SALES TERMS & CONDITIONS
Sales by Tuff Grid USA, are governed by these terms and conditions, unless the parties have entered into a mutually executed written agreement stating applicable terms and conditions. This is an offer conditioned on Buyer’s acceptance of all, and only, these terms. Tuff Grid USA objects to any different or additional terms. This is the final and complete expression of all terms and conditions of the agreement. Any representations, promises, warranties, or statements that are not contained here are void. These terms and conditions can be modified, waived, or ended only by writing signed by both Buyer and Tuff Grid USA.
TERMS OF PAYMENT
Payment is due according to the terms set forth on the invoice, unless the parties agree to other terms. If Buyer fails to pay any sum owed hereunder when due, interest shall accrue to Tuff Grid USA credit on such sum at the rate of 18% APR or the highest rate allowed by law, whichever is lower-minimum monthly charge of $5. If Tuff Grid USA, in its sole discretion, finds it necessary to employ an attorney to collect any past due sum owed hereunder, it may collect, in addition to any other sum owed hereunder, a reasonable attorney’s fee.
Any credit terms offered by Tuff Grid USA are available only for so long as Buyer complies with all of its obligations under these terms and conditions, including, without limitation, the provisions requiring timely payment of invoices within stated terms. If credit terms are no longer available, Buyer shall pay cash in advance for all purchases. If Tuff Grid USA shall have any doubt at any time as to Buyer’s financial responsibility, Tuff Grid USA, at its option, either may (a) decline to make further shipments except upon receipt of cash in advance or upon giving of other security satisfactory to Tuff Grid USA, or (b) terminate this sale. Nothing in this paragraph is intended to affect the obligation of Buyer to accept and pay for the goods.
Buyer shall not be entitled to deduct from the price invoiced to it by Tuff Grid USA the amount of any claim asserted by Buyer against Tuff Grid USA, unless such claim shall have been allowed, in writing, by Tuff Grid USA. The provisions of the preceding sentence are of the essence of this sale.
Goods are warranted to comply with the warranty and specifications of the original manufacturer or producer of the goods. Should any product sold hereunder be found not to meet the foregoing warranty, Tuff Grid USA will take such action as is specified in the warranty of the original manufacturer or producer, or, at Tuff Grid USA election, make a fair allowance therefore. Written notice of any claim under this warranty must be given to Tuff Grid USA within the time specified in the warranty of the original manufacturer or producer, and Buyer must afford Tuff Grid USA a reasonable opportunity to inspect the goods in unaltered condition and evaluate the claims in accordance with procedures specified in the original manufacturer’s or producer’s warranty.
NO WARRANTIES EXTEND BEYOND THE FOREGOING WHICH ARE EXTENDED IN LIEU OF AND TO EXCLUSION OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND TUFF GRID USA SOLE RESPONSIBILITY THEREUNDER IS AS STATED. TUFF GRID USA SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES, OR FOR ANY AMOUNT IN EXCESS OF THE PRICE FOR THE GOODS INVOLVED, UNDER THE FOREGOING WARRANTY OR ANY OTHER PART OF THIS AGREEMENT.
Buyer’s remedies shall be limited to replacement by Tuff Grid USA of the goods involved or, at Tuff Grid USA option, return by Tuff Grid USA to Buyer of the purchase price of the goods involved in such breach. Under no circumstances shall Tuff Grid USA be liable to Buyer or any other person for any incidental, consequential, or indirect damages which are suffered by Buyer or any other person whether arising in tort, contract, or otherwise.
ANY LEGAL ACTION AGAINST TUFF GRID USA FOR BREACH OF THESE TERMS OF SALE, INCLUDING ANY WARRANTIES, MUST BE INSTITUTED WITHIN ONE YEAR AFTER DELIVERY OF GOODS.
TITLE AND RISK
Tuff Grid USA warrants it has and will convey good and marketable title to the goods. Irrespective of any provisions concerning freight or price, title, and risk of loss or damages shall pass to Buyer upon delivery of goods to any carrier, except a motor vehicle operated by Tuff Grid USA, at Tuff Grid USA plant or other shipping point.
Tuff Grid USA reserves the right to route all shipments and may assist Buyer in processing claims against carriers, without incurring liability therefor. Prices stated “FOB. Delivered” include costs of transportation to the “consigned to/ship to” location specified in Tuff Grid USA Pick Ticket/Bill of Lading. Any increase in delivery costs resulting from Buyer’s instructions to the carrier and any extra costs of utilizing substitute methods of delivery, when the intended type of carrier or loading or unloading facilities become unavailable, shall be for Buyer’s account.
In the event Tuff Grid USA is unable to ship the ordered goods because of fire, flood, windstorm, or other act of God, labor or civil disturbance, shortage of raw materials, failure of timely delivery by Tuff Grid USA suppliers, energy or transportation shortages, or any other cause whether or not similar to the causes listed above, beyond Tuff Grid USA reasonable control, Tuff Grid USA reserves the right to cancel the affected order without any liability to Buyer whatsoever. In no event shall Tuff Grid USA be obligated to purchase material from others to enable Tuff Grid USA to deliver goods to Buyer hereunder.
Buyer will be in default if (a) Buyer fails to pay to Tuff Grid USA any Amount when due under this agreement, (b) Buyer fails for a period of five days after receiving written notice from Tuff Grid USA to fulfill or perform any provisions of this agreement (other than the prior provision relating to due date of payments), (c) Buyer becomes insolvent or bankrupt, or a petition therefor is filed voluntarily or involuntarily and not dismissed within 30 days from filing, or (d) Buyer makes a general assignment for the benefit of its creditors, or a receiver is appointed, or a substantial part of Buyer’s assets are attached or seized under legal process and not released within 30 days thereafter.
Upon Buyer’s default, Tuff Grid USA may, at its option, without prejudice to any of its other rights and remedies, and without demand for payments past due, (a) make shipments subject to receipt of cash in advance, (b) terminate this agreement and declare immediately due and payable the obligations of Buyer for products previously shipped, notwithstanding any other provision in these terms and conditions, (c) demand reclamation, and/or (d) suspend any further deliveries until the default is corrected, without releasing Buyer from its obligations under this agreement. In any event, Buyer shall remain liable for all loss and damages sustained by Tuff Grid USA because of Buyer’s default, including, but not limited to collection fees, reasonable attorneys fees, and interest at the lower of 1.5% per month or the highest Amount allowed by applicable law.