EA2G FRANCE PRODUCTS
THESE TERMS AND CONDITIONS DO NOT APPLY TO ORDERS PLACED THROUGH OUR WEBSITE.
THIS SALES ORDER ACKNOWLEDGEMENT IS MADE AND GIVEN ON THE EXPRESS UNDERSTANDING THAT THE FOLLOWING TERMS AND CONDITIONS APPLY TO THE SALE OF SELLER’S GOODS. SELLER’S ACCEPTANCE OF ANY ORDER IS EXPRESSLY MADE CONDITIONAL UPON BUYER’S ACCEPTANCE OF ALL TERMS AND CONDITIONS CONTAINED HEREIN AND ON THE FACE OF SELLER’S SALES ORDER ACKNOWLEDGMENT. SELLER OBJECTS TO ANY ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS, WHETHER CONTAINED IN BUYER’S FORMS OR OTHERWISE. SELLER WILL NOT BE DEEMED TO HAVE WAIVED THESE TERMS AND CONDITIONS OF SALE IF IT FAILS TO OBJECT TO ANY PROVISION CONTAINED IN BUYER’S FORMS OR OTHERWISE. BUYER’S SILENCE OR ITS ACCEPTANCE OF SELLER’S GOODS CONSTITUTES ITS ACCEPTANCE OF THESE TERMS AND CONDITIONS.
- Definitions. The term “Seller” means EA2G France Products Inc subject to the provisions of Section 10 below. The term “Buyer” means the individual, corporation or other legal entity that has submitted an order to Seller. The term “Order” means Buyer’s expressed request, whether oral or written, to purchase Goods from Seller. The term “Goods” means all of the products, materials and related services that Buyer desires to purchase from Seller.
- Order Acceptance. Buyer’s Order is subject to acceptance by Seller, which acceptance is made expressly contingent upon Buyer’s agreement to Seller’s terms and conditions. Acceptance of this Order is subject to all of the terms set forth herein and on the face of Seller’s sales order acknowledgment form (“Form”), which terms shall constitute the sole terms and conditions of this Order. Buyer’s assent to all such terms and conditions shall be conclusively presumed (A) when Buyer receives this document and the Form, electronically or otherwise, and makes no written objection within ten (10) days of such receipt; or (B) when Buyer accepts all or any part of the Goods reflected by the Order. Seller objects to any terms or conditions that differ from or are additional to those stated herein or on the Form. This Order can be modified only by a writing signed by Seller.
- Change of Price. The prices and charges stated on the Form shall be adjusted to and the Goods and other items covered by this Order shall be invoiced at the prices and charges fixed by Seller at the time the order is made, provided that such prices and charges shall not exceed the prices and charges appearing on Seller’s applicable price schedule, if any, in effect at the time of each shipment.
- Payment Terms. All prices are quoted in US dollars and are valid only on US mainland. Prices and availability information are subject to change without notice. In the event that a product is listed at an incorrect price, Seller shall have the right to refuse or cancel orders placed for the product listed at the incorrect price. Payment shall be made in US Dollars by wire transfer, debit card or credit card, and by check ( payment by check shall be accepted under certain conditions)Payment terms shall be as set forth on the Form and shall be measured from the Order date. Failure by Buyer to make full payment by the due date shall constitute a default. In such case, and in addition to any other rights available to Seller at law or in equity, Seller will be entitled to assess interest charges upon Buyer for any overdue amounts (as well as on any judgment for the same). All Orders are subject to credit approval by Seller. Whenever reasonable grounds for insecurity arise with respect to due payment from Buyer or with respect to Buyer’s financial condition generally, Seller may demand different terms of payment from those specified above, and may demand additional assurance of Buyer’s due payment. Any such demand may be oral or in writing and Seller may, upon the making of such demand, stop production and suspend shipments hereunder. If within the period stated in such demand, Buyer fails or refuses to agree to such different terms of payment or fails or refuses to give adequate assurance of due payment, Seller may, at its option, treat such failure or refusal as a repudiation of the portion of this Order which has not been fully performed or may resume production and may make shipment under reservation of possession or of a security interest and may demand payment against tender of documents of title.
- Taxes. The prices and charges stated on the Form do not include state or federal excise, sales or use, or other taxes (if any) now in effect or hereafter levied by reason of this transaction. All such taxes shall be for the Buyer’s account.
- Delays. Buyer shall indicate if the Order shall be made on Standard Delivery or Express Delivery and Seller shall use reasonable efforts to fill this Order in accordance with the estimated shipping date, but shall not be responsible for any delays in filling this Order nor liable for any losses or damages resulting from such delays. In addition, this Order shall not be subject to cancellation for such delays.
