General Terms and Conditions of Sale
The following terms and conditions of sale shall apply to any sale of goods and services by OnePointe Solutions LLC (hereinafter called “Seller”). Purchaser shall be deemed to have full knowledge of the terms and conditions herein and such terms and conditions shall be binding if either the goods and services referred to herein are delivered to and accepted by Purchaser, or if Purchaser does not within five days from the date hereof deliver to Seller written objection to said terms and conditions or any part thereof.
In the event of any conflict or inconsistency between the terms and conditions of sale herein and the terms and conditions contained in Purchaser’s order or in any other form issued by Purchaser, whether or not any such form has been acknowledged or accepted by Seller, Seller’s terms and conditions herein shall prevail. No waiver, alteration or modification of these terms and conditions shall be binding upon Seller unless made in writing and signed by a duly authorized representative of Seller.
Unless otherwise stated, Seller’s quotation shall be null and void unless accepted by Purchaser within thirty (30) days from the date of quotation.
All quoted prices are based in United States Dollars (USD). Unless otherwise stated in the quotation, quoted prices are subject to change by Seller with or without notice until Purchaser’s acceptance. Prices are subject to correction for error. Unless otherwise stated, all prices are FOB Factory and include domestic packing.
Customary methods of transportation shall be selected by Seller and such transportation will be at Purchaser’s expense. Special methods of transportation or additional services will be used upon Purchaser’s request and at Purchaser’s additional expense provided reasonable notice of Purchaser’s transportation requirements are given by Purchaser to Seller prior to shipment.
Prices do not include sales, use, value-added or similar tax, unless expressly stated in writing by Seller. Accordingly, in addition to the price specified herein, the amount of any present or future sales, use, value-added or similar tax applicable to the sale of the goods hereunder to or the use of such goods by Purchaser shall be paid by Purchaser to the entire exoneration of Seller.
Delivery schedules are approximate and are based on prevailing market conditions applicable respectively at the time of Sellers’ quotation and Sellers’ acceptance of Purchaser’s order. Delivery shall also depend on the prompt receipt by Seller of the necessary information to allow maintenance of the manufacturer’s engineering and manufacturing schedules. Seller may extend delivery schedules or may, at its option, cancel Purchaser’s order in full or in part without liability other than to return any deposit or prepayment which is unearned by reason of the cancellation. If delivery is delayed by Purchaser, Purchaser shall be responsible and pay Seller any handling and storage charges as a result of the delay.
7. FORCE MAJEURE
Seller shall not be responsible or liable for any loss or damage incurred by Purchaser herein resulting from causes beyond the reasonable control of Seller including, but without limitation, acts of God, war, invasion, insurrection, riot, the order of any civil or military authority, fire, flood, weather, acts of the elements, delays in transportation, unavailability of equipment or materials, breakdown, sabotage, lock-outs, strikes or labor disputes, or the failure of Seller’s suppliers to meet their delivery promises. The acceptance of delivery of the equipment by Purchaser shall constitute a waiver of all claims for loss or damage due to any delay whatsoever.
8. SHIPMENT/DAMAGES OR SHORTAGES IN TRANSPORT/RISK
Except for obligations stated under “Warranty” herein, Seller’s responsibility for goods ceases upon delivery to the carrier. Purchaser is expected to inspect all deliveries from carrier for damage and shortage. In the event of loss or damage during shipment, Purchaser’s claim shall be against the carrier only. Seller will, however, give Purchaser any reasonable assistance to secure adjustment of Purchaser’s claim against the carrier provided immediate notice of such claim is given by Purchaser to Seller. Claims for shortages must be made in writing within seven (7) days after receipt of goods by Purchaser. If Seller does not receive written notification of such shortages within such seven (7) days, it shall be conclusively presumed that the goods were delivered in their entirety. Unless agreed upon otherwise in writing, Seller reserves the right to make partial shipments and to submit invoices for partial shipments.
Title to the goods or any part thereof shall not pass from Seller to Purchaser until all payments due hereunder have been duly made in cash, except as otherwise expressly stipulated herein. The goods shall be and remain personal or moveable property, notwithstanding their mode of attachment to realty or other property. If default is made in any of the payments herein, Purchaser agrees that Seller may retain all payments which have been made on account of the purchase price as liquidated damages, and Seller shall be free to enter the premises where the goods may be located and remove them as Seller’s property, without prejudice to Seller’s right to recover any further expenses or damages Seller may suffer by reason of such nonpayment.
Seller shall not be liable for and shall be held harmless by Purchaser from any damage, losses or claims of whatever kind, contractual, consequential or incidental, direct or indirect, arising out of, in connection with or resulting from the sale governed hereby or the goods, including, but without limitation, the manufacture, repair, handling, installation, possession, use, operation or dismantling of the goods and any and all claims, actions, suits, and proceedings which may be instituted in respect to the foregoing.
