NOTICE: The order is expressly made conditional upon agreement bythePurchaser thatthese terms and conditions will supersede any and all terms additional to or different as may be proposed bythePurchaser on his purchase order. Such agreement shall be deemed complete if no contrary written notice is sent by Purchaser within (3) days of receipt hereof.
1. Boththecustomer (BUYER) and ADVANCED ELECTRIC AND AUTOMATION, LLC.(SELLER) agree that entry of a purchase order on ADVANCED ELECTRIC AND AUTOMATION, LLC’S internet ecommerce site is a binding purchase contract offer onthepart oftheBuyer. The purchase contract offer requires acceptance by ADVANCED ELECTRIC AND AUTOMATION, LLC. Such acceptance is subject to final review by ADVANCED ELECTRIC AND AUTOMATION, LLC AND ADVANCED ELECTRIC AND AUTOMATION, LLC may revoke any purchase offer for any reason!
2. All sales are final. No goods may be returned withouttheSeller’s written permission. Once permission is granted, all goods must be returned freight prepaid to Seller’s facilities. The goods must be less than one month old, unused and unopened, of current design, and must be in good condition as determined by Seller. Goods returned that do not meetthese criteria will be returned to Buyer and Buyer will be charged for the return freight charges and inspection time. Goods that do meet the above criteria shall be credited to the Buyer’s account attheinvoiced purchase price less a restocking charge intheamount of 25% and less any cash discounts taken. Credits to be applied onthese items will be determined by ADVANCED ELECTRIC AND AUTOMATION, LLC, Inc. on a case by case basis.
3. Delivery may be suspended due tothefollowing: Acts of God, war, riots, fire, explosion, strike, lockout, government inaction, inability to obtain or use fuel, raw materials, containers or transportation facilities; or other cause beyondthecontrol of party affected, preventing the manufacture, shipment, or acceptance of shipment. Likewise, delivery may be suspended iftheitem in question is discontinued or in short supply. ADVANCED ELECTRIC AND AUTOMATION, LLC also reservestheright not to accepttheorder if pricing is incorrect even by ADVANCED ELECTRIC AND AUTOMATION, LLC’S own fault. Orders may also be rejected if customer utilizes unauthorized discount codes (coupons). ADVANCED ELECTRIC AND AUTOMATION, LLC reserves the right to revoke credit terms at any time.
4. Unless otherwise specified in writing, all orders are accepted upon condition that Seller will not be liable for any damages for failure to deliver within a specified time, but Seller will use its best efforts to make delivery within a reasonable time.
5. Refused shipments are subject to a restocking charge of 25% oftheinvoice price plus inspection, shipping, and other miscellaneous charges itemized on the invoice for the refused shipment.
6. Seller reservestheright, among other remedies, to cancel or suspend further deliveries if Buyer fails to pay for a previous shipment when such payment becomes due. If Buyer’s financial condition becomes unsatisfactory to Seller, cash or satisfactory security may be required by Seller. ADVANCED ELECTRIC AND AUTOMATION, LLC reserves the right to revoke credit terms or change credit limits at any time.
7. Unless otherwise agreed to in writing, risk of loss and responsibility for all materials sold hereunder shall pass totheBuyer upon Seller’s delivery tothecarrier. In case of hand delivery by ADVANCED ELECTRIC AND AUTOMATION, LLC, ADVANCED ELECTRIC AND AUTOMATION, LLC is considered a carrier, and title still transfers at ADVANCED ELECTRIC AND AUTOMATION, LLC’s location. Buyer shall notify Seller within ten (10) days of receipt of goods that have been damaged in shipment. Depending uponthedestination and method of shipment and any prior written arrangements made between Buyer and Seller,theinsurance claim shall be made by either Buyer or Seller.
