Sale Order Terms & conditions
Sales Order Terms
This document was last updated on 06-12-14.
This document was last updated on 06-12-14.
1. Entire Agreement
The parties agree that these ADDITIONAL TERMS AND CONDITIONS OF SALE, and any additional terms included on the sales order or invoice, constitute the entire agreement and understanding between the parties relating to the subject matter hereof, and that this Agreement may only be modified in writing signed by both parties.
2. Delivery/Title/Risk of Loss.
The parties agree that for Destinations within the continental United States (excluding Alaska), all products sold hereunder are sold, F.O.B. Origin, unless otherwise agreed in writing. Buyer agrees that, for products sold F.O.B. Origin, Buyer or representative of Buyer will be available for receipt of the products at the Destination during all normal business hours and that the Destination has facilities reasonably suited to the receipt of the products. The parties agree that the title and all risk of loss shall pass to Buyer at the Seller's pickup point. The method and agency of transportation and the routing will be designated by ALeco Container, LLC. Any additional charges resulting from compliance with the Buyer's request with respect to the use of agency or method of transportation or routing shall be at the cost of the Buyer. If the Buyer requests pickup, the destination is the Buyer's vehicle and ALeco Container, LLC will not deliver or bear cost of transportation or make allowance for freight expense, unless otherwise agreed in writing. ALeco Container, LLC will load goods onto Buyer's vehicle. All products sold with Buyer pickup and Seller load will have F.C.A. commercial terms.
3. Payment Amounts/Price Modifications.
Buyer agrees to pay ALeco Container, LLC for products on the basis of the Price specified. Buyer agrees to pay ALeco Container, LLC for any costs, taxes, tariffs, fees, or other charges which ALeco Container, LLC pays or is required to collect with respect to the sales, purchase, delivery, shipment, storage, or use of any products sold hereunder, whether or not specified herein.
ALeco Container, LLC warrants that for thirty (30) days from date of delivery of products to Buyer, the products will conform to the Product Description set forth and/or referenced on the sales order or invoice. This is ALeco Container, LLC's sole warranty with respect to these products. ALECO CONTAINER, LLC MAKES NO OTHER WARRANTY, EXPRESSED OR IMPLIED, AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER AGREES THAT, IN NO EVENT SHALL ALECO CONTAINER BE LIABLE FOR ANY ACTUAL OR ALLEGED PROPERTY DAMAGE, BODILY INJURY, DEATH OR CONSEQUENTIAL OR INCIDENTAL DAMAGE ARISING OUT OF ANY USE, OR INABILITY TO USE, ANY PRODUCTS SOLD TO BUYER HEREUNDER, AND BUYER FURTHER AGREES TO DEFEND, INDEMNIFY AND OTHERWISE HOLD HARMLESS ALECO CONTAINER LLC WITH RESPECT TO ANY CLAIMS ASSERTED AGAINST ALECO CONTAINER LLC ON ANY SUCH BASIS.
5. Buyer's Remedy.
The parties agree that BUYER'S SOLE AND EXCLUSIVE REMEDY for breach of the above warranty shall be, at ALeco Container, LLC's option; reimbursement of payments with return of the products, exchange of the products at the negotiated F.O.B. points, or repair of the products. Buyer agrees this remedy shall be available only upon satisfactory proof that the alleged breach was not caused subsequent to delivery. Buyer agrees to be responsible for all repair or shipment-related costs associated with any remedy hereunder.
Buyer agrees to inspect the products upon receipt, advise ALeco Container, LLC in writing of any apparent warranty breach and exercise any applicable right of revocation of acceptance within ten (10) days after receipt of the products. Buyer agrees that failure to so advise ALeco Container, LLC in writing within such ten (10) day period, shall be deemed an express and knowing waiver of any remedy otherwise available hereunder for such apparent product warranty breach and of any applicable right of revocation of acceptance.
7. Excusable Delays/Force Majeure.
Buyer agrees that the Estimated Delivery Date is not binding on ALeco Container, LLC and that ALeco Container, LLC will not be responsible for delays in shipment nor liable for any resulting losses or damage, including without limitation, delays resulting from reasons of force majeure, such as acts of God or United States Government, shortages of fuel or raw material, transportation delays, labor disputes, embargoes, or severe weather.
8. Buyer Delay/Termination.
Buyer agrees that in the event it requests or causes delays of performance or it terminates this Agreement, in whole or part, ALeco Container, LLC may invoice and Buyer shall pay all costs incurred therewith by ALeco Container, LLC, including, without limitation settlement expenses and reasonable attorney fees, if applicable, together with a responsible profit thereon, or the full contract price, whichever is less.
9. Credit Approval/Suspension of Performance/Enforcement Costs.
Invoices submitted by ALeco Container, LLC against this order are payable in U.S dollars unless otherwise noted on the face of this document. Buyer agrees that ALeco Container, LLC's obligations under this Agreement are subject to credit approval of Buyer by ALeco Container, LLC and that if, in ALeco Container, LLC's judgment, reasonable doubt exists as to the Buyer's financial responsibility or if Buyer is past due of any amount owing ALeco Container, LLC, ALeco Container, LLC shall have the right, without liability or prejudice to any other remedies, to suspend performance, decline to deliver, or stop products in transit until ALeco Container, LLC receives payment of all such amounts or until adequate arrangements for payment are made. Buyer agrees that, in the event Buyer fails or refuses to pay any invoices in accordance with the term hereof, interest shall accrue on such unpaid amounts up to the maximum legal rate. Buyer agrees that it will be liable to ALeco Container, LLC for all associated costs and expenses including reasonable attorney's fees, incurred by ALeco Container, LLC in the collection of any amounts past due under this Agreement and/or for enforcement of any other rights of ALeco Container, LLC hereunder. ALeco Container, LLC may refuse to acknowledge the remaining portion of the order or may resume production and ship the remaining portion of the order demanding payment of each invoice at the time of shipment.
10. Standard Quality Representation.
The parties agree that unless otherwise stated on the sales invoice, ALeco Container, LLC represents that its products are suitable for their intended use as human consumption food and beverage containers manufactured using materials meeting FDA standards for food contact. Buyer is wholly responsible for performing an aseptic rinse of any containers provided by ALeco Container LLC prior to filling and for performing any necessary product compatibility analysis and shelf life testing for its particular product and/or application. Buyer agrees to indemnify, defend, and hold harmless ALeco Container, LLC for any degradation in product shelf life, stability, or quality that may result from the use of its containers.
Buyer agrees to indemnify and defend ALeco Container, LLC from any loss, liability, claims, suits and costs caused by or related to the design or composition of the products or the design of the packaging or containers in which the products are shipped.
The parties agree that no provisions hereof or breach of any provision will be deemed waived by reason of any previous waiver. The parties agree that this Agreement shall be governed by, subject to, and constructed according to the laws of the State of Colorado. The parties further agree that a state or federal court located within Colorado will have sole jurisdiction over any litigation concerning this Agreement. In the event of any suit or action to enforce the terms of this Agreement, the prevailing party in such suit or action shall be entitled to recover, in addition to its awards fixed by the court, its expenses or costs, including reasonable attorneys' fees.