- Force Majeure. Seller will not be liable for failure in the performance of its obligations hereunder where such performance has been delayed prevented or rendered commercially impractical due to accidents, differences with workmen, strikes, shortage of labor, inability to obtain materials, fuel or power from normal sources, fires, floods or other acts of God, acts or omissions of Buyer, priorities required, requested or granted for the benefit of any Federal or state government, restrictions imposed by Federal or any state legislation or regulations hereunder, or any cause whether similar or dissimilar to those enumerated, beyond the reasonable control of Seller.
- Inspection, Acceptance or Rejection. Inspection, acceptance or rightful rejection of Goods shall be made promptly by Buyer within ten (10) days after Buyer’s receipt of Goods. Buyer shall promptly notify Seller in writing (via facsimile, e-mail or US mail) if Buyer believes that any Goods delivered hereunder are properly rejectable and hold such Goods pending Seller’s inspection. The parties agree that Seller’s analyses shall govern (If Buyer requests, Seller shall furnish Buyer with an itemized for each shipment under this Order).
- Warranty. Seller warrants to Buyer that the Goods at the time of shipment to Buyer hereunder, (A) will conform to the specifications of the Order made by Buyer; (B) that the Goods will conform with the specifications of the Order; (C) that it will convey good title there to and that such Goods will be delivered free from any lawful security interest or other lien or encumbrance unknown to Buyer; and (D) that such Goods will be free from defects in material and workmanship. All warranty claims must be made in writing by Buyer to Seller within thirty (30) days following shipment of the Goods to which such warranty claim relates. SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED (INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), EXCEPT SUCH AS IS EXPRESSLY SET FORTH HEREIN.
- Subsidiaries and Affiliates. Seller may be acting hereunder on its own behalf or as agent for any one or more persons subsidiary to or affiliated with Seller. This Order may be performed and all rights hereunder against Buyer may be enforced by (i) Seller; or (ii) any one or more person subsidiary to or affiliated with Seller; or (iii) a third party designated by Seller; (iv) in part by Seller and in part by one or more of said subsidiaries, affiliated persons or third parties.
- Indemnity. Buyer shall release, hold harmless, indemnify and defend Seller, its present and future officers, directors, officials, employees, agents, subsidiaries, affiliates, successors and assigns from any liability (including without limitation liability for negligence or strict liability) claims, losses, suits, demands, penalties, fines, forfeitures, damages and costs caused by, arising out of or relating to the Goods supplied hereunder, the design of Goods supplied hereunder or the design of the packages or containers in which Goods are shipped, if such Goods’ packages or containers are made in compliance with Buyer’s designs or specifications, or any act or omission of Buyer or its successors, assigns, agents, representatives or employees.
- Termination of Order. Buyer may not terminate this Order without the written consent of Seller. If Seller consents to such termination, reasonable termination charges computed by Seller shall be assessed in connection with such termination.
- Limitation of Liability. Seller’s liability and Buyer’s exclusive remedy for any tender of nonconforming or defective Goods or breach of warranty, is expressly limited to Seller’s choice of (A) the replacement of nonconforming or defective Goods with conforming Goods, and (B) the repayment of that portion of the purchase price represented by nonconforming or defective Goods. Such replacement or repayment will be made only upon return of the nonconforming or defective Goods, which may be returned at Seller’s cost only after inspection by Seller and receipt by Buyer of definite shipping instructions from Seller. Seller shall not be liable for any incidental, consequential, indirect, special, exemplary, contingent, or punitive damages for (A) any breach of contract or warranty, whether based on theories of breach of warranty, breach of contract, tort, negligence, strict liability or otherwise; (B) the tender of defective or nonconforming Goods; or (C) breach of any other provision of this agreement; or (D) any claim of any kind arising out of or relating to any Order or Seller’s performance in connection therewith. In any event, Seller’s liability to Buyer shall not exceed the purchase price of the Goods on which such liability is based. Buyer assumes all other liability for any loss, damage or injury to persons or property arising out of, connected with or resulting from the use of the Goods, either alone or in combination with other products.
- Delivery and Transportation. Delivery and transportation provisions applicable to this Order shall be those stated on the face of the Form. The Goods will be delivered to the delivery address specified on the Order. The method of delivery will be designated by Buyer. Excess packing, shipping and transportation charges that result from compliance with respect to the use of any agency or method of transportation or any routing other than that which would be designated by Buyer shall be for Buyer’s account.