Goods sold hereunder are covered by a warranty against defects in material and workmanship provided the goods and services are subjected to normal use and service. The applicable warranty period is twelve (12) months from the shipping date to Purchaser of any item of the goods, whichever occurs first, or any other warranty period otherwise stipulated in writing by Seller under this sale. For components not supplied by Seller, the original manufacturer’s warranty shall apply to the extent assignable by Seller. The obligation under this warranty is limited to the repair or replacement, at Seller’s option, of defective parts FOB Point of Shipment provided that prompt notice of any defect is given by Purchaser to Seller in writing within the applicable warranty period and that upon the Purchaser’s return of the defective parts to Seller or, if designated by Seller, to the location where the works are made, properly packed and with transportation charges prepaid by Purchaser, an inspection thereof shall reveal to Seller’s satisfaction that Purchaser’s claim is valid under the terms of this warranty. Purchaser shall assume all responsibility and expense for dismantling, removal, re-installation and freight in connection with the foregoing. The same obligations and conditions extend to replacement parts furnished by Seller hereunder. Seller does not assume liability for installation, labor or consequential damages. Seller makes no warranty other than the one set forth herein. All other warranties, legal, expressed or implied, including but not limited to any expressed or implied warranty of merchantability, of fitness for the intended use thereof or against infringement are hereby expressly excluded. The applicable warranty ceases to be effective if the goods are altered or repaired other than by persons authorized or approved by Seller to perform such work. Repairs or replacement deliveries do not interrupt or prolong the term of the warranty. The warranty ceases to be effective if Purchaser fails to operate and use the goods sold hereunder in a safe and reasonable manner and in accordance with any written instructions from the manufacturers.
Unless otherwise expressly stipulated, the goods shall be installed by and at the risk and expense of Purchaser. In the event that Seller is requested to supervise or perform such installation, Seller’s responsibility shall be limited to exercising that degree of skill customary in the trade in supervising or performing installations of the same type. Purchaser shall remain responsible for all other aspects of the work including compliance with any local, state/provincial, or federal regulations.
13. RETURNED GOODS
No goods may be returned to Seller without Seller’s prior written permission. Seller reserves the right to decline all returns or to accept them subject to a handling/restocking charge. Even after Seller has authorized the return of goods for credit, Seller reserves the right to adjust the amount of any credit given to Purchaser on return of the goods based on the conditions of the goods on arrival in Seller’s warehouse. Credit for returned goods will be issued to Purchaser only where such goods are returned by Purchaser and not by any subsequent owner of the goods. Goods will be considered for return only if they are in their original condition and packaging.
14. TERMS OF PAYMENT
Unless otherwise stated, invoices on “open account” shipment are payable within thirty (30) days of invoice date. Invoices on “prepayment accounts” are payable in full prior to shipment. Unless specifically provided, no cash discount shall be available to Purchaser. When cash discount is offered, the discount price is computed from the date of invoice. Seller does not offer cash discount on C.O.D. shipments. Should payment not be made to Seller when due, Seller reserves the right, until the price has been fully paid in cash, to charge Purchaser with interest on such overdue payments at the rate of eighteen percent (18%) per annum. The charging of such interest shall not be construed as obligating Seller to grant any extension of time in the terms of payment.
15. CHANGES AND CANCELLATION
Orders accepted by Seller are not subject to changes or cancellation by Purchaser, except with Seller’ written consent. In such cases where Seller authorizes changes or cancellation, Seller reserves the right to charge Purchaser with reasonable costs based upon expenses already incurred and commitments made by Seller, including, without limitation, any labor done, material purchased and including Supplier’s usual overhead and reasonable profit and cancellation charges from Seller’ suppliers.
16. PRODUCT DISPLAY / COLORS
Seller attempts to display as accurately as possible the colors of the products shown via electronic medium. However, because the colors you see depend on many factors, including your monitor or printer, Seller cannot guarantee that the color you see matches the final product color.
All statements, recommendations, and technical information contained in Seller’s advertising, website and/or stated Seller or its employee(s) are based on information and/or tests we believe reliable. The accuracy or completeness thereof is not guaranteed. Before making a purchase for specialty applications, the Purchaser should do their own due diligence to determine the suitability of the products for their application. No risk and liability therein is assumed by the Seller.
18. THE AGREEMENT
An acceptance and official confirmation of Purchaser’s order by Seller shall constitute the complete agreement, subject to the terms and conditions of sale herein set forth, and shall supersede all previous quotations, orders, or agreements. The law of the State of Texas shall govern the validity, interpretation and enforcement of these terms and conditions of sale and of any contract of which these terms and conditions are a part. Venue for any action or proceeding arising out of this agreement, or alleged breach thereof, shall be solely in Austin, Texas, Travis County.