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Terms and Conditions
ORGATEX Americas LLC
Standard Terms and Condition of Sale
- Applicability and Acceptance. The terms and conditions set forth herein shall exclusively govern the sale of goods by ORGATEX to Buyer. Acceptance of this offer or of the goods furnished pursuant to this order is expressly limited to the terms and conditions contained herein. All contracts or sales orders for ORGATEX’s products are accepted and all shipment of goods are made, on the express understanding that the Terms and Conditions set forth herein shall be applicable thereto, and shall supersede any provisions on Buyers’ purchase order or other documents accepted by ORGATEX which are at variance with or in addition to these Terms and Conditions. No changes or additions to these Terms and Conditions shall be binding upon ORGATEX unless expressly agreed to in writing, executed by an authorized officer of ORGATEX.
- Delivery. Delivery is FOB ORGATEX warehouse. Buyer assumes all risk of loss or damage to goods in transit. ORGATEX will use its best efforts to deliver as scheduled, but Buyer acknowledges that delivery schedules are approximate only. ORGATEX shall not be liable for any damages, consequential or otherwise, which may be claimed by Buyer to arise from late delivery. When partial shipments are made, each such shipment shall be invoiced and paid separately in accordance with the terms hereof.
- Security Interest. Buyer hereby grants to ORGATEX a security interest in the goods being sold and in all proceeds from such goods to secure performance of all of Buyer’s obligations in connection with the purchase of said goods, and if required by ORGATEX, Buyer shall execute and deliver such separate security agreement, financing statements or other documents as may be necessary to evidence such security interest or enable ORGATEX to perfect such security interest.
- Taxes. Prices are exclusive of all taxes and duties, however designated, including sales, use, import and excise taxes (but excluding taxes on ORGATEX net income). These taxes and other taxes are measured whole or in part by gross receipts applicable to Buyer’s order shall be borne by Buyer. If Buyer claims exemption from any of these taxes, Buyer shall promptly furnish satisfactory proof of exemption and shall indemnify ORGATEX for all for any loss, cost and damage, including attorney’s fees, incurred by such taxes.
- Payment Terms. Payment shall be due thirty (30) days from date of invoice, unless otherwise agreed to by ORGATEX. Overdue payments shall bear interest at the rate of 1 ½ % per month. If in ORGATEX’s judgment Buyer’s financial responsibility becomes impaired or unsatisfactory or if Buyer defaults under any contract with ORGATEX, ORGATEX may demand and Buyer shall give advance cash payment or security and ORGATEX may withhold shipments until such payment and security is received. Buyer expressly waives any right of set-off and shall make no deduction from payment due hereunder or for any damages of any type claimed by Buyer against ORGATEX.
- Buyer Inspection and Acceptance. Within 5 days after tender of delivery to or receipt of Buyer of any shipment, Buyer shall inform ORGATEX in writing if the goods are found defective or short in any respect. Failure to so inform ORGATEX or any use of the goods by Buyer shall constitute conclusive evidence that Buyer waives any right to reject such goods without the prior written authorization of ORGATEX. All returned goods will be subject to a 20% restocking charge. For returned goods, all freight will be prepaid by the Buyer.
- Trademarks. Buyer shall not remove, alter, obliterate or cover up ORGATEX’s trademarks appearing on any of the goods and shall not take actions which are inconsistent with ORGATEX’s ownership of such trade names and trademarks.
- Entire Understanding. These terms and conditions shall supersede all prior written or oral proposals, statements and agreements relating to the matters covered hereby of any kind whatsoever made by ORGATEX or its representatives and cannot be modified or terminated except by a writing signed by both parties.
- Law Governing Disputes. These Terms and Conditions shall be construed and enforced in accordance with the laws of the State of Ohio. Any action or proceeding brought by either party against the other arising out of or related to these Terms and Conditions shall be brought in a Ohio state court of competent jurisdiction in and for the County of Hamilton, Ohio, and Buyer hereby submits to the in persona jurisdiction of the courts of Ohio for all purposes arising out of or related to these Terms and Conditions or the transaction contemplated herein.
- Buyer Solvent. Buyer represents that, at the time of signing and accepting this order, Buyer is not insolvent within the meaning of the UCC or the bankruptcy laws of the United States and that there have been no material adverse changes with respect to Buyers’ financial condition since such time as Buyer has provided such financial information in its credit application.
- Assignment and Delegation. The rights and obligations of Buyer under this agreement may not be assigned or delegated without the prior written consent of ORGATEX.
- Severability. If any of these Terms and Conditions are found to be illegal and unconscionable by a court of competent jurisdiction, the remaining Terms and Conditions will remain in full force and effect.
- Attorney’s Fees. In any suit or action arising out of or in connection with this agreement, the prevailing party shall be awarded reasonable attorney’s fees and costs.
Please contact ORGATEX with any questions about our terms and conditions.
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