FRI Resources, Inc.
Terms & Conditions of Sale
1. APPLICABILITY
All sales, agreements for sale, quotations, proposals, acknowledgment and contracts of sale, including but not limited to purchase orders, shall be subject to the following terms and conditions.
2. CANCELLATIONS
Orders are firm and not subject to cancellation without FRI Resources agreement. A percentage of BUYER's purchase price covering all costs for work done will be applied to cancelled orders.
3. NON-RETURNABLE MERCHANDISE
a. All merchandise covered by this invoice is a special order made expressly for BUYER. All merchandise is non-returnable unless it does not substantially conform to the quoted specifications as determined by FRI Resources.
b. FRI Resources may at its sole option and discretion accept merchandise for return subject to a restocking charge plus drayage.
4. ARTWORK AND/OR GRAPHICS
Our invoice may include a charge for producing artwork and/or graphics. Any such artwork and/or graphics is the BUYER'S property which will be available to the BUYER for pick-up and use at any time. Should the BUYER not wish to obtain possession of their artwork and/or graphics, FRI Resources will store it on our premises without charge. We will not make use of it without the BUYER'S consent. During the period that FRI Resources retains possession of the BUYER'S artwork and/or graphics, FRI Resources does so as a gratuitous depository.
5. TAXES
Prices do not include any applicable sales, use, excise or any other tax. Any applicable taxes will be added to prices at time of invoicing and the BUYER agrees to pay the same. BUYER's exempt from taxes must furnish Certificates of Exemption at time of execution of the agreement or such taxes will be charged.
6. TERMS OF PAYMENT
a. All invoices are NET 30 days from date of invoice unless indicated otherwise.
b. Security interest - BUYER hereby grants and FRI Resources retains a security interest in the subject matter of this Agreement to secure the payment of indebtedness remaining unpaid hereunder. BUYER agrees to execute financing statements and to perform such other actions as FRI Resources requires in connection with such security interest.
c. Deposit Requirement - Deposits may be required for postage, freight, etc. as determined by FRI Resources and in such amounts as stated on the quotation.
7. ACCEPTANCE
Acceptance of this offer is expressly limited to the exact terms and conditions of sale contained herein and any attempt to alter or omit any such terms shall be deemed a rejection and counteroffer.
8. CHANGES
Changes in order quantity or specifications must be delivered to FRI Resources in writing or e-mail and are subject to approval by FRI Resources and our manufacturing plant. Any resulting increased cost will be born by the BUYER.
9. LIMITATION OF LIABILITY
a. All goods sold are subject to the manufacturer's standard express warranties there being no implied warranties as to merchantability or as to the fitness of the merchandise for any particular use.
b. All orders and deliveries are subject to availability of materials and/or merchandise from manufacturers.
c. No liability shall accrue against FRI Resources as a result of any breach of contract resulting from any strike.lockout, work stoppage, accident, act of God, or any other delay beyond FRI Resources’ control, including but not limited to discontinuation or unavailability of merchandise, or any other materials.
d. FRI Resources shall not be liable for any losses, forfeitures and all other consequential damages whether direct or indirect, and whether or not resulting from or contributed to by the implied default or negligence of FRI Resources, its agents, employees, subcontractors and manufacturers, which might be claimed as the result of the use or failure of the goods or services sold. THERE IS NO FURTHER WARRANTY EITHER EXPRESS OR IMPLIED IN CONNECTION WITH THE DESIGN, SALE, MERCHANTABILITY OR USE OF THE GOODS AND/OR SERVICES EXCEPT AS TO TITLE; AND FRI Resources’ LIABILITY ON ITS WARRANTY SHALL IN NO EVENT EXCEED THE COSTS OF THE GOODS.
e. Buyer and Seller agree that the buyer’s exclusive remedy is for the repair or replacement of any defective part or product. Buyer agrees that no other remedy applies, whether for incidental or consequential loss, injury or other loss.
10. HOLD HARMLESS AND INDEMNIFICATION
BUYER agrees to indemnify and hold FRI Resources harmless from all actions, claims or demands of any person, firm or corporation arising out of or in any way connected with the goods and services sold, whether based in whole or in part on the implied default or negligence by FRI Resources, its agents, employees, subcontractors or manufacturers.
11. ENTIRE AGREEMENT
The above terms and conditions represent the full statement between BUYER and FRI Resources. Any amendments to these terms must be in writing and signed by an officer of FRI Resources.
12. DISPUTED ITEMS
Deduct only the amount in question or dispute and pay the difference - complete details concerning the deduction should accompany the check, thus enabling FRI Resources to take appropriate action.
13. GOVERNING LAW
Your order, and all transactions relating to it, will be interpreted under and governed by the laws of the State of Missouri without regard to its conflict of law principles. Buyer and seller agree that the proper venue for all actions arising in connection herewith will be deemed exclusively proper in state court in Saint Louis County Missouri and the parties agree to submit to such jurisdiction.