Terms & Conditions
1. ACCEPTANCE. The terms and conditions set forth in this document are the exclusive terms and conditions upon which The Seller will sell the goods described herein. SELLER’S ACCEPTANCE OF BUYER’S PURCHASE ORDER IS EXPRESSLY CONDITIONED ON BUYER’S ASSENT OTHERWISE TO ALL THE TERMS AND CONDITIONS CONTAINED IN THIS DOCUMENT. A DEFINITE AND SEASONABLE EXPRESSION OF ACCEPTANCE OR A WRITTEN CONFIRMATION OF ANY ORDER BY PURCHASER TO SELLER OPERATES AS AN ACCEPTANCE OF THE TERMS SPECIFIED HEREIN. WHEN ACCEPTED, ANY ORDER IS NOT SUBJECT TO CANCELLATION, SUSPENSION OR REDUCTION IN AMOUNT EXCEPT WITH SELLER’S WRITTEN CONSENT AND UPON TERMS WHICH REIMBURSE SELLER FOR WORK PERFORMED ON THE INITIAL ORDER. BUYER’S ASSENT OTHERWISE WILL BE CONCLUSIVELY ESTABLISHED BY BUYER TAKING DELIVERY OF ANY GOODS ORDERED FROM THE SELLER. THE SELLER HEREBY OBJECTS TO ANY TERM CONTAINED IN A PURCHASE ORDER SENT BY BUYER IF THE TERM IS DIFFERENT FROM OR IN ADDITION TO THE TERMS HERE STATED ANY DIFFERENCE OR ADDITION, WETHER WRITTEN OR ORAL, WILL NOT BIND THE SELLER UNLESS SPECIFICALLY AGREED TO BY THE SELLER IN WRITING. Prior courses of dealing, trade usage and verbal representations, to the extent they modify, add to or detract from these terms, shall not be binding on the Seller.
2. PRICE, DELIVERY AND PAYMENT. Unless otherwise provided on our sales order-acknowledgement or invoice with respect to the goods described herein, goods are sold F.O.B. Shipping Point, and will be shipped via U.P.S. air freight or truck as specified at the time of order with freight charges to be paid by Buyer. The goods may be shipped in a single lot or in several lots as specified or at the Seller’s discretion and each shipment shall be paid for separately within thirty (30) days from the date of the invoice with respect thereto. A service charge will be charged and added to the prices on all payments past due and owned by the Purchaser under this contract, and at a rate of 12% per annum, or, if such rate is prohibited under applicable law, then at such lower rate as the maximum rate permitted to be contracted for under applicable law. The Seller shall be entitled to recover, and purchaser shall pay, reasonable attorney’s fees in the collection of past due accounts. In the event of purchaser’s failure to fully pay any account, or in the event of any dispute which arises under this agreement and results in litigation, jurisdiction shall exclusively be in the State of Illinois and venue proper in a) Dupage County Circuit Court; b) Cook County Circuit Court; or c) Federal District Court for the Northern District of Illinois, Eastern Division, at the election of the Seller. The Seller may require full or partial payment of payment guarantee in advance of shipment whenever, in its opinion, the financial condition of Buyer so warrants. Delivery dates are not guaranteed. The Seller shall in good faith endeavor to meet estimated delivery dates, but shall not be liable to Buyer for any damages resulting from any delay.
3. INTENT OF USE. Horizon packaging kits are intended for use in non-food contact applications.
4. TAXES. The prices quoted herein do not include federal, state or local taxes. Buyer shall pay the Seller, in addition to the price of goods, all applicable taxes and excises to the extent required or not forbidden by law, unless Buyer furnished the Seller with valid tax exemption certificates acceptable to the appropriate taxing authorities.
5. RISK OF LOSS. The risk of loss of goods shall pass to Buyer upon delivery of goods to a carrier at this point of shipment, whether or not the Goods conform to the sales contract.
