Terms and Conditions of Sale
AGREEMENT OF SALE
Acceptance by Blue Ridge Technologies, (hereinafter “Seller”) of any order, placed for the goods described on the Acknowledgment, Invoice or Sales Contract hereof shall be subject to Seller’s Standard Terms and Conditions of Sale and is conditioned upon the Buyer’s acceptance of these Standard Terms and Conditions of sale as stated on this Sales Contract.
TERMS OF CONTRACT
Any terms or conditions of the Buyer’s order which are inconsistent with these Standard Terms and Conditions shall not be binding on the Seller and shall not be considered applicable to the sale or shipment of goods covered by this Acknowledgment, Invoice, or Sales Contract. PRICES: Prices are subject to change to the extent permissible under applicable federal law. Sales contracts which call for delivery in the future will be billed at prices in effect at the time of shipment. Shipping weights shown are approximate and subject to change without notice. Seller shall notify buyer of any significant changes in weight.
SHIPMENT AND PAYMENTS
All prices are F.O.B. Seller’s plant in Marietta, Georgia. No freight is allowed on any shipments. Shipments and deliveries hereunder shall at all times be subject to the approval of Seller’s Credit Department. Subject to credit approval, payment shall be made net thirty (30) days from the date of invoice unless otherwise agreed in writing. If payment is not timely made, Seller shall have the right to charge interest on the unpaid balance which shall accrue from the due date at a rate which is the lesser of 2% per month or the maximum legal rate. Seller may, at any time, require payment in advance or satisfactory security or guarantee that invoices will be promptly paid when due. If Buyer fails to comply with any terms of payment, Seller, in addition to its rights and remedies but not in limitation thereof, reserves the right to withhold further deliveries or terminate this Agreement, and any unpaid amount thereon shall become due immediately. Unless approved by Seller, all overseas and international shipments shall require prepayment by wire transfer, credit card or an irrevocable letter of credit from Buyer.
CREDIT CARDS
Credit card payments will be accepted by the Seller for US orders with a total value of less than US$2,500.00. Credit card payments will be accepted by the Seller for all International orders. Buyer must provide the Seller with complete credit card payment authorization upon ordering. In utilizing this payment method, the Buyer represents and warrants to the Seller that the Buyer shall make no charge-back to the respective credit card company for any amounts charged on the card. This representation and warranty by the Buyer shall in no way abridge the Buyer’s right to dispute any amount billed by the Seller.
FORCE MAJEURE
Delays or defaults in delivery by Seller of the goods covered by this Sales Contract shall be excused as Force Majeure so far as the same is caused by fire, strikes, accident, war, natural disasters, acts of God, terrorism, explosions, death, vandalism, armed robbery, theft, breakage of machinery, governmental regulation, or any other events which were unavoidable or caused by events which are beyond the reasonable control of Seller. In no event shall Seller be liable for any consequential, special, or contingent damages on account of any default or delay in delivery from any Force Majeure event. If any Force Majeure event occurs which may affect Buyer’s goods, Seller shall give prompt oral and written notice of its Force Majeure declaration to Buyer within 7 days or as soon as is practicable.
NON-CANCELLATION
Orders are not subject to suspension, reduction, or cancellation, except on terms that will indemnify Seller against loss. SPECIFICATIONS: Seller relies on specifications and other data furnished by the Buyer, architect, contractors, and/or consulting engineer in all phases of the work covered by this Acknowledgment, Invoice or Sales Contract. Seller shall be responsible to check quantities only. Alterations, changes in specifications, approval of samples, and/or changes in delivery shall not be binding upon Seller unless approved by Seller in advance. In the event Buyer asks Seller to perform design or engineering work for any and all phases of the work covered by this Acknowledgment, Invoice or Sales Contract, Seller shall not be responsible for any damages claimed by the Buyer as a result of alleged errors or defects in such design or engineering work except for gross negligence on the part of Seller.
WARRANTY ON NEW PRODUCTS
Seller warrants that the goods supplied by it have been manufactured in accordance with its standard manufacturing practices are non-defective and conform to the contract or catalog description for such goods. Except as stated herein, Seller makes no express warranty with respect to goods supplied by it and Seller makes no implied warranties of suitability or fitness for any particular purpose. Unauthorized or unapproved modifications or alterations of such goods without the express written approval of Seller shall void all warranties and indemnities granted herein. To satisfy its indemnity and warranty obligations, Seller will, at its sole option, credit, repair or replace, any goods supplied by it which its examination shall disclose to its satisfaction are defective in workmanship or material, and are returned to it within five (5) years from the date of shipment. Seller’s obligation to repair or replace any defective parts during the warranty period shall be Buyer’s exclusive remedy. Seller shall not be responsible for labor charges for removal or reinstallation of defective parts and shall have no liability for repairs required as a consequence of faulty installation, misapplication, abuse, improper servicing, unauthorized alteration or improper operation. Warranty and technical support on Blue Ridge Technologies products are only available after payment has been received in full.
