ALL SALES ARE EXPRESSLY CONDITIONAL ON BUYERS AGREEMENT TO THE TERMS AND CONDITIONS LISTED HEREIN. NO CONTRARY ADDITIONAL OR DIFFERENT TERMS APPLY UNLESS EXPRESSLY AGREED TO IN WRITING BY Dunn Electronics, Inc (“SELLER”). SELLER GIVES NOTICE OF ITS OBJECTION TO ANY DIFFERENT OR ADDITIONAL TERMS. ACCEPTANCE OF OR PAYMENT OF THE GOODS CONSTITUTE BUYER’S AGREEMENT TO SELLER’S TERMS AND CONDITIONS.
PRICE: The prices stated in this order are subject to change without notice. Seller reserves the right to increase any price in good faith in an amount sufficient to cover increase in cost of the goods to seller. The prices shown may not include any sales, use, or other taxes or charges to state or local authorities. Any such taxes or charges now or hereafter imposed with respect to sales shipments hereafter may be added to such prices and the Buyer agrees to reimburse Seller for any such taxes or charges. All stenographic, and clerical errors are subject to correction.
QUANTITY: A variation in quality not exceeding 10% will be considered as filling this order with the total price of the order adjusted accordingly.
PAYMENT: If in sellers judgment the financial condition of the Buyer at the time products are ready for shipment does not justify the terms of payment specified on the front of this form. Seller reserves the right to require full payment in cash before shipment or delivery. In the event that buyer does not pay when due, past due amounts are subject to a late payment charge of 1 ½ %, or the maximum permitted by law, for each month or portion thereof, until paid.
SECURITY INTEREST: Seller will retain a purchase money security interest in goods (with the right of possession) until full payment of the price. Buyer agrees to execute all instruments reasonably required by Seller to evidence and perfect that security interest.
SHIPMENT: Unless otherwise stated, all sales are made FOB point of shipment. While Seller will arrange for shipment, Buyer shall pay all insurance and freight charges, and Buyer has risk after delivery at FOB point.
DELAYS: Shipping dates given in advance of actual shipment are estimated, and deliveries will be made subject to prior orders on file with Seller. Seller will not be responsible or liable for any loss, damage, or delay resulting from Acts of God, transportation delays in usual sources of supply, accidents, fire, strike, civil or military authority or by insurrection or riot, or by any other cause which is unavoidable or beyond Seller’s reasonable control.
INSPECTION AND ACCEPTANCE: Buyer shall promptly inspect the goods on receipt and shall notify the Seller in writing of any nonconformity or defect within 15 days after receipt of goods. If Buyer does not act within 15 days, Buyer agrees that it shall be conclusively presumed to have accepted the goods and waived its right to revoke acceptance.
RETURNED GOODS: No goods shall be returned without prior written authorization from Seller. Seller reserves the right to refuse cancellation or return of special ordered, non-stock items. All returned goods are subject to a restocking charge to be determined by Seller at its sole discretion.
EXCLUSION OF WARRANTIES: Seller makes no warranties or representations, express or implied, concerning the goods. The only warranties applying to the goods sold hereafter are those provided in writing by the manufacturer. Without limitations of foregoing, since the goods sold hereafter are not manufactured by Seller but are sold under their respective manufacturers brand or trade names. Seller disclaims any and all warranties against patent infringement. Seller will not be liable for any loss, injury, or damage to the persons or property resulting from failure or defective operation of the goods or delay in performance, nor will the seller be liable for direct, indirect, special or consequential damages of any kind sustained from any cause.
COLLECTION COST: In the event Buyer defaults in payment, Buyer shall be liable for all collection cost incurred by seller including, but not limited to, attorney and collection agency fees. If suit or action is brought by either party on account of any breach of terms hereof, the prevailing party shall be entitled to recover reasonable attorney fees.
CREDIT CARD ORDERS: In the event that any payment is withdrawn by the financial institution in control of the credit card account used to pay for any purchase from Dunn Electronics, Inc, Buyer agrees to remit payment within 30 days of notification that payment was revoked. If the balance is not paid, in full, within 30 days from notice, the account will be subject to the late fees notated within the terms herein.
COLLECT ON DELIVERY (COD) ORDERS: All orders placed on COD terms will require payment at the time of delivery. It is the responsibility of Buyer to ensure that payment will be made to the shipping agent. If payment cannot be presented to the shipping agent at the time of delivery, Buyer is hereby advised that product may be returned and be subject to restocking fee at Buyer’s expense.
WILL-CALL ORDERS: Buyer may arrange for will-call pick up of any order at Dunn Electronics physical site Monday through Friday, 7:30AM-3:30PM PST, with approval. Will-call pick up does not eliminate shipping charges incurred by request for overnight service or other priority services. Will-Call orders may be paid by Credit Card, established Net terms, Cash, or Check, and are subject to the correlating terms which apply to the payment method, as listed on the Purchase Agreement, Terms & Conditions, and Addendum documents provided.
RETURNED CHECKS: Any check returned by the financial institution in control of the account will result in a $30 return check fee against Buyer; this fee is due and payable within 30 calendar days from notice. Any invoice which is affected by the returned check will be due and repayable immediately upon notification to buyer.
GOVERNING LAW: Interpretation and performance shall be governed by Article II of the Uniform Commercial Code as enacted in Oregon and the state to which the goods are to be delivered to the extent such provisions are consistently interpreted. In case of conflict, Oregon law shall apply.
COMPLETE AGREEMENT: THIS CONTRACT CONTAINS THE COMPLETE AGREEMENT BETWEEN THE PARTIES. ANY ORAL OR WRITTEN REPRESENTATION, WARRANTY, COURSE OF DEALING OR TRADE USAGE NOT CONTAINED OR REFERENCED HEREIN WILL NOT BE BINDING ON SELLER. NO SALES REPRESENTATIVE OF SELLER HAS AUTHORITY OT ALTER, VARY OR WAIVE ANY OF THE FOREGOING STANDARD TERMS AND CONDITIONS. THIS CONTRACT MAY NOT BE MODIFIED OR TERMINATED VERBALLY. NO CLAIMED MODIFICATION, TERMINATION OR WAIVER OF ANY OF ITS PROVISIONS SHALL BE VALID UNLESS IN WRITING SIGNED BY SELLER DULY AUTHORIZED REPRESENTATIVE.