STANDARD TERMS AND CONDITIONS FOR THE SALE OF GOODS AND/OR SERVICES BY RIPAC AMERICA, INC. (“SELLER”)
All orders are booked subject to acceptance by Seller. Acceptance of an order by Seller constitutes a complete and binding contract governed by the terms and conditions set forth herein and by the laws of the State of New Jersey. Seller is not bound by any provisions in Buyer’s purchase order or other document, if any, which may impose any term or condition in addition to or at variance with the terms and conditions herein. Seller’s failure to object to provisions contained in such purchase order or other document, if any, shall not be deemed to be a waiver of the terms and conditions herein which shall constitute the entire contract between the parties.
2. PAYMENT AND DELIVERY
No discount may be taken unless specified on Seller’s order confirmation and/or invoice. Seller’s payment and delivery terms shall be specified on Seller’s order confirmation and/or invoice. A finance charge of 1.5% per month will be computed (and due and payable) on all past due balances but shall not exceed the maximum permissible rate. Any delivery dates noted on Seller’s order confirmation and/or invoice are subject to reasonable adjustment by Seller. Shipment or tender of delivery prior to receipt of written cancellation shall constitute good delivery. Charges for freight shall include freight, handling and other related costs and fees.
3. IMPORTED GOODS
In the case of imported goods, Seller will order such goods from a foreign exporter from whom it believes it can procure goods of good quality and will deliver such goods when received in the United States, f.o.b. port of arrival unless noted to the contrary on Seller’s order confirmation and/or invoice. In the event any such foreign exporter for any reason fails or refuses to fulfill its contract(s) with Seller, without fault on Seller’s part, the obligations of Seller shall terminate and cease. It is expressly understood and agreed that the actual receipt in the United States of goods shall be a condition precedent to Seller’s liability to deliver and the failure of goods to arrive due to any cause or condition beyond Seller’s control shall be sufficient excuse for nondelivery. In the event definite prices are not made, imported goods will be invoiced at a price that will allow Seller a reasonable importer’s fee for doing the business and which would cover all charges for United States tariff duties, insurance, transportation, and any other items necessary to obtain and secure the goods and Buyer agrees to pay such price upon delivery of the goods.
Taxes attributable to the sale shall be paid by Buyer. In the event any special taxes, sales or occupation taxes or new or additional customs duties are levied by the United States or any jurisdiction of the United States upon the goods specified in Seller’s order confirmation and/or invoice prior to delivery of such goods, then the prices for such goods shall be so increased.
Seller reserves the right (at any time without notice) to limit or cancel the credit of Buyer as to time and amount and, as a consequence, may require payment by (A) cash before delivery, (B) cash payment of sight draft against Bill of Lading or, (C) cash on delivery. Seller may demand payment in cash before delivery of any unfilled portion of this contract. In the event of breach or repudiation by Buyer or any guarantor of any contract with Seller, or in the event of the commencement of any bankruptcy, insolvency, reorganization or arrangements proceeding with respect to Buyer or any guarantor, or in the event Buyer fails to pay, when due, any amount to Seller, or in the event Buyer or any guarantor becomes insolvent, or calls a meeting of its creditors, or makes any assignment for the benefit of creditors, Seller may, without liability, and without notice, cancel this and/or any other contract with Buyer. In the event of such cancellation, Buyer and each guarantor shall remain liable for damages and all amounts due Seller.
6. CONTINGENCIES AND CLAIMS
Seller shall not be liable for any embargo, act of governmental authority, labor trouble, accident, riot, casualty, Act of God, fire, flood, war, disease or other condition or cause of like or unlike nature beyond the control of Seller which interferes with or affects any goods sold or the production, supply or transportation thereof. In any such event, Seller may, without notice to Buyer, postpone the delivery dates under this contract for a time, which is reasonable under all the circumstances, or make partial delivery or cancel all or any portion of this and/or any other contract with Buyer. Buyer must accept delivery of the goods regardless of any claim, but such acceptance shall be without prejudice to such claim. However, no claim may be asserted unless made in writing by Buyer to Seller within thirty (30) days after any defect in the goods or in Seller’s performance becomes or should become apparent. Pricing and/or quantity discrepancies must be reported to Seller within 72 hours within receipt of goods. Short payments must be documented with remittance at the time of payment. Returns will be authorized only by Seller’s customer service and returned material must be in good, salable condition. No item will be authorized for return after thirty (30) days of receipt by Buyer.
Seller’s liability with respect to all goods and/or services whether for breach of express or implied warranty or contract, defective goods, nondelivery, negligence or otherwise is strictly limited in amount to the lesser of the purchase price or Buyer’s documented out-of-pocket loss. In no event shall Seller be liable for incidental, consequential or special damages or for loss of profits. Buyer waives all warranties on merchantability or otherwise.
7. ENTIRE CONTRACT
This document contains all of the terms and conditions of the contract between Seller and Buyer with respect to all goods and/or services and said contract cannot be altered or modified except in writing signed by Seller. There are no agreements, conditions, express or implied warranties or representations with respect to all goods and/or services other than those herein expressly set forth or otherwise specifically agreed to in writing by Seller. These terms and conditions are established and may be amended from time-to-time, solely by Seller. To the extent permitted by applicable law, Buyer shall be responsible for all expenses (including legal and collection fees) incurred by Seller in enforcing this contract. This contract shall be governed by New Jersey law and any state court sitting in Morris County, New Jersey shall have exclusive jurisdiction over any matter relating to this contract. In the event any provision contained in this document should be judged to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not in any way be affected thereby. Also, Buyer waives all rights as to a jury trial. Pricing and all other non-standard terms of this contract are confidential and, unless requested by court order, shall not be disclosed by Buyer to any third party (Buyer to give prompt notice to Ripac of any court order).
Seller is authorized to contact each credit and bank reference disclosed on any credit application or otherwise disclosed as well as each credit bureau or credit reporting agency and to obtain from any of the foregoing information which Seller deems necessary to enable it evaluate Buyer’s and any guarantor’s credit and/or credit application. Buyer and any guarantor authorizes all references disclosed by Buyer to release to Seller all information requested by Seller pertaining to Buyer’s or any guarantor’s accounts, business practices and credit history. The seller is also authorized to use any credit rating, credit investigation or credit reporting services. All such references and services are authorized by Buyer and each guarantor to disclose to Seller all information concerning Buyer and each guarantor in their possession. Seller is authorized to answer questions about its credit experience with Buyer and each guarantor and share this information with other parties which may provide financing for Buyer and/or each guarantor.