Terms and Conditions of Sale
TERMS AND CONDITIONS OF SALE
OFFER & ACCEPTANCE: D.M.R. Associates, Inc. (DMR) is a manufacturer’s representative for the various suppliers, original equipment manufacturers (OEMs), of Products quoted in this proposal. All orders accepted by DMR and its suppliers are with the express condition that the Buyer agrees with the terms and conditions of this proposal and the terms and conditions set forth by the various suppliers (OEMs) represented herein. DMR and its suppliers failure to object to the provisions contained in the buyer’s purchase order or other communications shall not be deemed a waiver of the terms and conditions hereof or acceptance of such provisions. No representations or guarantees other than those contained herein shall be binding upon DMR and its suppliers unless made in writing and signed by an officer of DMR and its suppliers.
PRICE POLICY: Quotations, proposals are subject to acceptance within thirty (30) days from date of quotation.
TERMS: Standard terms of payment are net 30-days from date of invoice, subject to credit approval. Buyer shall be charged a finance fee of one percent (1%) per month on the overdue amount. On specific orders, the DMR, in its sole discretion, in writing may approve special payment terms when requested by Buyer prior to the order being placed.
TAXES: Sales taxes shall be added to the price contained herein and paid by the buyer. If not subject to sales tax, Buyer shall provide to DMR. Buyer’s sales tax exemption certificate, as applicable based on the ship to jurisdiction. Buyer shall defend, indemnify and hold harmless DMR from any and all liabilities resulting from Buyer’s failure to pay taxes (other than those taxes charged on an invoice from DMR to Buyer and paid to DMR by Buyer) resulting from this Agreement.
SECURITY INTEREST: Buyer hereby grants DMR and its suppliers a security interest in the Products supplied to secure payment of any amount due DMRand/or its suppliers under this agreement.
CANCELLATIONS: Orders are not subject to cancellation without DMR and its suppliers being reimbursed for any and all expenses.
SHIPPING AND DELIVERY: Shipment dates are an approximation and shall not be binding on DMR or its suppliers unless specifically agreed to in writing by an officer of DMR. DMR’s and its suppliers obligation to ship the Products shall be fully and completely discharged, and ownership, legal title, all risk of loss or damage and expenses incurred in the transportation and storage of the Products, including, without limitation, all insurance coverage, fees, taxes and other charges of any kind incurred with respect to the Products in transportation and storage, shall immediately pass to Buyer at the time that the Products are shipped F.O.B. from DMR’sor its suppliers manufacturing or warehouse facility.
DELAYS: Orders accepted by DMR and its suppliers shall be subject to, and DMR and its suppliers shall have no liability for, delays, failure to deliver or cancellation due to strikes, fires, the elements, delay from suppliers, force majeure or other causes beyond the DMR or its suppliers’ control, or any other cause which may affect DMR or its suppliers in the manufacture or shipment of the Products. Once DMR becomes reasonably aware that any order cannot be filled or of any delays in delivery, it shall promptly notify the Buyer.
CLAIMS: The responsibility of DMRand its suppliers ceases upon delivery of products in good order to the carrier. Claims for product shortages will not be considered unless made in writing to DMR within ten (10) days after receipt of the products and accompanied by reference to our bill of lading and factory order numbers. Any claims for damage or shortage in transit must be filed by customer against the transportation company.
INSTALLATION: This proposal does not include installation labor, supplies or rigging unless otherwise noted in the proposal.
RETURNED PRODUCTS: Special order products and or parts are non-returnable. Products may not be returned without advance written authorization of an officer of DMR. Authorized returned products are subject to handling charges, restocking fees and transportation costs and must be returned to suppliers as directed by DMR.
WARRANTY: Products provided by DMRare subject to individual supplier/original equipment manufacturer’s terms and conditions.
LIMITIATIONS OF REMEDY AND LIABILITY: Unless otherwise provided by law, DMR total liability under the Agreement, whether in law, equity, contract, infringement, negligence, strict liability or other otherwise, shall not exceed the price paid by Buyer under the Agreement for the Product or Service giving rise to the claim. Under no circumstance shall DMR be liable for special, incidental, indirect, delay or liquidated, punitive or consequential damages for any reason. “Consequential damages” includes, without limitation, loss of anticipated profits; business interruption; loss of use, revenue, reputation or data; cost incurred, including without limitation, costs for capital , fuel or power; loss or damage to property or equipment; and environmental clean-up. Any action arising under or relating to the Agreement, (whether based in law, equity, contract, infringement, negligence, strict liability, other tort or otherwise), must be commenced within one year from the date the claim arose. DMRassumes no obligation or liability for technical advice given or not given, or results obtained.
ASSIGNMENT: Buyer may not assign or delegate its obligations without DMR prior written consent. Any assignment contrary to this provision shall be a material breach of this Agreement. In the event of any assignments, whether approved by DMR or not, the Buyer shall remain the primary obligated party.
ENTIRE AGREEMENT: This agreement constitutes the entire agreement between the buyer and DMR with respect to the subject matter hereof and supersedes all prior agreements, communications and understandings of any nature whatsoever, whether oral, written or otherwise. This Agreement shall not be amended or modified except in writing signed by an officer of DMR.