Terms Of Sale
Terms of Sale
All Oldawan, LLC Customer Orders Are Subject To The Following Terms:
- ACCEPTANCE AND GOVERNING TERMS. This Customer Order (Order) is an offer to sell the goods or services described in this order subject to the conditions set forth herein. Except as otherwise agreed to in writing by Seller, provision of the goods or services constitutes Buyer’s acceptance of this order and these terms. Upon Buyer’s acceptance, this Order constitutes the entire agreement between the parties, superseding all previous communications and negotiations. Seller agrees to sell the goods or services described in this Order only upon Buyer's complete acceptance of all of the terms and conditions of this order, without modification or additions. The agreement or sale resulting from the acceptance of this Order shall be construed and interpreted in accordance with the internal laws of the State of New Mexico.
- PRICES AND DELIVERY SCHEDULES: The prices specified in this Order apply to all goods and services provided under this Order, unless price changes shall have been agreed upon in writing between the parties. Buyer will pay the prices specified in this Order upon deliver the goods or services, in the quantities and within a reasonable time specified. Failure of Buyer to comply with such requirements shall entitle Seller to cancel this order without liability for any undelivered portion, in addition to Seller’s other rights and remedies. Items received in advance of Buyer's delivery schedule may, at Buyer's option, be returned at Buyer's expense or be accepted and payment withheld until the scheduled delivery date. If no delivery schedule is specified in this order, Seller will provide and deliver items in accordance with such delivery schedules as may be requested by Buyer from time to time.
- TRANSFER OF TITLE. Unless otherwise agreed in writing by Seller, the title to all shipped goods shall transfer to Buyer at time the goods are shipped from Seller’s place of business, or designated place of shipment such as Seller’s manufacturer’s place of business if goods are shipped directly to Buyer from Seller’s manufacturer.
- RISK OF LOSS. Unless otherwise agreed in writing by Seller, the risk that ordered goods may be lost, stolen, damaged or delayed in transit shall be borne by Buyer.
- INVOICES AND TERMS OF PAYMENT. Seller's Customer Order Number(s), will be shown on all packing lists, containers, invoices and correspondence relating to the Order. Seller will mail invoice to Buyer's address specified in this Order within 30 days after the goods or services are shipped by Seller, unless other billing arrangements are specified. Invoices will itemize taxes, transportation and other charges separately, if applicable.
- TAXES. Seller shall not be liable for any federal, state or local taxes, duties, customs, or assessments in connection with the sale, purchase, transaction, use or possession of the goods ordered hereunder, except as expressly specified in this Order.
- INSURANCE. Insurance for all losses shall be the sole responsibility of Buyer.
- TRANSPORTATION, LABELING, PACKAGING AND PACKING. Seller will suitably package all goods, with each container marked with Seller's Customer Order Number, Seller’s part number as specified in the order, quantity of enclosed item(s) and destination, and ship in accordance with shipping instructions specified herein or otherwise in accordance with the requirements of common carriers so as to obtain the lowest transportation cost. Buyer shall have a right to route all shipments. Where multiple packages comprise a single shipment, each package will be numbered. Packing slips will accompany each order and indicate Seller name, Seller’s Customer Order Number, Seller’s part number(s) as specified in the order, item description, quantity of each item by part number, container count included in shipment, and quantity of each item by part number included in each container. Containers holding packing slips in multiple package shipments will be so marked. No charge shall be made to Buyer for packing, packaging, boxing, labeling, cartage or dunnage unless separately itemized in this order. Seller will be responsible for any loss or damage resulting from Seller's failure to provide reasonable protection during shipment. Additional expenses, charges or claims incurred as a result of deviation from the specified route, noncompliance with other shipping instructions or improper description of the shipment in shipping documents shall be Buyer's sole responsibility.
- INSPECTION. All goods purchased hereunder shall be subject to inspection by Buyer within a reasonable time after delivery. Notwithstanding any payment that may be made, no goods are to be deemed accepted until Buyer has had a reasonable opportunity to inspect them.
- WARRANTY. Seller provided is standard warranty that it has good and merchantable title to all goods supplied hereunder and that such goods shall (a) be free and clear of all liens and encumbrances, (b) be free from any defects in design, material or workmanship and of good and merchantable quality, (c) conform to Seller's specifications or the sample approved by Buyer as the case may be, or be fit for the known purposes for which purchased hereunder, and (d) have been produced, processed and delivered in conformity with all applicable federal, state or other laws, administrative regulations and orders. SELLER MAKES NO OTHER WARRANTIES. Seller shall not defend, hold harmless or indemnify Buyer, its successors and assigns, from and against any and all damages, liabilities and claims for which Buyer may be liable to a third party claimant as a result of Buyer’s use of the goods, nor for Buyer’s costs and expenses (including attorney’s fees and other costs) incurred as a result of any such third-party claim, whether caused by negligence or willful misconduct of Buyer, its successors or assigns.
- CANCELLATION BY SELLER. Except as otherwise specified in this order, Buyer shall have the right to cancel this order at any time without cause and Buyer's liability for such cancellation shall be limited, as applicable, to the goods delivered prior to cancellation and to Seller's actual cost for work and materials applicable to this order as of the date upon which Buyer's notice of cancellation is received by Seller.
- DRAWINGS, SPECIFICATIONS AND TECHNICAL INFORMATION. Drawings, specifications, photographs and other engineering and manufacturing information supplied by Seller shall remain Seller's property and shall be returned to Seller upon completion of this order or otherwise upon demand by Seller.
- CHANGES. Buyer may make changes in drawings, specifications, quantities, delivery schedules, or methods of shipment or packaging on any item at any time. If such changes result in an increase or decrease in costs, an equitable adjustment of price and delivery schedules may be made. Claims for equitable adjustment must be asserted by Seller within ten (10) days of the actual delivery date. This Order, together with any change orders or instructions, shall constitute a single contract.
- INFRINGEMENT INDEMNIFICATION. Except for goods ordered in accordance with Buyer's design, Seller warrants that the sale or use of goods furnished hereunder will not infringe any patent, copyright, trademark or other intellectual property right of a third party (“intellectual property rights”).
- GOVERNMENT LAWS AND REGULATIONS. Seller shall indemnify Buyer against all damages assessed against Seller for failure of the goods to comply with the Fair Labor Standards Act of 1938 as amended or standards and regulations issued thereunder.
- SUBCONTRACTS. To the extent that Seller procures any parts or materials to be furnished hereunder, Seller will be responsible for compliance of such parts or materials with the provisions of this order.
- WAIVER REMEDIES. The failure of either party at any time to require performance by the other party to any provision hereof shall in no way affect the full right to require such performance at any time thereafter. A waiver by either party of a breach of any provision shall not constitute a waiver of any succeeding breach of the same or any other provision nor constitute a waiver of the provision itself. In case of total or partial default by Buyer, Seller may sell the article or service to others and charge Buyer with any deficiency sum and other damages occasioned thereby. The remedies herein reserved shall be cumulative and in addition to any other remedies provided at law or in equity.
- CONFIDENTIALITY. Confidential Information means any information not publicly available concerning Seller, its business, employees, customers, security, credit, finances, premises, technology, equipment, assets or this Order that is disclosed to or obtained by Buyer in connection with this order. Buyer shall protect confidentiality of Confidential Information using reasonable commercial efforts and shall not use or disclose Confidential Information to any person or entity, except as reasonably required in connection with Buyer’s obligations under this order, or as required by applicable law or court order, or as consented to in writing by Buyer.