- Payment Terms.
Unless otherwise designated in an Am-Fab invoice, payment
terms for goods ordered will be net up to thirty (30)
days. Customers shall be responsible for payment on all
orders designated for "drop shipment". If full
payment is not received within thirty (30) days, a
finance charge will be assessed in the amount of 1.5% per
month on the amount past due or the highest rate allowed
by the law (whichever is less), and Am-Fab may suspend or
postpone all then pending orders.
- Acceptance.
Salespersons shall have no authority to accept orders on
behalf of Am-Fab or to make representations on behalf of
Am-Fab. All orders are subject to acceptance by Am-Fab at
its home office. After acceptance, orders may not be
cancelled without the express approval of Am-Fab, which
approval may be withheld for any reason. Any change
to orders are also subject to acceptance by Am-Fab at its
home office. Quoted prices do not include applicable
taxes. All taxes are to be paid by Customer. All prices
quoted are subject to adjustment in the event of
alterations to the specifications, quantities,
design, delivery time or method, legislation (tax or
otherwise) and other matters beyond the control of Am-Fab.
Am-Fab retains the right to correct all clerical errors
in connection with pricing of invoicing of Customer
orders. Phone orders, when confirmed in writing to
Customer, will be considered accepted by Customer upon
terms of the confirmation, unless Customer objects to such
terms within five (5) days of receipt of such
confirmation.
- Delivery.
All delivery times provided by Am-Fab to Customer are
estimates and Am-Fab shall not be held liable or
accountable for any loss suffered by reason of different
delivery date. Unless otherwise specified by Customer,
all goods are to be sold FOB Am-Fab's plant. Delivery of
goods to common carrier of licensed truckers shall
constitute delivery to Customer, and all risk of loss or
damage in transit shall be borne by Customer.
- Amendment of
Terms. Customer hereby agrees that Am-Fab
may amend the terms of this Agreement by placing such
altered terms in any invoice to be sent to Customer. In
the event the Customer fails to object to any such
additional or altered term within ten (10) days of
receipt of any such invoice, such terms shall be deemed
to have been consented to and accepted by Customer, and
Customer agrees to be bound by the terms thereof.
- Warranties. AM-FAB WARRANTS THAT IT WILL MANUFACTURE THE GOODS IN
CONFORMITY WITH THE PLANS SUPPLIED BY CUSTOMER AND THE GOODS WILL BE FREE FROM DEFECTS IN MATERIAL AND
WORKMANSHIP. AM-FAB MAKES NO WARRANTY THAT THE GOODS ARE
MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE. THE SOLE
RESPONSIBILITY OF AM-FAB SHALL BE THAT IT WILL
MANUFACTURE THE GOODS IN ACCORDANCE WITH THE PLANS OF THE
CUSTOMER, AND THAT THE GOODS WILL BE FREE FROM DEFECTS IN
MATERIAL AND WORKMANSHIP. THIS WARRANTY IS EXPRESSLY MADE
IN LIEU OF ANY AND ALL WARRANTIES, AND THE SOLE
RESPONSIBILITY OF AM-FAB SHALL BE TO REPLACE ANY GOODS
NOT IN CONFORMITY WITH THE CUSTOMER'S PLAN. In no event
shall Am-Fab be liable for any labor claims or special,
direct, consequential or other damages; whether arising
under expressed or implied warranties, and the remedies
of Customer as expressed herein are exclusive. All
representations, promises, warranties, or statements in
any way from the terms and conditions hereof shall have
no effect.
- Delays.
Am-Fab will not be liable for any damage,
default or delay caused or imposed by strikes, fires,
major disasters, acts of God, governmental action,
shortage of labor, fuel, materials or supplies or for any
other reason or condition beyond Am-Fab's control. In the
event of any such delay in shipment or nonperformance,
Am-Fab may, at its option, and without liability, cancel
all or any portion of an order and/or extend any date
upon which performance thereunder is due.
- Applicable Law and
Venue. All sales are subject to
acceptance at Am-Fab's home office in Olive Branch,
Mississippi. Accordingly, this agreement shall be
construed and enforced in accordance with the laws of the
State of Mississippi, and Customer specifically consents
to venue and jurisdiction in any appropriate court in
Desoto County, Mississippi, and hereby appoints the
Secretary of State of Mississippi as its agent for
services to process for purposes hereof.
- Cost of
Collection. In the event that Am-Fab
incurs any cost or expenses in collecting any sums due
Am-Fab, under any invoice or in otherwise enforcing the
terms and provisions of any sales agreement, Customer
shall be responsible for and pay to Am-Fab immediately
upon demand any and such costs including, without
limitation, reasonable attorney's fees.
- Binding Effects.
This Agreement shall be binding upon and inure to the
benefit of parties hereto and their respective heirs,
successors and assigns.
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