Terms and Conditions
Terms and Conditions for Website Orders
1. Offer and Acceptance. The receipt of an order by Seller from Buyer is an offer by the Buyer to
purchase the product(s) ordered from Seller. A contract is made after: (i) Seller issues a Sales Order
to Buyer; and (ii) the required payment(s) is made by Buyer and received by Seller. The contract
terms will be: (i) the terms of the Seller's acceptance, and (ii) these Terms and Conditions for Website
Orders. Seller has no obligation to sell Buyer any product until (i) Seller has issued a Sales Order,
and (ii) Seller has confirmed received of the deposit from Buyer.
2. Sale Orders. The Sales Order confirms the price, quantity, estimated delivery date, delivery
location, and shipment method. Buyer shall not alter, cancel, reschedule, or delay delivery, without
the written approval of Seller, though Seller will endeavor to accommodate all reasonable requests of
Buyer. Seller shall use best commercial efforts to deliver product(s) timely and on or before the
estimated delivery date identified in the Sales Order and Buyer acknowledges that timely fulfillment is
a function of all required payments to be made by Buyer in a timely manner.
3. Shipment Method. The shipment method is indicated on the Sales Order. Cost and risk
responsibility will be consistent with Incoterms® 2020. Any mode of shipment of which cost is the
responsibility of Buyer and is being paid for by 1Seller will be invoiced separately by Seller at the time
of shipment and due immediately on receipt.
4. Taxes and Import Costs. In addition to the price of the product(s) specified in the Sales Order,
Buyer shall pay all taxes applicable to the price, sale or delivery of any product(s) (including sales,
value-added, import, export, excise, or other tax), customs fees or tolls, duty, tariffs, importation,
stamp, storage, customs brokerage, and any clearance costs required for the product(s) to be
delivered to Buyer (“Taxes & Import Costs”). Taxes and Import Costs shall be paid by Buyer and will
be invoiced on landing, with the invoiced amount payable due on receipt.
5. Payment Terms. All amounts and payments hereunder are denominated in U.S. Dollars and shall
be paid in accordance with the terms outlined in this Sales Order.
6. Consequential Charges. In the event, Buyer fails to make a required payment when due and in
addition to any remedy available to Seller by law, (a) interest on all overdue amounts shall be and
accrue at a rate of 1.5% per month from the due date until paid in full; and (b) all charges, expenses,
and costs, whether direct or indirect, incurred by Seller as a result of Buyer failing to make a required
payment when due shall be the responsibility of Buyer.
7. Force Majeure and Excusable Delay. Seller shall not be liable for any damages of any kind for
delayed or non-performance if such delay or non-performance is due directly or indirectly to: (a) Buyer
or its agents; (b) an event of force majeure; or (c) causes beyond Seller’s reasonable control.
8. General Warranty. With respect to all product(s) to be delivered under a Sales Order, Seller
warrants that such product will: (a) be of merchantable quality; (b) free from any defects in
workmanship, materials, and design, (c) be manufactured, packaged, labeled, handled, and shipped
by Seller or its agents in a good and workman-like manner at quality levels consistent with industry
standards and in agreed product specifications; (d) operate as intended; and (e) be free and clear of
all liens, security interests or other encumbrance.
Terms and Conditions for Website Orders
9. General Description. Any descriptions or illustration contained in Seller's catalogs, price lists,
website or other advertising materials are intended merely to present a general description of the
product(s) and shall not form a part of the contract.
10. Rejection of Delivered Product. Upon receiving possession of the product(s), Buyer shall have
fifteen (15) days to inspect the product(s) to determine if the product(s) conforms to the agreed
product specifications or if there is a manufacturing defect. If Buyer, in good faith, determines that all
or a portion of the delivered product(s) does not meet the agreed product specifications or there is a
manufacturing defect, Buyer must provide within three (3) business days of inspection written notice
to Seller.
11. Indemnity. In no event, whether as a result of breach of contract, indemnity, warranty, tort
(including negligence), strict liability or otherwise, shall Seller have any liability to Buyer or its insurers
for any loss, damages, fines, penalties or injury arising out of, connect with, or resulting from the
contract, or from its performance or breach, or from the use or consumption of the product(s) by Buyer
or any subsequent user of the product(s).
12. Limitations of Liability. The total liability of Seller, of any kind, whether in contract, indemnity,
warranty, tort (including negligence), strict liability, or otherwise arising out of or related to the
contract, its performance or breach, or from use of any product(s), shall not exceed the price allocable
to the part of the particular product giving rise to the claim. In no event, whether as a result of breach
of contract, indemnity, warranty, tort (including negligence), strict liability, or otherwise, shall Seller or
its subcontractors, or suppliers be liable for loss of profits or revenues, loss of use of the product(s),
cost of capital, cost of substitute product(s), downtime costs, claims of Buyer or Buyer's customers, for
such damages, or for any special, consequential, incidental, indirect or exemplary damages, or
penalties of any kind. For purposes of Sections 11 and 12, the term "Seller" shall mean Seller, its
directors, officers, agents, employees, successors and assigns, authorized representative,
subsidiaries and affiliates, subcontractors and suppliers and their respective agents and employees,
whether individually or collectively.
13. Compliance with Laws. All transactions hereunder shall at all times be subject to and
conditioned upon compliance with all applicable federal, state or local government authority of any
country laws and regulations. Buyer agrees that it shall comply with all federal, state and local
government authority laws and regulations regarding the merchantability and commercial sale of
product(s) supplied by Seller to Buyer to end-user consumers.