Standard Terms and Conditions of Sale
These terms and condition govern the sale of Product(s) and provisions of Services provided by the “Seller” for use by the “Buyer” (MTM) for use in its products or services. These Terms and Conditions of Sale (Agreement) take precedence over Sellers supplemental or Standard Terms and Conditions of Sale to which notice of objection is hereby given. Neither Seller’s commencement of performance or delivery shall be deemed or construed as acceptance by the Buyer of Seller’s Supplemental or Standard Terms and Conditions. MTM’s failure to object to conflicting or additional terms will not change or add to the terms of this agreement. Buyer’s acceptance of the Products and/or services from the Seller shall be deemed to constitute acceptance of the Terms and Conditions contained herein.
Orders: All orders placed by the buyer are subject to acceptance or confirmation by the Seller. Any performance by the Seller will constitute acceptance and confirmation by the Seller of the Terms and Conditions of the Purchase agreement and/or Contract. Orders may not be cancelled or rescheduled without the Buyer’s written consent.
Prices: The Purchase Order(s)/ Agreements must not be filled at a price higher than shown on the Buyer’s Purchase Order(s)/ Agreement (hereinafter – Order). Any change to the Purchase Order price or any Terms and Conditions must be authorize in writing by thee Buyer. Seller hereby agrees and represents that prices charged for Deliverables (product or services) provided hereunder are not in excess of prices charged for other customers of Seller for Orders of similar quantities of substantially similar goods or services on comparable items. At Buyer’s option, Seller shall provide a refund or credit for any excess amount charged to the Buyer.
Taxes: Unless otherwise specified elsewhere in writing by the Buyer, the prices set forth in this order, all applicable Federal, State and local taxes are inclusive in the selling price.
Invoices and Payment Terms: Invoices shall be billed to and submitted by Seller as instructed on the Order. Invoices shall contain information such as: Order number, item number, description of product or service, sizes, quantities, unit process, and totals, Bill of Lading, or express receipt tracking information, in addition to any other specified by the Buyer’s Accounting Department for processing of payment.
Payment Terms are hereby Net Thirty Days (Net 30) unless otherwise agreed to and in wiring by the Buyer. Buyer reserves the right to reduce payment amount if offered prompt payment discounts by the Seller based upon the date of the Invoice and receipt of product from the Seller.
Delivery and Title: All deliveries made to the Buyer shall be made FOB Buyer’s dock unless agreed to in witting by the Buyer. Tile and Risk of Loss shall transfer to Buyer upon delivery and acceptance of the product or satisfactorily completion of the service.
Warranty: Seller warrants that all Deliverables provided hereunder, will be free from defects in workmanship, material, and performance and will conform to the requirements as specified in the Order and/ or drawing/ specifications.
Limitation of Liability or Indemnification: Seller shall hold the Buyer harmless and promises to defend and indemnify the Buyer of any and all losses, claims, damages, fines, penalties, costs, and expenses (including attorney’s fees), which are caused in whole or in part by 1) the Seller by providing defective or non-conforming Deliverables, or 2) In breach of seller’s obligations under this Order, or 3) the acts or omissions of Seller or Sellers employees, agents or subcontractors.
Termination for Convenience: Buyer reserves the right under to cancel in whole or in part any time it’s Order(s) by written notice of any type. Upon such termination, Seller shall to the extent at the time as specified by the Buyer, stop all work as described in the termination notice. Seller shall proceed promptly to comply with the direction of the Seller and protect the Buyer to stop from incurring additional costs in respect to materials, labor, or any other charges that are controllable and beyond he date and scope of the termination.
Termination for Cause/ Default: In the event that he Buyer issues a cancellation due to cause, the Seller shall immediately cease all and any actions or performance that incur additional costs against the Buyer. It is understood that “Time is of the Essence” and Buyer may by written notice terminate in whole or in part this agreement for lack of performance and or delivery for product or services that are under Order. In addition, Buyer has the right to terminate the order as stipulated above, in the event the Seller does not replace or correct the Deliverable that has caused the Buyer to terminate the Order.
In the event the Buyer terminates pursuant to this clause, Buyer, in addition to other remedies provided herein, may procure, upon such terms the Buyer may deem appropriate, similar or alternate product or services as terminated at the Seller’s expense. The seller shall be liable to Buyer for any excess expense incurred as a result of having to terminate this Order.
Buyer’s Protection in Connection with Work Performed at its Facility: Seller shall in terms of work performed at the Buyer’s facility, take such steps as reasonable and necessary to prevent injury or property damage. Seller agrees to defend, indemnify and hold harmless the Buyer from and against all loss and liability arising from or caused by the Seller or its agents. Seller shall maintain and carry at all-times insurance, including but not limited to Workman’s Compensation and Occupational Disease Acts and Employee’s Liability and Compensation Insurance sufficient to protect Buyer against any and all liability or claims.
Compliance with Laws: Seller represents and warrants that it will comply with any and all applicable local, state or federal laws.
Government Contracts: For Deliverables involving or subject to a government contract under an Order, Seller shall comply with any and all pertinent provisions required by the government included but not limited to executive order, regulations, and directives to the extent that they apply including but not limited to applicable provisions or supplements or amendments of the Federal Acquisition Regulations (FAR).
Applicable Law: The laws of California, specifically, those of Alameda County will exclusively govern any dispute between the Buyer and Seller. This shall be without regard, to any conflict in law rules that would result in the application of the laws of another jurisdiction and the parties hereby further waive any objections based on “venue or forum non convenius”.
Complete Agreement: This order and any specifications, drawings or referenced technical data in the Order constitutes the entire agreement between the Seller and Buyer, No other terms and conditions are binding on Buyer unless explicitly accepted and sated in writing. In the evet of conflict between the Order and any other documents, this Oder shall take precedence.