Terms and Conditions
1. TERMS. The goods set forth on the packing slip hereof are hereby acknowledged to be purchased and sold pursuant to the Terms and Conditions hereof: and those of the Credit Application agreement completed by Buyer, and the sale of these goods by Motion Solutions (Seller) is expressly conditioned upon the assent by Buyer to the terms and Conditions set forth herein, notwithstanding the existence of any inconsistency between these terms and the terms of any written or verbal purchase order made by Buyer. The Terms and Conditions set forth herein shall similarly apply to future orders from and sales to Buyer.
2. PRICE. Shortly before or after delivery, an invoice is mailed or will be mailed to Buyer, which invoice sets forth the price of the goods sold hereby, as agreed upon between Buyer and Seller. If there is any discrepancy between the prices agreed upon between Buyer and Seller and the prices indicated on the invoice, Buyer must within ten days of receipt of said invoice notify Seller by certified return receipt requested mail of that discrepancy.
3. CLAIMS OF SHORTAGE OR DAMAGE. All claims for shortage and/or damaged must be made to Seller in writing by return receipt requested mail within fifteen days of discovery, but no later than one month from the date of delivery.
4. PAYMENTS. Payment is to be made to Seller at its business offices address shown on the packing slip. In the event Buyer fails to make any payments when due to Seller, than any and all Buyer’s accounts with Seller there shall become immediately due and payable.
5. GENERAL TERMS. Payment of this invoice is due upon presentation and shall ne delinquent after thirty days. The following terms shall apply in conjunction with the Terms and Conditions of this invoice and/or Credit Application: a) Deferred Price Differential – A 5% deferred price differential is charged monthly on all outstanding obligations remaining outstanding and unpaid after ninety days from the date of service. b) Interest on Delinquency – All past due obligations shall bear interest at the rate of 1.5% per month but in no event more than the maximum amount allowed by law in which event the interest rate shall be the maximum allowed by the law. c) Jurisdiction – The judicial system of Seller’s address shall be designated as having exclusive jurisdiction of any dispute between Buyer and Seller. d) Attorney’s Fees – Buyer agrees to pay all costs and reasonable attorney fees incurred in collection of all past due invoices and accounts. Buyer agrees to pay collection costs up to 25% of the sum due to Seller. e) Tax – Should any tax by imposed at any time by law, government agency and/or board affect the merchandise billed herein, Buyer agrees to pay such tax in addition to the amount of each invoice.
6. LIMITATION OF LIABILITY, REPRESENTATIONS AND WARRANTIES. Seller shall not, under any circumstances, be liable for special or consequential damages such as, but not limited to, damages or loss of other property or equipment, loss of profits or revenue, loss of capital, loss of purchased or replaces goods, or claims of customers for service interruptions. Remedies of the Buyer set forth herein are exclusive. The liability of Seller, with respect to any contract or anything done in connection herewith, such as the performance or breach thereof, of from the manufacture, sale, delivery, resale, installation, or use of any goods covered by or furnished by Seller, whether arising out of contract, negligence, strict tort, or under any other warranty or otherwise, shall not exceed the price of the goods upon which the liability is based. There have been no express representations or warranties made by Seller with respect to the goods listed on the packing slip hereof.
7. WAIVER. A waiver of any terms or conditions of the credit application and/or this invoice shall not be deemed a general waiver for any other transactions.
8. DELAYS. Seller shall not be responsible for any damage to Buyer as a result of any delay in delivery. Any and all delivery dates given by Seller are estimates only. Buyer is cautioned to make allowances for delays and is warned that Seller shall not be liable to buyer for delays in delivery.
9. SEVERABILITY. If any provision or cause of these Terms and Conditions or the Application thereof to any person or circumstance is held invalid or unconscionable, such invalidity or unconscionability shall not effect other provisions or applications of the Terms and Conditions which can be given effect without the invalid or unconscionable provision or application and, to this end, the provisions of this document are deemed to be severable.
10. ENTIRE AGREEMENT. This agreement is to be interpreted together with any “Credit Application Agreement” previously entered by Seller and Buyer. They may not be modified or terminated, except by a document in writing signed by the parties hereto at a date subsequent hereof.