Delivery, inspection and rejection are governed by our Terms & Conditions of sale. The clauses that matter most to buyers are reproduced below, word for word, so nothing is lost in summary.
Delivery
- The Goods will be delivered within a reasonable time after the receipt of Buyer’s purchase order, subject to availability. Seller shall not be liable for any delays, loss, or damage in The quantity of any installment of Goods as recorded by Seller on dispatch from Seller’s place of business is conclusive evidence of the quantity received by Buyer on delivery.
- Unless otherwise agreed in writing by the Parties, Seller shall deliver the Goods to the address specified by Buyer in its purchase order (the “Delivery Point”) using Seller’s standard methods for packaging and shipping such Goods. Buyer shall take delivery of the Goods within three (3) days of Seller’s written Notice (defined below in Section 12(g)) that the Goods have been delivered to the Delivery Point. Buyer shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Point.
- Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order.
- Seller shall not be liable for any non-delivery of Goods (even if caused by Seller’s negligence) unless Buyer gives written Notice to Seller of the non-delivery within ten (10) days of the date when the Goods would in the ordinary course of events have been received. If liability is nonetheless deemed to attach to Seller because of a non-delivery, then any such liability shall be limited, in Seller’s sole and absolute discretion, to: (i) replacing the Goods within a reasonable time after receipt of Notice from Buyer, or (ii) adjusting the invoice respecting such Goods by an amount equal to the lower of either (A) an adjustment reflecting the actual quantity of Goods delivered; or (B) an amount equal to actual compensatory damages demonstrably suffered by the Buyer.
- Notwithstanding the foregoing, if Seller delivers to Buyer a quantity of Goods of up to ten percent (10%) more or less than the quantity set forth in the Sales Confirmation, Buyer shall not be entitled to object to or reject the Goods or any portion of them by reason of the surplus or shortfall and shall pay for such Goods the price set forth in the Sales Confirmation adjusted pro rata.
Title, risk of loss and security
- Notwithstanding Buyer’s indication of a Delivery Point or the use of any shipping terms or INCOTERMS in Buyer’s purchase order or in the Sales Confirmation, title to, and risk of loss of, the Goods, passes to Buyer at Seller’s warehouse, immediately upon Seller making the Goods available for pickup by a carrier.
- As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a first priority security interest in and to all the right, title and interest of Buyer in, to, and under, the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the New York Uniform Commercial Code.
- Buyer grants to Seller an irrevocable power of attorney to do and perform, or cause to be done and performed, all acts, deeds, and things necessary or convenient (as determined by Seller) to effectuate the purpose of the foregoing, including without limitation the execution and delivery by Seller of documents and instruments in Buyer’s name, including financing statements, and any amendments, extensions, or terminations thereto, without the need of any prior Notice to Buyer.
Inspection and rejection of nonconforming goods
- Buyer shall inspect the Goods within five (5) days of the date when the Goods would in the ordinary course of events have been received (“Inspection Period”). Buyer will be deemed to have accepted all Goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by “Nonconforming Goods” means only the following: (i) product shipped is different than identified in Buyer’s purchase order; or (ii) product’s label or packaging incorrectly identifies its contents.
- If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection As directed by Seller, Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller’s facility located at 2902 W 37th St., Brooklyn, NY 11224. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer’s shipment of Nonconforming Goods, ship to Buyer, at Buyer’s expense and risk of loss, the replaced Goods to the Delivery Point.
- Buyer acknowledges and agrees that the remedies set forth in Section 8(b) are Buyer’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section 8(b), all sales of Goods to Buyer are final and Buyer has no right to return Goods purchased under this Agreement to Seller.
Limitations of warranty
- All Goods are provided with only existing manufacturer’s warranties, if any, and are in each case subject to the terms and conditions thereof. Buyer is solely responsible for reviewing, understanding, and complying with the terms of any such applicable warranties. Seller is not responsible for handling any warranty claims, all of which shall be addressed directly with the respective manufacturers of the Goods.
- SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; AND (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR SELLER SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY FOR ANY INCORRECT LABELLING, DESCRIPTION, DEFECT, ERROR, OMISSION, AND NONCONFORMITY WHATSOEVER OF THE GOODS WITH THEIR MANUFACTURER SPECIFICATIONS, CERTIFICATIONS, OR DESCRIPTIONS, ALL OF WHICH ARE SUPPLIED TO SELLER BY THE MANUFACTURERS OF THE GOODS, AND WHICH SELLER PROVIDES TO BUYER “AS-IS” AND “WITH ALL FAULTS” WITHOUT AN INDEPENDENT INVESTIGATION AS TO THEIR ACCURACY.
These are extracts. Read the full Terms & Conditions for the complete agreement, including prices, payment terms and limitations of liability.