General Terms & Conditions
GENERAL TERMS AND CONDITIONS OF SALE
Sales of all products ("Items") by Directoro.com and any of its successors, assigns, subsidiaries, and affiliates (collectively, "Seller") to buyer of Items ("Buyer") shall be governed by the following general terms and conditions of sale.
EFFECTIVE DATE. This Contract Agreement (this "Agreement") is entered into effect ______ (the "Effective Date").
BUYER. This Agreement shall be between the Seller and ______, a ______ with its principal place of business located at ______.
TITLE/RISK OF LOSS. All Items shall be shipped ______ (Incoterms(c) 2010 rules), and unless otherwise specified by Seller in writing, title and risk of loss shall pass to Buyer at the time the products supplied by the Seller are placed in the possession of Buyer or Buyer's agent or carrier.
SALE OF GOODS. Seller agrees to sell and Buyer agrees to purchase the items described in Annex 1 (the "Items").
NO OTHER WARRANTIES. SELLER DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
LIMITATION ON DAMAGES. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER, OR TO ANY OTHER PERSON OR ENTITY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, LOST PROFITS, DAMAGE TO GOODWILL OR REPUTATION AND/OR DEGRADATION IN VALUE OF BRANDS, TRADEMARKS, TRADENAMES, SERVICE NAMES OR SERVICE MARKS), WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, FAILURE TO WARN OR STRICT LIABILITY), CONTRIBUTION, INDEMNITY, SUBROGATION, OR OTHERWISE. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER, OR TO BUYER'S OFFICERS, EMPLOYEES, REPRESENTATIVES OR INSURERS, OR TO ANY THIRD PARTY, FOR DAMAGES CAUSED BY THE ACTS OR OMISSIONS OF BUYER OR BUYER'S OFFICERS, EMPLOYEES, REPRESENTATIVES, OR ANY THIRD PARTY. BUYER ASSUMES ALL RISKS AND LIABILITIES FOR ANY LOSS, DAMAGE OR INJURY TO PERSONS OR PROPERTY RESULTING FROM THE USE OR SUBSEQUENT SALE OF THE PRODUCTS, EITHER ALONE OR IN COMBINATION WITH OTHER PRODUCTS.
EXCLUSIVE REMEDIES. Buyer's exclusive remedy and Seller's sole liability for shipment of nonconforming Items, including breach of warranty, is expressly limited, at Seller's option, to (i) replacement, within a reasonable period of time, of the nonconforming Items at no additional charge to Buyer; or (ii) destruction and disposal of the nonconforming Items in a manner which essentially nulls the residual value of the nonconforming Items, and refund of the purchase price; or (iii) donation of the nonconforming Items, and refund of the purchase price; or (iv) refund of the purchase price. BUYER EXPRESSLY AGREES THAT THE REMEDIES GRANTED TO IT HEREUNDER ARE BUYER'S SOLE AND EXCLUSIVE REMEDIES WITH RESPECT TO ANY CLAIM OF BUYER ARISING IN CONNECTION WITH THE PRODUCTS.
ITEM NONCONFORMITY. Description of Items shall be limited to as explicitly stated in writing on Seller's websites, or quotations. BUYER EXPRESSLY AGREES THAT NO OTHER WARRANTIES OR DESCRIPTIONS ARE IMPLIED (INCLUDING, BUT NOT LIMITED TO, PRODUCT PACKAGING, LABELING AND/OR EXPIRATION DATES). Fitness of Items shall be governed by the following fitness points Seller indicates expiry dates and Buyer accepts expiry dates as described in Annex 1.
FORCE MAJEURE. Seller shall not be liable to Buyer for failure of or delay in performance when such failure or delay is caused by conditions beyond Seller's control including, but not limited to, customs inspections or other inspections, disease, war, strike, labor dispute, fire, flood, tornado, hurricane, government intervention, embargo, terrorism, shortage of raw materials.
CLAIMS/ITEMS NONCONFORMITY. Before or upon tender of delivery of Items, Buyer will provide immediate notification to Seller of any alleged Item nonconformity, including any off-condition Items, shortage, or any other discrepancy or situation which may impair the value of the Items or justify payment of less than the amount billed. This notification will be made to Seller's Claims Department at the following e-mail: claims@directoro.com If notice is not made within twenty-four (24) hours of tender of Items to Buyer or by Buyer's distributor(s) to Buyer's location(s), then Buyer accepts the Items as conforming in all ways and will submit to Seller full payment on or before the agreed upon date. The assignment of a claim number to Buyer by Seller's Claims Department or acceptance by Seller of a partial payment from Buyer shall not constitute final approval of Buyer's claim or be a waiver of any of Buyer's obligations or Seller's rights.
SHIPPING. Seller contracts a carrier company ("Carrier") at its sole discretion according to its experience and current freight prices. Delivery or delivery attempts as reported by Carrier are considered valid and shall not be opposed by Buyer. The destination routing of shipments and carrier selection will be at Seller’s option. Delivery dates provided by Seller are estimates only. Seller will not be responsible to Buyer for damages for delays in delivery.
PURCHASE PRICE. Buyer will pay Seller for the Items, shipping to Seller's declared location, and for all obligations specified in this Agreement, if any, as the full and complete purchase price, the sum of USD ______ (the "Purchase Price"). Final pricing to be determined and communicated prior to ship date in accordance with the contract between Buyer and Seller. All prices are in United States Dollars ("USD") and all payments must be made in USD regardless of any fluctuations in the currency of other countries. All remittances must be submitted according to invoice terms. All sales are subject to approval of Seller's Credit Department. Buyer shall be responsible for the payment of any federal, state or local sales, use or other taxes upon or with respect to the sale, purchase, use, receipt or shipment of the Products.
PAYMENT. Payment of the Purchase Price will be made by Buyer to Seller by money order, personal check, cashier's check, credit/debit card, wire transfer, or direct deposit, according to billing terms on each invoice.
MODIFICATIONS TO ITEMS AND QUANTITY. Ordered weight, count, value may be shipped at plus/minus 5% on an SKU basis at the Seller's option, according to current stock availabily at date of shipment, unless otherwise specified by Seller in writing. The actual shipped amount shall be billed at the agreed unit price.
ITEMS AND QUANTITY FUNGIBILITY. Delivered Items shall be deemed to be fungible and nonconformity .
TAXES AND DUTIES. Buyer will be responsible for filing all required sales and use tax returns in connection with the transfer of the Items.
GOVERNING LAW. The contract, including these terms and conditions, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law rules. Any action brought pursuant to the contract, including these terms and conditions, shall properly (but not exclusively) lie in any federal or state court located in the State of Delaware.
CONFIDENTIALITY. Buyer agrees to keep confidential the terms and conditions of the Order and all proprietary information disclosed by or on behalf of Seller or otherwise learned or obtained by Buyer in connection with the Order or the performance hereof. Buyer will not use any of this information other than in connection with the performance of the Order and will not disclose any of this information except to the extent required by law and then only after prior notice to Seller.
SEVERABILITY. The provisions of the contract, including these terms and conditions, shall be deemed to be severable and the invalidity or partial invalidity of any provision hereof shall not affect the validity or enforceability of the remaining provisions.
NO RIGHTS OF THIRD PARTIES. The contract, including these terms and conditions, is solely for the benefit of Buyer and Seller, and no provision of the contract shall confer upon third parties any right or remedy.
