Terms and Conditions of Sale
- 1. Orders. Orders are subject to acceptance at home office of the seller.
- 2. Assignment. Purchaser may not assign this Agreement without Hyspan's
prior written consent.
- 3. Written or Typed Provisions Govern. In the event of a conflict between
any of the printed provisions hereof and any written or typed provision hereof,
the written or typed provisions shall govern. Clerical and stenographic errors
are not binding and may be corrected by Hyspan at any time after discovery.
- 4. Designs. All designs
and specifications shown in seller's catalog are subject to change without
- 5. Liability. The buyer shall
remain primarily liable for the purchase price, and the seller shall not be
obliged to accept any term or condition of payment which would shift said
liability to a third person not a party to the contract of sale, whether or not
such third person is the United States Government, its agents or
- 6. Weights and Dimensions.
Shipping weights and dimensions given in seller's catalog are as close to actual
as practicable but are not guaranteed. No claims shall be allowed because of any
discrepancy between actual weights or dimensions of material shipped and listed
- 7. Shipping and Packing. All
material is carefully packed for shipment, and seller shall not be responsible
for loss, delay or breakage after having received, in good order, receipts from
the transportation company. All claims for breakage, loss, delay and damage
should be made to carriers, but seller shall render buyer all possible
assistance in securing satisfactory adjustment of such claims. In the absence of
directions, goods shall be shipped by the method and via carrier seller believes
dependable. Goods held in factory beyond delivery date for convenience of buyer
shall be invoiced on date of completion and terms of payment shall apply as from
invoice date. Such goods shall be subject to charges for warehousing and other
expenses incident to such delay.
- 8. Cancellation. Orders are not
subject to cancellation or change in specifications, shipping schedules or other
conditions originally agreed upon without seller's consent, and then only upon
agreement to compensate seller for loss caused by such cancellation or changes.
- 9. Cost Analysis. No cost analysis
of the cost of manufacturing the equipment sold shall be supplied, and no
examination or audit of the seller's books and records shall be permitted for
any reason whatsoever.
- 10. Compliance with Laws. Seller
has complied with all applicable Federal, State and local laws and regulations
in connection with the manufacture and sale of all equipment. No responsibility
or liability shall be taken for import duties, laws, regulations or taxes
imposed by any foreign country.
- 11. Taxes. Any manufacturer's
excise tax, use tax, sales tax, or tax or duty of any nature whatsoever arising
out of or assessed against orders, shall be added to the prices quoted or
invoiced and shall be paid by the buyer; in the event seller is required to pay
any such taxes or duties, the buyer shall reimburse seller therefore, unless
buyer shall provide seller at the time an order is submitted with exemption
certificates or other documents acceptable to taxing or customs authorities.
- 12. Shipping Date. Seller shall
not be liable in any way for any default or delay in shipping due to
contingencies beyond its control, or the control of its suppliers or
sub-contractors, which prevents or interferes with the seller making delivery on
the date specified. In the event of delayed or extended shipping dates, and the
buyer changes shipping instructions, any additional shipping charges shall be
paid by the buyer as a part of the purchase price.
- 13. Returns for Credit. No returns
for credit shall be accepted unless seller's permission has been obtained in
each case in advance. Only sizes and designs taken from seller's regular line
which are in active demand can be accepted for credit. Credit shall be based on
prices prevailing at the time of return, or invoiced price, whichever is lower,
subject to deduction for handling and an additional deduction for expenses
incurred in restoring goods to salable conditions. Obsolete or specially
manufactured goods can be accepted for return or credit only to the extent of
value to seller in each case. No credit shall be issued to other than the
- 14. Risk of Loss. Risk of loss
shall pass to the buyer upon delivery to the transportation company. If goods
are held in the factory beyond the shipping date for buyer's convenience, the
risk of loss shall pass to the buyer upon the date originally scheduled for
shipping. The buyer shall pay all costs of insurance from the time the risk of
loss passes to the buyer.
- 15. Finance Charge. In the event that buyer has
not tendered payment within the time set forth in the order, seller may charge
the buyer a finance charge on the then due amounts until payment is actually
received by seller. The finance charge will be based on an interest rate of 1.5%
per month on principal due or One Hundred Dollars ($100.00) whichever is more.
The right of seller to apply such finance charge is in addition, and not in
lieu, of any other right the seller may have against the buyer for breach under
a sales agreement.
- 16. Shipping Costs. Unless
otherwise specified, buyer shall pay all costs of shipping. Seller's sole
responsibility shall be to deliver the goods to the shipper at seller's factory.
- 17. The Warranty. The sole
warranty applicable to goods manufactured or sold by seller shall be the limited
warranty which is incorporated herein.
- 18. Attorney's Fees. In the event
either party is required to bring an action in connection with these terms or
conditions of sale, or any action in connection with collection of amounts due
hereunder, the prevailing party shall be entitled to recover all of its costs or
expenses, including reasonable attorney's fees.
- 19. Applicable Law. This agreement
shall be construed in accordance with the laws of the State of California in
effect on the date hereof. The parties agreed that the proper forum for any
action pursuant to this agreement is by the State of California, County of San
- 20. Price Changes. In the event
any prices are not set forth in seller's Marketing Handbook or catalog, such
prices are subject to change without notice.