6. WARRANTIES. The Seller warrants to Buyer that goods sold will be commercially free from any defects in material and workmanship as specified in Military Standard 105D or any specification as mutually agreed upon at the time the goods are shipped from the Seller and will be in accordance with any specifications made part of the sales contract by specific reference. This warranty extends to the Seller’s original customer only and is for a period of six months from the date of shipment. The Seller warrants the products of other manufacturers which the Seller may supply but only to the extent of the warranty of the respective manufacturer. This warranty does not extend to goods that have been subjected to misuse, neglect, tampering, inadequate of improper maintenance, accident or casualty. THE FOREGOING WARRANTY SHALL BE EXCLUSIVE AND IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. No agent, employee or representative of the Seller, nor any distributor, has any authority to bind the Seller to any affirmation, representation or warranty concerning any goods sold and such affirmation, representation or warranty shall not be enforceable by the Buyer.
7. EXCLUSIVE REMEDY. The Seller will replace, F.O.B. Naperville, Illinois, or repair any goods which do not conform to the warranty; provided that upon the Seller’s request, the goods claimed to be defective shall first be returned to the Seller’s factory at Buyer’s expense. Any claims against the Seller for the sale of purportedly defective goods must be presented in writing, with particulars of the claimed defect, within ten (10) days after they arise and within the warranty period as set forth in Paragraph 5. If the Seller determines that a repair or replacement of the goods is not feasible, the Seller will refund the purchase price.
8. LIMITATION OF LIABILITY. IN NO EVENT SHALL THE SELLER BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR CONNECTED WITH ANY SALE OF GOODS, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE TO PROPERTY OR PERSONS. SELLER’S LIABILITY ON ANY CLAIM FOR LOSS OR LIABILITY ARISING OUR OF OR CONNECTED WITH THIS CONTRACT OR ANY OBLIGATION RESULTING THEREFROM OR FROM THE MANUFACTURE, SALE INSTALLATION, DELIVERY OR USE OF ANY MATERIALS COVERED BY THIS CONTRACT SHALL BE LIMITED TO THE WARRANTY AND EXCLUSIVE REMEDY SECTIONS SET FORTH IN PARAGRAPHS 5 AND 6 ABOVE
9. RETURNED GOODS.. No goods may be returned to the Seller without the Seller’s advance written consent. Buyer shall pay a 25% re-stocking charge on all returns to which the Seller consents and shall assume all risk of loss for the returned goods until such goods are actually received by the Seller.
10. CONFIDENTIAL INFORMATION. Buyer agrees to keep strictly confidential any plans, drawings, specifications or other design information furnished by the Seller to it with respect to the goods described herein.
11. RIGHT TO SUSPEND PERFORMANCE. Upon the happening of any one or more of the following events, the Seller shall have the unrestricted right to cancel and terminate or suspend a sales contract without cost of liability: (1) Buyer’s insolvency or inability to meet obligations under the contract as they become due; (2) Initiation of legal proceedings against Buyer by its creditors; and (3) any incident which, in the Seller’s opinion, may reflect adversely upon the Buyer’s financial condition.
12. FORCE MAJEURE. The Seller shall not be liable for failure to perform its obligations under a sales contract, in whole or in part, if the failure is caused by the occurrence of any contingencies beyond the control of the Seller, including but not limited to acts of God; strikes; fires; labor difficulties and controversies that may arise with or among employees of the Seller; acts of Buyer; acts of any governmental agency; accidents or lack of or inability to obtain raw material, supplies or tools.
13. MISCELLANEOUS. A sales contract may be modified, terminated or assigned only upon the Seller’s written and signed consent. All sales contracts are entered into in, and their interpretation and enforcement shall be governed by the laws of, the State of Illinois. If any term cause or provision contained in a sales contract is declared to held to be invalid by a court of competent jurisdiction, such declaration or holding shall not affect the validity or any other term, clause or provision contained therein