WARRANTY ON REFURBISHED / USED PRODUCTS
Seller warrants that the goods supplied by it have been manufactured in accordance with its standard manufacturing practices are non-defective and conform to the contract or catalog description for such goods. Except as stated herein, Seller makes no express warranty with respect to goods supplied by it and Seller makes no implied warranties of suitability or fitness for any particular purpose. Unauthorized or unapproved modifications or alterations of such goods without the express written approval of Seller shall void all warranties and indemnities granted herein. To satisfy its indemnity and warranty obligations, Seller will, at its sole option, credit, repair or replace, any goods supplied by it which its examination shall disclose to its satisfaction are defective in workmanship or material, and are returned to it within thirty (30) days from the date of shipment. Seller’s obligation to repair or replace any defective parts during the warranty period shall be Buyer’s exclusive remedy. Seller shall not be responsible for labor charges for removal or reinstallation of defective parts and shall have no liability for repairs required as a consequence of faulty installation, misapplication, abuse, improper servicing, unauthorized alteration or improper operation. Warranty and technical support on Blue Ridge Technologies products are only available after payment has been received in full.
LIMITATION OF LIABILITY
Seller shall not be liable for any consequential, special, incidental, punitive or contingent damage or expense arising directly or indirectly from any defect in its goods or from the use of any defective goods or otherwise arising out of this contract or any purchase order. Seller’s maximum liability for any reason under this contract shall consist of the refunding of all monies paid by Buyer to Seller pursuant to this contract. Any controversy or claim arising out of, or relating to, this Acknowledgment, Invoice or Sales Contract, or the breach thereof, must be commenced within five (5) years of the ship date.
RETURNS
Material returned for credit is subject to a 25% restocking charge. Freight or other costs incurred in restocking will be added. Returns resulting from errors by the Seller will not be subject to the charge. Returned materials must be received by the Seller in condition for resale as new equipment to qualify for credit. Returned materials must be returned to the Seller within 30 days of receipt and shall only be accepted by the Seller with prior written authorization in the form of a Return Material Authorization (RMA). From the date the RMA is issued, the Buyer will have 30 days to return material to the Seller. For late returns, the restocking fee will increase 5% every thirty (30) days the return is late. Custom panels or materials, special order and non-stock items may not be returned or cancelled.
REPAIRS
Material returned for repair is subject to a minimum evaluation charge of US$175.00. Freight or other costs incurred in repair will be added. Repairs resulting from errors by the Seller or warranted failure will not be subject to the charge. Materials returned for repair shall only be accepted by the Seller with prior written authorization in the form of a Return Material Authorization (RMA). Return Material Authorization (RMA) issued for repair expire 30 days after the date of issuance.
SELLER RESERVES THE RIGHT TO SUBSTITUTE MATERIALS USED IN CONSTRUCTION OR EQUIPMENT SOLD PROVIDED SAID SUBSTITUTION DOES NOT MODIFY THE OPERATIONAL CHARACTERISTICS OF THE EQUIPMENT SOLD.
THESE TERMS OF SALE MAY BE MODIFIED WITHOUT NOTICE. THE TERMS OF SALE IN EFFECT AT THE TIME OF SALE SHALL APPLY. THE SELLER AS REFERRED TO IN THE TERMS OF SALE IS Blue Ridge Technologies.
CLAIMS
Claims for shortages of goods or for mistakes or errors in billing must be presented within forty-five (45) days from the date of goods; and must state the packing slip number and container number applicable to the claim. Any claim not so presented shall be conclusively deemed waived.
TAXES
Any federal, state, local or government tax or charge on the sale, shipment, or installation of the goods covered by the Acknowledgment, Invoice or Sales Contract, shall be added to the price and paid by Buyer or, in lieu thereof, the Buyer shall furnish Seller with tax-exemption certificates acceptable to the taxing authority. Buyer agrees to reimburse and save Seller harmless from all such state and local taxes, including interest and penalties thereon, which may at any time be payable to any governmental unit with respect to the sale of any goods covered by this Acknowledgment, Invoice or Sales Contract.
CREDIT BALANCE
Any credit memos granted to Buyer from Seller arising out of returned goods or other circumstances, which are not subsequently requested or applied to the purchase of other goods from Seller within twelve months from the date credit was granted, shall become the property of Seller.
APPLICABLE LAW
All questions arising out of this Acknowledgment, Invoice or Sales Contract, which shall be deemed a Georgia contract, shall be governed by the laws of the State of Georgia. Venue for any disputes arising out of this agreement shall be in Georgia. All disputes arising out of this agreement shall be resolved in the following fashion: the parties shall first engage in good-faith negotiation. If the parties are unable to settle their claims through good-faith negotiation, the parties shall attempt to resolve their dispute through mediation by an agreed upon mediator. Lastly, if mediation fails, the parties shall be subject to binding arbitration by an agreed upon arbitrator who is a member of the American Arbitration Association. The prevailing party in any arbitration or other legal action arising out of this agreement, and/or these terms and conditions of sale, shall be entitled to indemnification of all its attorneys’ fees, litigation expenses, and costs from the losing party.
EXCLUSIVE TERMS
This Acknowledgment, Invoice or Sales Contract, which includes these Standard Terms and Conditions, shall constitute the final and binding contract between the parties and shall take precedence over any other terms and conditions from the Buyer. Any changes or deviations from this Acknowledgement, Invoice or Sales Contract must be in writing and mutually agreed to by Buyer and Seller.
This policy was last modified on August 16, 2010