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PAYMENT.
Buyer agrees to pay the full amount of the invoice
at the office of A to Z Auto Lights when due and will not take, under any
circumstances, any offsets or credits. Buyer represents and warrants that it
has the financial ability, responsibility, and willingness to pay for the
goods on the terms and conditions contained herein.
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LATE
PAYMENT. All payments made after the due date stated on the reverse side
of this Agreement shall be subject to a service charge of two percent (2%)
of the total amount due or the maximum amount allowed by law.
Acceptance of this service charge by A to Z Auto Lights shall not be deemed
a waiver of any rights A to Z Auto Lights may have by reason of Buyer’s
nonpayment.
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TAXES.
Prices are exclusive of all sales, use, excise, or other taxes imposed by
any Governmental body. Any tax A to Z Auto Lights may be required to collect
or pay upon sale, delivery, or use of the goods shall be borne by Buyer and
such sum shall be due and payable to A to Z Auto Lights upon delivery or
when due, unless Buyer provides A to Z Auto Lights with the proper tax
exemption certificate.
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DELIVERY.
Except as otherwise specifically set forth on the
face of the invoice, delivery will be made F.O.B. A to Z Auto Lights’
place of business with all shipping charges to be paid by Buyer to carrier.
A to Z Auto Lights assumes no liability in connection with shipment, nor
shall any carrier be constructed as an agent of A to Z Auto Lights. Delivery
dates are estimated only and A to Z Auto Lights shall not be liable for any
delay.
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SPECIFICATIONS.
A
to Z Auto Lights reserves the right, without prior approval or
notice to Buyer, to make changes in the goods and to substitute goods
manufactured to those changes, provided that the goods delivered
substantially conform to the specifications.
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TITLE
AND RISK OF LOSS. Title and risk of loss for all
goods shall pass to Buyer upon delivery by A to Z Auto Lights to the
carrier. Until the purchase price is paid in full, Buyer grants to A to Z
Auto Lights a security interest in the goods as a whole and individually,
together with any proceeds, including accounts receivable there from. In
furtherance thereof, Buyer agrees upon demand to execute and deliver to A to
Z Auto Lights all documents, including financing statements evidencing such
security interest, in a form satisfactory for filing with appropriate filing
officers in order that A to Z Auto Lights may perfect its security interest.
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BUYER’S
INSPECTION OF GOODS.
Buyer shall inspect the goods
immediately upon their arrival and shall within ten (10) days of their
arrival give written notice to A to Z Auto Lights of any claim of shortage
or any claim that the goods do not conform to the terms of this Agreement.
Buyer expressly waives any rights Buyer may have to revoke acceptance after
such ten day period.
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LIMITATION OF BUYER’S REMEDIES.
The Buyer’s remedy set forth in this paragraph shall be in lieu of all
other remedies, statutory or otherwise. In the event
that any goods do not conform to the description set forth in this
Agreement,
Buyer’s exclusive
remedy shall be the repair or replacement of the goods (in
A
to Z Auto Lights’ sole
discretion) within a reasonable time. All goods claimed to be
non-conforming must be returned to A to Z Auto Lights place of business with
this document. A to Z Auto Lights’ acceptance
of any goods so shipped shall not be deemed an admission that the goods are
non-conforming, and if A to Z Auto Lights finds any goods returned are not
defective, which finding shall be conclusive, such goods may be reshipped to
Buyer at Buyer’s expense and Buyer shall pay for all shipping and handling
charges incurred by A to Z Auto Lights.
In
no event, regardless of the form of the action, shall
A
to Z Auto Lights be liable for
any loss of use, interruption of business, or indirect, incidental, special,
consequential, or any other damages of any kind, even if
A
to Z Auto Lights accepts goods
returned by Buyer.
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RETURNS
and EXCHANGES. All returns must
be received no later than ninety (90)
days
from the invoiced date. The return amount shall be the invoiced amount less
any shipping and handling fees.
A
to Z Auto Lights reserves
the right to evaluate all returns and its decision concerning damage
assessment shall be conclusive.
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REMEDIES
and ATTORNEY’S FEES. If Buyer breaches any promise or
covenant contained in this Agreement, Buyer shall pay all costs and expenses
(including reasonable attorney’s fees) incurred by A to Z Auto Lights to
enforce this Agreement or to pursue any applicable remedy whether incurred
with or without litigation, on appeal, or otherwise. A to Z Auto Lights
shall be entitled to all remedies provided for under the Uniform Commercial
Code as adopted in the State of Utah.
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TERMINATION.
A to Z Auto Lights shall have the right to terminate this Agreement if, in A
to Z Auto Lights’ reasonable judgment: (a) Buyer’s financial condition
does not justify the terms of payment specified above, unless Buyer
immediately pays for all goods which have been delivered; (b) Buyer makes an
assignment for the benefit of creditors or a receiver, trustee in
bankruptcy, or similar officer as appointed to take charge of all or any
part of Buyer’s property or business; (c) Buyer is adjudicated a bankrupt;
or (d) Buyer neglects or fails to perform or observe any of its obligations
hereunder and such condition is not remedied within ten (10) days after
written notice to Buyer.
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NON-WAIVER.
Waiver
by A to Z Auto Lights of any breach by Buyer of any promise or covenant
contained in this Agreement shall not be deemed a waiver of any other
breach.
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TECHNICAL ADVICE.
Buyer
agrees that any technical advice not expressly set forth herein furnished by
A to Z Auto Lights with reference to the use of the goods is given gratis
and A to Z Auto Lights assumes no obligation or liability therefore, all
such advice being given and accepted at Buyer’s risk.
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CANCELLATION.
An
order or part of any order can be canceled only upon written notice received
by A to Z Auto Lights prior to shipment of goods.
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APPLICABLE LAW.
This
Agreement shall be governed in all respects by laws of the State of Utah.
Any action arising out of this Agreement or the performance hereof shall be
brought and maintained in the appropriate court in Salt Lake County, Utah.
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MISCELLANEOUS.
Either A to Z Auto Lights or Buyer may assign its
rights under this Agreement, but neither may, without the written consent of
the other, delegate its performance to another party. This Agreement shall
be binding upon and inure to the benefit of the parties hereto, their
successors, and their permitted. This Agreement contains the entire
agreement and understanding between the parties with respect to the subject
matter hereof and supersedes all other prior agreements, understandings and
representations. Any additional or different terms proposed by Buyer in its
purchase order, contract, or agreement are rejected unless expressly
assented to in writing by A to Z Auto Lights. No course of prior dealings
between the parties and no usage of trade shall be relevant or admissible to
supplement or explain any of the terms or conditions set forth herein. No
additions or modifications to this Agreement shall be effective unless in
writing signed by the parties hereto.
