TERMS & CONDITIONS OF SALE
1. ACCEPTANCE: All orders are subject to acceptance at Home Office of FWE / Food Warming Equipment Company, Inc. (Seller), under the following terms and conditions of sale, regardless of any variance of any order form or other conditions or document submitted by Buyer. The issuings of a purchase order from Buyer is a binding agreement of acceptance of Sellers Terms and Conditions, regardless of any variance of terms as stated in the Buyer’s purchase order . All orders are subject to changes and prices in effect at time of delivery, together with transportation costs and applicable taxes. Receipt of our price list does not constitute an offer to sell. No modifications of these terms and conditions shall bind Seller unless expressly stated in writing by Seller. A factory acknowledgement shall be issued by Seller and order shall become binding. Representative, Dealer or Distributor is not authorized to bind orders or obligate Seller.
2. SHIPMENTS: Unless otherwise expressly agreed in writing, all prices are F.O.B. Seller’s factory. Delivery dates are approximate, subject to normal variations customary in the industry, and unforeseen delays and/or acts of God or war. Seller shall not be liable for any damages to Buyer as a result of delayed shipment. When routing is not specified by Buyer, shipments will be routed by Seller. Shipping weight may vary due to crating material and methods.
3. PRICES: Prices are subject to change without prior notice. Prices do not include any applicable federal, state city, or local manufacturers excise, sale, use or other taxes. Unless a completed and signed applicable tax exemption certificate is provided, or on file, Seller may be imposed upon by Governmental authorities to asses and add to the price of goods taxes that are to be paid by Buyer. In absence of either, it is assumed that and it is the responsibility of Buyer to self asses and remit all applicable tax to the appropriate authorities. Additional costs incurred due to changes requested by Buyer, after Seller has acknowledged and scheduled order, will be chargeable at reasonable, customary fees for such changes.
4. PAYMENT: Invoices payable in US dollars, only. Open account terms are Net 30 days from date of invoice, subject to Seller’s credit department approval. Modified or customized units may require a deposit of 50%, and up to 100% of total. Custom equipment is not returnable. As allowed by law, past due invoices are subject to 1-1/2% carrying charge per month on unpaid balance (18% per annum), in order to reimburse Seller for estimated administrative and other costs associated with delinquent accounts. Buyer agrees that such a charge is a fair and reasonable estimate of the costs Seller will incur by reason of Buyer’s being in default, and that ascertaining Seller’s actual damages would be impracticable. This charge is not an alternative performance provision. In the event Buyer defaults in the terms of payment, Seller may recover from Buyer all costs of collection, including without limitation reasonable attorney’s fees, whether or not such collection includes the commencement of a lawsuit.
5. SUSPENSION OF SELLER’S PERFORMANCE: If buyer is past due in payment of any amount owing to Seller, or if in Seller’s judgement reasonable doubt exists as to Buyer’s financial responsibility, Seller reserves the right, without liability, to suspend performance, decline to ship, or recall any merchandise in transit until Seller receives payment of any and all amounts owed to Seller.
6. DESIGN AND SPECIFICATIONS: FWE, Food Warming Equipment Company, Inc. reserves the right to make changes in design and specifications or add improvements on our equipment. The right is also reserved to modify our equipment because of factors beyond our control and government regulations. Seller makes no representation that the product complies with any present or future federal, state, or local regulations. Compliance is Buyer’s responsibility. If certification labels by approved testing agencies are required, consult with factory prior to ordering. Seller shall in no case be responsible for special or consequential damages or any other obligation or liability with respect to products sold by Seller. (Prices, dimensions, specifications, capabilities, and accessories are subject to change without notice.)
7. CUSTOM ORDERS: Once custom / or modified products have been scheduled for production, orders cannot be changed or cancelled. Custom and/ or modified products may not be returned.
8. RETURNS: Merchandise may not be returned, unless specifically authorized in writing and given a return materials authorization (RMA) number by Seller. Invoice must be paid in full prior to Seller issuing an RMA. All equipment must be original crating or better and it is the responsibility of buyer to assure all returns are protected from damage(s). All transportation charges are to be prepaid by Buyer. Credit to Buyer will be issued minus a restocking charge (contact factory for restocking charge) based on Net invoice amount of equipment, together with any other costs necessary to restore the item to first class condition. (Custom and / or modified equipment, equipment built to Buyers specifications, and used equipment is not returnable.)
9. DAMAGE CLAIMS: All goods shipped from factory on behalf of Buyer are at Buyer’s risk. If a shipment is lost or damaged in transit, Buyer must make his claim directly with the carrier. Seller’s responsibility ceases upon receipt of Bill of Lading from carrier. Visible damage should be noted on carrier’s receipt, and after merchandise is unpacked and inspected, any claim for damage must be filed promptly with the delivering carrier by Buyer. In cases of concealed damage, save all packaging, immediately notify carrier of intention to file a claim. All orders for replacement merchandise due to freight damage will be invoiced under Seller’s regular terms. Any reimbursement or credit is the responsibility of the freight company. Buyer may not withhold payment of Seller’s invoice because of pending freight claim settlement.
10. TITLE AND RISK OF LOSS: Full risk of loss and title passes to Buyer upon delivery of the merchandise to a carrier at the F.O.B. point. Buyer grants seller a security interest in the merchandise to secure payment in full, together with a power of attorney to execute and file in Buyer’s name any necessary financing statements to perfect such security interest. Upon Buyer’s default in payment, Seller may repossess the merchandise, and Buyer agrees to return same to Seller. Additionally, Seller may pursue any other remedies available to law.