unaltered and must be received by Seller within 15 days of Buyer’s receipt of Seller’s invoice (mailbox rule applies). Buyer agrees to pay 10% stocking fee and all freight costs for items ordered in error and returned by Buyer.
9. RISK OF LOSS: Risk of loss to Buyer's goods remains with Buyer at all times.
10. CANCELLATION OR SUSPENSION BY SELLER: If, in the exclusive judgment of the Seller, the financial condition of Buyer at any time does not justify commencement or continuance of manufacture of Buyer’s goods or shipment on terms specified herein, Seller, in addition to all other remedies it may have, may make written demand for full or partial payment in advance, may suspend performance until such payment is made, and, if such payment is not received by Seller within ten days after delivery of demand, may terminate its further performance on this contract and may treat the contract as having been repudiated by Buyer.
Seller reserves right to cancel the order in the event that any government price regulation, schedule or ceiling prescribes a price lower than Seller’s price as established in its literature or quotation, or in any way prevents Seller from purchasing or otherwise acquiring any commodity or service necessary to the performance of the order, or in any way prevents Seller from adjusting its prices when the cost of any such commodity or service has increased.
11. CANCELLATION BY BUYER: No orders can be canceled by Buyer except with Seller's written permission. If Seller consents to cancellation then Seller, (a) shall as soon as practicable cease work and the placing of all orders for material in connection with the performance of Buyer’s order and (b) shall so far as possible and as soon as practicable, cancel all then existing orders for materials to be used in connection with Buyer's order.
In consideration of Seller's allowing cancellation of Buyer's order, Buyer specifically agrees pay to Seller the following: (a) the purchase price for the all Buyer’s goods completed when Seller shall have ceased work under Buyer’s order; (b) all costs, expenditures and commitments made or incurred by Seller in connection with the uncompleted portion of Buyer's order including expenditures made by Seller in settling or discharging that portion of its outstanding obligations or commitments which it had made with respect to the uncompleted portion of Buyer’s order, and (c) a profit on the uncompelled portion of Buyer’s order to be computed as follows:
Estimated profit which Seller would have realized on the uncompleted portion of Buyer's orders, if the order had been completed and labor and material costs prevailing at the date of cancellation had remained in effect, multiplied by the estimated percentage of completion of the uncompleted portion of Buyer’s order. The result is the amount Buyer is to pay Seller as a proportionate part of its profit provided above.
Buyer shall furthermore reimburse Seller for expenditures made and costs incurred after the date of cancellation for the protection of the Buyer’s property and for such expenditures and costs as may be necessary in connection with settlement of Buyer’s order. The sum of all amounts previously payable under Buyer’s order shall not exceed the purchase price of all goods ordered by Buyer plus all amounts payable to Seller under the provisions of the preceding sentence.
12. TOOLS, DIES, ETC.: Notwithstanding any charges or amortization for any tools, dies, fixtures or similar items in connection herewith, all such items shall remain the property of the Seller.
13. TERMS AND MODIFICATIONS: The terms and condition on this form constitute the complete and exclusive statement of all terms and agreements between Seller and Buyer. No representations of any kind, including without implied limitation oral or other representations by agents or employees of Seller, will be binding on Seller unless they are set forth herein, nor shall Seller be bound by any representation made herein except to Buyer. No subsequent agreement or understanding in any way altering these terms and conditions shall be binding upon Seller unless made in writing and signed by an authorized officer of the Seller.
14. WAIVER: Waiver by Seller of any one of the provisions of this agreement does not affect the validity and enforcement of any other provision under this agreement.
15. GOVERNING LAW: The validity, construction and interpretation of all documents relating to this sale, and the rights and duties of the Seller and Buyer shall be governed by the laws of Illinois.