Unless otherwise expressly provided, in writing, with respect to a particular sale or license, all sales of Storage, Workspace, Mobile Cabinet, and Accessory Products by Motorhead Extraordinaire, Inc. (“MEI”) are made in accordance with and subject to the following TERMS AND CONDITIONS:
Prices for all products will be as stated in our standard price list in effect at the time MEI accepts the purchase order or as specified in an authorized MEI written quotation in effect at the time of acceptance by MEI of a confirming order. Prices published by MEI or quoted by MEI representatives may be changed at any time without notice. Written quotations expire automatically 30 days from the date issued and are subject to change or termination by notice during that period. All prices are subject to adjustment with any change of specification, quantities, shipping arrangements or other Terms and Conditions, which were not part of the original price quotation.
Prices are exclusive of all excise, sales, use, and other taxes imposed by any federal, state, municipal and other governmental authority, and all transportation and insurance charges, all of which taxes and charges shall be paid by the purchaser. The purchaser is responsible for obtaining and providing to MEI any certificate of exemption or similar document required to exempt any sales from sales tax, use tax, or similar tax liability.
Terms shall be net cash on or prior to the date of shipment. All Build-to-Order products require a minimum 50% deposit at the time the order is placed. MEI reserves the right, in its sole discretion, at any time, to revoke any credit previously extended. Overdue payments shall be subject to finance charges computed at a periodic rate of 1.5% per month or the maximum rate allowed by law, whichever is less. Amounts owed by the purchaser shall be paid without set-off for any amounts which the purchaser may claim are owed by MEI and regardless of any other controversies which may exist. Purchaser indemnifies MEI against all costs of collection, including reasonable attorneys' fees.
All sales are F.O.B. MEI manufacturing or suppliers warehouse and all products shall be deemed delivered when placed in the possession of a carrier for delivery to the purchaser. Unless the purchaser supplies specific instructions in writing, MEI, or its suppliers will select shipping methods and routes. MEI will not assume any liability in connection with shipment nor constitute any carrier as its agent. All shipments will be insured at the purchaser's expense and made at the purchaser's risk. The purchaser shall be responsible for making all claims with carriers, insurers, warehousemen and others for misdeIivery, nondelivery, loss, damage or delay. MEI reserves the right to ship the products covered by a given purchase order by means of several partial shipments. MEI may withhold or suspend in whole or in part shipment of products in the event that the purchaser fails to pay invoices due for products shipped, or otherwise fails to perform any of its obligations to MEI.
Subject to paragraph 6 and to MEI's right to stop delivery of products in transit, for failure of payment, title to and risk of loss for products shall pass to the purchaser upon the earlier of delivery to the purchaser or to a carrier for shipment to the purchaser.
MEI reserves, and the Purchaser grants to MEI, a security interest in all products sold (and all proceeds thereof) to secure the full payment and performance by the purchaser of its liabilities and obligations to MEI. The purchaser acknowledges that copies of this document may be filed with the appropriate authorities as a financing statement and agrees to execute and deliver such other documents as MEI may request in order to perfect its security interest.
Orders for products which have been accepted may be cancelled, revised or rescheduled only with MEI's prior written consent and upon terms that will fully indemnify MEI against loss. Furthermore, orders cancelled or revised after the product has been scheduled for manufacturing production are subject to a minimum 25% service fee. In no event may products be returned to MEI unless (i) such products are in merchantable condition and are free from defects or damage, (ii) such products have been purchased from MEI within 30 days prior to their return (iii), the purchaser has obtained a prior written return authorization from MEI, and (iv) such products are returned to MEI, transportation and insurance charges prepaid. These returns are subject to a restocking charge equal to 25% of the purchase price. Built-to-Order items are non-returnable. Junk Yard Special products, consisting of blemished items, customer returns, freight damaged items, trade show display units, overstocked items, and occasionally some used workspace products are non-returnable.
Unless otherwise specified, MEI assumes no obligation to install any products sold or to place any products in working order at the purchaser's premises.
All products are subject to MEI's standard tolerances for specifications. MEI reserves the right to make substitutions and modifications in the specifications of any products provided that such substitutions or modifications do not materially adversely affect the performance of the products for the purposes for which they can be used.
MEI shall not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond MEI's control, including, without limitation, acts of nature, unavailability of supplies or sources of energy, riots, wars, fires, floods, epidemics, lockouts, strikes and slowdowns, delays in delivery by suppliers, or acts or omissions of the purchaser. The purchaser shall be liable for all third party costs and expenses incurred by MEI in holding or storing products for the purchaser or at the purchaser's request.
The purchaser shall not delegate any duties nor assign any rights or claims under this document without MEI's prior written consent, and any such attempted delegation or assignment shall be void.
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