Additional Terms & Conditions to Purchase Order.
Parties and Definitions. “Seller” shall mean and refer to the Vendor listed on page one of this Purchase Order. “Buyer” shall mean and refer to 13131 Imports, LLC. “Goods” shall mean and refer to all fireworks and firecrackers products listed or referenced on page one of this Purchase Order (or an attachment hereto) and/or sold by Seller to Buyer. “Offer” shall mean this Purchase Order offered by Buyer, prior to acceptance by Seller. “Agreement” shall mean and refer to this Purchase Order, following acceptance by Seller of this Offer, which shall be deemed a binding contract between Seller and Buyer.
Terms of Agreement. This Offer expressly limits acceptance to the terms of this Offer. This Offer may be accepted by (a) a written Sales Confirmation from Seller, received by Buyer, or (b) countersigning this Purchase Order and transmitting same to Buyer, of (c) email confirmation from Seller. Notification of objection is hereby given to any term in any response to this Offer that does not exactly match the terms of this Offer.
Inspection; Warranty. Goods delivered (whether paid for or not) are subject to inspection, testing, and approval by Buyer before final acceptance. Seller expressly represents and warrants to Buyer that all Goods shall be delivered to Buyer in good, new, first quality, dry, undamaged condition, and in strict conformity with the product specifications for each of the ordered products, including, without limitation, in conformity with the power and burst specifications for the ordered products and in conformity with the color specifications for the ordered products.
Nonconforming Goods. All Goods not fully up to standard and not in compliance with the specifications hereof, or shipped contrary to instructions, or in excess of the quantities herein provided, or substituted for Goods described, or not shipped in containers conforming to Buyer’s specifications (or, in the absence of such specifications, in recognized standard containers), may be rejected by Buyer and returned or held at Seller’s expense and risk. Further, Buyer’s receipt and acceptance of the delivered Goods is expressly conditioned upon Buyer’s (or its customer’s) examination and testing of products in the USA following offloading at the delivery port and arrival at Buyer’s (or its customer’s) warehouse for storage and resale. Within thirty (30) days from Buyer’s (or its customer’s) receipt of ordered products at its USA warehouse, Buyer (or its agent or customer) may test a sample lot of each product ordered, to confirm acceptance and compliance with the contract terms. In the event that Buyer reasonably determines any Goods do not comply with the order or that they are not in the condition required by this Agreement, Buyer may reject the Goods by notifying Seller and providing Seller with digital videos or pictures to substantiate the rejection. Upon receipt of the rejection notice, Seller shall either refund Buyer the purchase price for the rejected products and arrange for the pickup or disposal of the rejected products at Seller’s expense or issue a credit to Buyer’s account, whichever is directed by Buyer at the time of rejection.
Price. Prices stated in this Purchase Order are not subject to increase. All prices for Goods stated in this Purchase Order include any and all applicable taxes and/or duties for the sale/purchase of the Goods in the country or location of origin/manufacture and for the export therefrom.
Payment. Terms of payment are as previously arranged or, if specified in this Purchase Order, then as so specified in this Purchase Order.
Delivery; Time of the Essence. Buyer’s schedules are based upon this Agreement and Seller’s timely delivery of the Goods to Buyer by the production, shipping and delivery deadline, and at the delivery location specified on the face of this Purchase Order. Time is therefore of the essence and if Goods are not produced, shipped and delivered within the time and manner specified on page 1 of this Purchase Order, Buyer may reject such Goods and cancel this Purchase Order and terminate this Agreement without any liability whatsoever to Seller and with a full refund from Seller of all deposits or prepayments, if any, previously paid by Buyer. The acceptance of later or defective deliveries of Goods shall not be deemed a waiver by Buyer of its right to cancel this Purchase Order and terminate this Agreement, or to refuse to accept further deliveries. Seller shall not be entitled to any payment or reimbursement for its costs, expenses or lost profits associated with Buyer’s cancellation of any order (in whole or in part) for Goods due to Seller’s failure to meet the aforementioned production, shipping and delivery deadline, including, without limitation, any costs of manufacturing, production, design, packaging, certification, storage, disposal, resale and/or shipment.
No Changes Without Approval. Seller shall not, without the express prior written approval of Buyer: (a) make any changes to the design, label or packaging for the Goods; (b) permit the print factory or the product production factory to make any changes (c) change the factory of production of the products or any components thereof.
No Reselling of Goods. Seller shall not under any circumstances resell or redistribute any Goods ordered by Buyer.
CIQ Compliance. Seller shall be responsible for timely obtaining CIQ (China Inspection and Quarantine) certification and compliance, at Seller’s sole expense, with respect to the production, delivery and export of the Goods. All expenses incurred in this regard, including, without limitation, CIQ fees, renewal fees, inspection fees, reinspection fees, storage fees, etc., shall be Seller’s sole financial responsibility.
Shipping Containers. Seller shall take care in packing all shipping containers with Goods, using reasonable care to ensure that the packages of Goods are packed and stored in a manner to ensure that Goods are not crushed or damaged. For example, but without limiting the foregoing, Seller shall not pack light packages on the bottom of shipping containers where they are likely to be crushed.
Conflicting Terms. If terms on this Agreement (i.e., as set forth in this Purchase Order) do not appear on or agree with Seller’s invoice or sales confirmation, the terms of this Purchase Order shall take precedence over and control in the event of any conflict or inconsistency between this Purchase Order and any invoice or sales confirmation from Seller.
Assignment. Seller shall not assign this Purchase Order without Buyer’s prior written consent. Any such assignment attempted without Buyer’s previous written consent shall effect, at Buyer’s option, a cancellation of all of Buyer’s obligations hereunder.
Entire Agreement. This Purchase Order is intended by the parties to be a final, exclusive, complete and fully integrated expression of their Agreement and its terms. NO COURSE OF PRIOR DEALINGS BETWEEN THE PARTIES AND NO USAGE OF THE TRADE SHALL BE RELEVANT TO SUPPLEMENT OR EXPLAIN ANY TERM USED HEREIN. This Agreement supersedes, cancels and replaces any and all prior or contemporaneous agreements, representations or promises of the parties with respect to the subject matter hereof.