Sales of products (“Products”) or services (“Services”) by Seller to Customer are governed by these terms and conditions of sale (“Terms”), unless the parties have entered into a mutually executed written agreement containing terms and conditions applicable to this transaction. Acceptance by Customer of delivery of any product or service from Seller indicates acceptance of these Terms. Acceptance by Seller of Customer’s purchase order is expressly limited to and conditioned upon Customer’s acceptance of these Terms. Any additional, different, inconsistent or conflicting terms and conditions on or contained in Customer’s purchase order or any other document issued by Customer at any time are hereby expressly rejected and shall be inapplicable to any sale made hereunder and shall not be binding in any way on Seller. These Terms may only be modified, waived, or amended by a writing signed by Seller. As used herein, the term “Customer” shall mean the party issuing the purchase order to Seller for the Products or Services (or otherwise ordering or purchasing the Products or Services from Seller in the event no purchase order is issued), regardless of whether or not the Customer is the end user of the Products or Services, and the term “Seller” shall mean the entity selling or supplying the Products or Services as set forth on the order acknowledgement or invoice for Products or Services.
1. ORDERS.
Customer may submit orders to Seller orally, electronically (through Seller’s designated website) or in writing at prices quoted by Seller. Prices are subject to change without notice. Orders are accepted at the price in effect at the time of order entry by Seller. Pricing errors (whether clerical or otherwise) are subject to correction by Seller at any time. Seller may accept or reject any order in its sole discretion. Acceptance of an order by Seller will arise only when Seller confirms the Customer’s order in writing or determines execution of the Customer’s order has started. Non-stock special orders may require a deposit before ordering. Seller reserves the right to discontinue the manufacture or sale of any product or service at any time. Quoted prices (including freight charges) apply only to quantities specified. After acceptance by Seller, Customer’s orders shall not be subject to cancellation by Customer. Any change in product specifications, quantities, destinations, shipping schedules, or any other aspect of the scope of good must be agreed to in writing by Seller and may result in a price and delivery adjustment by Seller.
2. TERMS OF PAYMENT.
Payment is due according to the payment terms set forth on Seller’s invoice (or in the event such invoice does not include payment terms, the payment terms shall be net 10 days), unless Seller expressly agrees to other payment terms in writing. Amounts not paid by Customer when due shall bear interest from the date payment was due at (i) the rate of 18.0% per annum, or (ii) the maximum rate permitted by applicable law, whichever is less. Customer shall notify Seller of any items disputed in good faith relating to an invoice within 15 days after the invoice date in writing specifying the nature of the disputed item, but in no event is Customer entitled to withhold, debit or set off any invoiced amounts without Seller’s express prior written approval. In the event it becomes necessary for Seller to refer Customer’s account to a third party for collection or for Seller to take other enforcement action relating to these Terms against Customer, Customer agrees to pay any and all attorneys’ and court or arbitrator fees, lien filing fees, collection costs and legal costs and expenses associated therewith incurred by Seller or its affiliates. Failure to pay an invoice by the due date may result in forfeiture of any rebate extended to Customer by Seller, at Seller’s sole discretion. Seller may, in its sole discretion, apply Customer’s payment against any open charges payable by Customer.
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