8. SELLER MAKES NO WARRANTY EXTENDING BEYOND THE DESCRIPTION OF THE GOODS ON THE FACE HEREOF, AND THERE IS NO IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE. SELLER DISCLAIMS ANY LIABILITY FOR LOSS OF PROFITS, SPECIAL DAMAGES, SPECIFIC PERFORMANCE, INCIDENTIAL OR CONSEQUENTIAL DAMAGES. Claims of failure to meet specifications shall be limited tothereplacement of materials with respect to which such failure is claimed, ortherepayment of any portion ofthepurchase price receivedthereof subject tothereturn of such materials or parts to the Seller. Without limiting the generality of the foregoing, Buyer expressly assumes all risk of patent infringement by reason of its use of material provided hereunder in combination with other material or in operation of any process. Buyer shall indemnify Seller from and against all costs, expenses and damages arising from claims made by employees, visitors and customers of Buyer based upon any hazard or hazards referred to in any information and/or instructions provided Buyer by Seller. Buyer shall assume all responsibilities for bringing such hazards totheattention oftheemployees, visitors and customers.
9. Published prices are subject to change without notice. Prices, discounts and terms are those in effect atthetime of shipment. Time of shipment in this instance is deemed to be upon delivery of goods to carrier.
10. TERMS: Payment terms are as stated ontheface of this document; overdue amounts will be charged interest at 1 1/2% per month (18% per annum). Buyer agrees to pay a finance charge on all past due invoices. If Buyer files a petition in Bankruptcy or a petition for extension of arrangements of his debts or composition with his creditors or makes assignment forthebenefit of his creditors, Seller shall havetheimmediate right to retake possession of all goods available to Seller. Buyer shall pay reasonable attorney fees and all cost of litigation iftheSeller is forced to resort to an attorney for collection and enforcement. Buyer also agrees that the laws of the State of New Jersey shall apply to this contract.
11. Seller may require Buyer to reimburse all taxes, excise or other charges, or increase inthesame, which Seller may be required to pay to any National, State or Municipal government, which are levied directly uponthesale, production or transportation of goods sold hereunder, or raw materials usedtherein. If applicable, Buyer shall supply pertinent tax exempt certificates and/or self-assess totherelevant tax authority any sales or use taxes for whichtheBuyer may be liable. Any increase in freight rates paid by Seller on shipments governed by this order may at Seller’s option, be added totheprice of materials shipped under same. Intheevent government action, order or request prevents Seller from adjusting or continuing in effecttheprice herein stated, Seller shall havetheright to cancel this order.
12. DEFECTIVE GOODS CLAIMS (REPLACEMENT CLAUSE): Goods considered to be defective may be returned to Seller for inspection with Seller’s prior approval. If requested, a replacement part will be shipped to Buyer and it will be invoiced to Buyer’s account. Any part being returned for examination must be shipped within 5 days of Buyer’s receiving approval from Seller, freight prepaid, using the least expensive shipping means for the weight to Seller’s facilities known as (ADVANCED ELECTRIC AND AUTOMATION, LLC.,902 Forbes St,Blackwood,NJ08012. Risk of loss with respect to goods returned shall be upon Buyer. Upon receipt,thepart will be inspected and if found to be defective as determined solely by the Seller, a credit will be issued to Buyer’s account fortheamount of the invoice for the replacement part including outgoing shipping charges, as well as fortheshipping charges incurred forthereturn ofthepart that has been determined to be defective. If the part is determined not to be defective, Buyer will be so notified and will be responsible for payment oftheinvoice forthereplacement part and for additional charges incurred by Seller for further inspection and/or disposition of the part per Buyer’s instructions. Defective as used in this instance is limited to mechanical or other failure which is as a direct result of defect in material or workmanship within 1 month ofthedate of sale of the part in question.
14. Waiver of any portion or part of these conditions shall be on a one-time basis, and shall not be construed as a policy to remain in effect. Subject to express waiver for a particular transaction, Seller reserves the right to enforce any and all terms of this contract at any time.
Modifications totheterms and conditions herein shall not be binding upon Seller without Seller’s prior written consent to said modification.