- Shipments. Seller may make partial shipments and may invoice for each such partial shipment separately. Each partial shipment will be deemed to be a separate sale however; delay in delivery of any partial shipment will not relieve Buyer of its obligation to accept delivery of remaining shipments under the face of the Form.
- Export Licensing. (A) Buyer and Seller shall comply with all national and international export and control regulations. Goods shall not be exported, re-sold, diverted, re-exported or disposed of in other than the country of ultimate destination (currently approved by the United States Government), without the prior approval of the United States Department of State or Commerce or other Agency of the United States Government, whichever is appropriate.
- Return Policy. Seller will only accept returns on products that are as eligible for return as provided in Article 8 and Article 9. Once Seller can confirms that the product was returned in accordance with Article 8 and Article 9, Buyer’s sole and exclusive remedy is a credit in the amount charged for the applicable product; provided that the credited amount will not include the applicable delivery fee, which is nonrefundable. Credits may only be used for future purchase of Seller’s Products.
- Exchanges. Seller does not accept any Product exchanges.
- Damaged Products. If the Product arrives damaged (“Damaged Product”), Seller will accept returns for a full refund only in accordance with the Return Procedures below. Once Seller confirms that Buyer received a Damaged Product that was returned in accordance with the Return Procedures below, Buyer’s sole and exclusive remedy is that (a) Seller will issue a refund to your credit card in the amount charged for the Damaged Product (if Buyer’s credit card has already been charged for the Product) or (b) Seller will not charge Buyer’s credit card for the Damaged Product. The refunded amount will include the applicable delivery fee.
- Return Procedures. All returns must be made within 14 days after the product shipment date. All returned products must be unused (e.g., damaged, or altered) and returned in accordance with the instructions received from contacting firstname.lastname@example.org. Buyer is solely responsible for the cost of shipping the returned product. Unauthorized returns will not be refunded or credited to Buyer’s account, and Seller may handle or dispose of those products as Seller sees fit in Seller’s sole discretion.
- Arbitration. All disputes, controversies or claims arising in connection with the present contract, including a dispute regarding its validity, termination, performance or breach thereof, shall first attempted to be settled by mediation, administered by the American Arbitration Association under its mediation rules. If settlement is not reached within sixty days after service of a written demand for mediation, any unresolved controversy, dispute or claim shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the Commercial Arbitration Rules in effect at the time of the arbitration. The arbitration shall be conducted by three arbitrators appointed in accordance with said rules. The place of arbitration shall be Miami, Florida, USA and the proceedings shall be conducted in the English language. The award rendered by the arbitrator(s) shall be final and binding on the parties and judgment on the award may be entered in any court of competent jurisdiction.
- Governing Law. The laws governing the present contract and any dispute arising from or in connection with the contract shall be the laws of state of Florida, and federal intellectual property laws, without regard for choice of law. Notwithstanding anything to the contrary herein, the arbitration provisions set forth herein, and any arbitration conducted thereunder, shall be governed exclusively by the Federal Arbitration Act, Title 9 United States Code, to the exclusion of any state or municipal law of arbitration.
- Buyer’s Warranty. Notwithstanding any other provision contained herein or any other obligation of Buyer hereunder, Buyer, upon acceptance of Goods that are the subject of this Order, warrants that Buyer, its successors, assigns, agents and employees are commercial users of such Goods and possess the knowledge and expertise to use the same in accordance with (i) all applicable laws, (ii) prudent safety practices and (iii) other instructions provided by Seller, if any.
- Confidentiality. Unless otherwise agreed in writing by Seller, Buyer will not disclose the pricing or other terms of this Order to any third party.
- Electronic Commerce. At Seller’s request, Seller and Buyer will facilitate business transactions by electronically transmitting data. Any data digitally signed pursuant to this section and electronically transmitted will be as legally sufficient as a written, signed, paper document exchanged between the parties, notwithstanding any legal requirement that the data be in writing or signed. Each authorized representative of a party will adopt a unique, verifiable digital identification consisting of symbols or codes to be transmitted with each transmission. Use of the digital identification will be deemed for all purposes to constitute a “signature” and will have the same effect as a signature on a written document.
- Miscellaneous. (a) Headings used herein are for convenience only and shall not be used for interpretive purpose. (b) A party’s failure to act with respect to another party’s breach of any provision contained herein does not constitute a waiver. (c) If any provision herein is held to be invalid or unenforceable, such provision shall be narrowly construed, if possible, or otherwise deemed ineffective and the remaining provisions shall not be affected. (d) These terms and conditions will survive the fulfillment of this Order. (e) With respect to any Orders for shipment outside the U.S., the United Nations Convention on Contracts for the International Sale of Goods will not apply.