CLASSIC ACCENTS, INC.
GENERAL TERMS AND CONDITIONS APPLICABLE TO ALL SALES
OFFER AND ACCEPTANCE. The sale of products (“Products”) by Classic Accents, Inc. (“Seller”) to you, the “Buyer,” are exclusively governed by the following terms and conditions (this “Contract”). Any quotation or invoice provided by Seller or request for a purchase of the goods or services of the Seller from you, the Buyer is subject to these terms and conditions, which supersede all prior quotations and agreements.
PRICE/TERMS OF PAYMENT. Prices quoted by Seller are valid for ninety (90) days from date of quotation, after which Seller reserves the right to increase any price in the event of increased costs beyond Seller’s reasonable control including, without limitation, energy, labor, and raw material costs, or modifications to the specifications or quantity, of ordered Products. When Buyer issues a purchase order or accepts Products, Buyer accepts these terms. Any additional or different terms or modifications to this agreement proposed by Buyer, whether in a purchase order or otherwise, are expressly rejected by Seller, except for terms related to product prices, quantity, specifications, delivery schedules, and locations that match Seller’s quotation. Order acceptance by Seller is subject to availability of the Products for delivery as covered by each order unless otherwise quoted. Seller’s prices in effect for Products at the time of shipment apply unless otherwise agreed in a writing signed by Buyer and Seller. Except where otherwise prohibited by law, all applicable sales, excise, use, or similar taxes or charges for the sale of Products will be in addition to the stated price and paid by Buyer. Buyer will pay in U.S. Dollars by money order, cashier’s check, company check, major credit card, or other payment method as specified by Seller, without offset, all invoiced amounts at the time an order for Products is placed unless otherwise specifically stated on the face hereof or in Seller’s quotation. If payments become overdue Seller may charge interest at the rate of 1.5% per month or the maximum rate permitted by law. Seller may, among other remedies, including the right of setoff, either terminate this Contract or suspend further deliveries. Seller reserves the right to require full or partial payment in advance based on Seller’s opinion of Buyer’s credit or financial condition. Seller may delay shipment of any Products until payment has cleared Seller’s account. Seller retains a security interest in the Products and in any furnished containers and/or equipment delivered to Buyer, and Buyer agrees to execute documents as may be presented by Seller to perfect this security interest.
DELIVERY. Products will be delivered FOB at Seller’s shipping point, or Ex Works with respect to shipments made to locations outside of the United States. Buyer takes title and risk of loss to the Products upon delivery by Seller, and expenses shall thereafter rest upon Buyer, including, without limitation, all risks and expenses incurred in the storage and transportation of the Products and all insurance charges, fees, taxes, customs, duties, other governmental charges or levies, and all other expenses whatsoever thereafter incurred with respect to the Products. Freight charges on all shipments will be as specified on the face hereof or on the price sheet for the Products. In the event of any increase in freight costs, Seller may increase the price for the Products to reflect additional freight costs without advance notice. Delivery dates are estimated and are subject to change. Seller may make delivery in installments, each of which may be separately invoiced and paid as billed without regard to subsequent deliveries. If Buyer fails to pay any amount when due, Seller may withhold or delay further deliveries. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept remaining installments. Seller will use reasonable efforts to deliver Products on time, but will not be liable for any expenses or damages incurred as a result of late delivery. If any order is partially filled and the rest of the order becomes unavailable for any reason, Seller will refund only that portion of the order that will not be filled; Buyer shall accept and keep the Products already delivered, and Seller shall, after refunding the portion of the order that was not filled, have no further obligation regarding the order. Orders with indefinite delivery dates are accepted upon the understanding that Seller shall have the right to fill said order as it sees fit in the course of its manufacturing schedules and to hold the Products for Buyer’s account at Buyer’s expense and risk pending receipt of definite shipping instructions and, where required, of governmental authorization.
CHANGES AND RETURNS. Goods sold by Seller may be returned for credit only if permission for such return is granted by Seller in accordance with its return policy. Defective Products may be returned in accordance with the Seller’s warranty below.
USE OF PRODUCT/INDEMNITY OF SELLER. Buyer shall be solely responsible for determining the suitability of the Products for the uses contemplated by Buyer or its customers. Buyer and its customers assume all risks and liability for loss, damage or injury to property of Buyer, Buyer’s customers or others arising out of the use or possession of the Products furnished hereunder. Buyer agrees that Seller is not responsible for any loss, damage, or injury to person or property arising out of Buyer’s purchase, possession, or use of any Products supplied by Seller. Buyer shall comply with all applicable laws and regulations relating to the use, storage and/or handling of the Products. Buyer shall have sole control and responsibility over any warnings to be given to end users concerning the use and handling of the Products or property. Buyer shall indemnify Seller against any and all losses, damages, liabilities, claims, suits, costs, and expenses (including reasonable attorney’s fees and court and litigation costs) which may be brought against, suffered, or incurred by Seller as a result of any personal injury (including death) and/or any property damage arising out of or connected with the utilizing, handling, storing, transporting, processing, further manufacturing, or other use or resale of such Products or property, used alone or in connection with any other materials. Buyer shall comply with all applicable laws and regulations relating to the use, storage, and handling of the Products.
LIMITED WARRANTY, REMEDIES, AND LIMITATIONS. Seller warrants the Products to be free from material defect upon delivery, in Seller’s sole discretion. Buyer's exclusive remedy and Seller's sole liability shall be limited to a replacement of Products proven to be materially defective or, at our option, refund of the purchase price thereof. Such refund or replacement is conditioned upon Buyer giving Seller written notice within thirty (30) days from the date of shipment by Seller that such Products are nonconforming with respect to this limited warranty; for dimmer switches, such notice must be given within one year of the date of shipment by Seller; for regular switches, the warranty shall be for the life of the switch. If requested by Seller, Buyer will promptly return to Seller’s plant all unconsumed Products alleged by Buyer to be materially defective, and Seller will pay freight thereon. This limited warranty applies to the original purchaser of the Products only and it does not extend to any third party. THE ABOVE LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR UNWRITTEN, STATUTORY, EXPRESS OR IMPLIED, AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER DISCLAIMS ANY OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THIS WARRANTY STATEMENT OR TO SALES OF GOODS BEING SUPPLIED UNDER THIS CONTRACT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER SHALL NOT BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOSS OF USE OF THE GOODS, INCONVENIENCE, OR DAMAGES OF ANY TYPE, WHETHER DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL (INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOSS OF REVENUE OR PROFIT, ECONOMIC LOSS, PROPERTY DAMAGE, OR WORK STOPPAGE, AND INCLUDING ATTORNEYS’ FEES). Any action against Seller, including, without limitation, any action for breach of contract or breach of warranty, must be commenced within one (1) year after the cause of action has accrued.
TERMINATION. Seller may terminate this Contract effective immediately upon written notice to Buyer in the event of (a) Buyer’s failure to pay any of Seller’s invoices within the time provided in this Contract, (b) Buyer’s insolvency (whether based on Buyer’s inability to pay debts as they become due, liabilities exceeding its assets, the existence of a bankruptcy, assignment for the benefit of creditors or any similar proceedings involving Buyer, a liquidation of a significant portion of Buyer’s assets, or otherwise); or (c) a sale of substantially all the assets or a change of control of the ownership of Buyer. If Buyer is in default hereunder, including by failure to pay invoices, Seller may suspend shipments of Products, without liability to Seller, until the default has been cured, all invoices are current and Seller receives adequate assurance of future performance.
NOTICES/ELECTRONIC COMMUNICATION AND TRANSMISSION. Buyer will utilize electronic communication methods reasonably specified by Seller, including requirements for electronic funds transfer, purchase order transmission, electronic signature and/or communication. Notices permitted or required to be given hereunder shall be deemed effective if made in writing (including telecommunications) and delivered to the recipient's address (including email address or facsimile number) by email or other telecommunications transmission specified by Seller with request for assurance of receipt in a manner typical with respect to communications of that type.
FORCE MAJEURE. Neither party will be found in default or liable if its performance is delayed or made impossible or commercially impracticable due to causes beyond its control, including but not limited to acts of God, unusually severe weather, civil commotion, terrorism, military authority, war, riot, fire, labor trouble or strikes, unavailability of materials or components, explosion, breakdown or accident, delay in transportation, plant shutdown, or compliance with governmental requests, laws, regulations, orders, or actions.
ENTIRE AGREEMENT, WAIVER, AND SEVERABILITY. This writing constitutes the entire agreement between Buyer and Seller with respect to this transaction and cannot be modified except in a writing signed by both Seller and Buyer. Buyer agrees, however, that Seller may insert missing information or correct obvious errors in this quotation/invoice/acknowledgement. Waiver by a party of any provision hereof in one instance shall not constitute a waiver as to any other instance. If any provision herein is held unenforceable, invalid, or illegal, the remaining provisions will continue to be valid and effective.
LEGAL ACTIONS; VENUE; ATTORNEY FEES. This Contract shall be governed and interpreted in accordance with the laws of the State of Michigan and shall be deemed to be fully and solely executed, performed and/or observed in the State of Michigan. The Convention on Contracts for the International Sale of Goods is expressly excluded. Seller and Buyer agree and consent that any action or proceeding arising from the transactions contemplated herein or relating to the parties shall be brought in Livingston County, Michigan Circuit Court and/or the Federal District Court for the Eastern District of Michigan, Southern Division, and that such Courts shall have personal jurisdiction over Seller and Buyer for purposes of such action or proceeding. Buyer shall be obligated to Seller for all costs and expenses (including reasonable attorney’s fees and expenses and fees for collection agencies) incurred by Seller in collecting any amounts not timely paid by Buyer hereunder or as a result of default under this Contract by Buyer, whether or not litigation results.