STANDARD TERMS AND CONDITIONS OF SALES
- SELLER is Full Cycle Enterprises, LLC, Full Cycle Trucking, LLC, 1610 E Rawson Ave, LLC, and any of its subsidiaries or affiliated companies.
- TERMS TO GOVERN. The terms and conditions set forth herein shall constitute the sole terms and conditions of sale for this quotation (the “Quote”) and any orders placed hereunder. No other terms and conditions, whether contained in Buyer’s purchase order or elsewhere, shall be binding on Seller unless agreed to in writing by Seller.
- TITE/RISK OF LOSS. Title and risk of loss shall pass to Buyer at the time the goods are delivered to or picked up by Buyer.
- PAYMENT AND CREDIT TERMS. Failure of the Buyer to pay on the due date for products shipped shall give Seller the right, but not the obligation, to suspend further shipment, without notice, to the Buyer, until all previous shipments are paid, or to terminate this agreement and seek all available remedies from Buyer. Interest will accrue at 1.5% per month on all past due invoices. All payments by Buyer shall be final 180 days after shipment of the goods, and Buyer shall have no right to audit payments or deduct future payments after such date. Notwithstanding anything else herein contained, Seller reserves the right to modify payment terms or to allow no credit whatsoever to Buyer if Seller determines that it cannot grant Buyer the credit terms which are specified herein or Buyer’s credit changes. Buyer also agrees to pay all reasonable attorneys’ fees and all other costs incurred by the Seller to collect the past due amounts. Buyer understands that this reservation is necessary to allow Seller’s credit department to have adequate time to review Buyer’s credit status. The buyer agrees to pay all reasonable attorneys’ fees and all other costs incurred by the Contractor to collect the past due amounts.
- WARRANTY. Seller warrants that it has the right to convey good title to the goods and that the goods will be delivered free of all liens and encumbrances. Except for the warranties specifically set forth above, Seller disclaims all other express or implied warranties with respect to the products, including without limitation the implied warranties of merchantability and/or fitness for a particular purpose.
- LIMITATION OF LIABILITY. In no event shall Seller be liable to Buyer, or to any third party, for any indirect, consequential, incidental, special, punitive or exemplary damages of whatsoever nature (including, but not limited to, lost business, lost profits, damage to goodwill or reputation and/or reputation and/or degradation in value of brands, trademarks, trade names, service names or service marks), whether arising out of breach of contract, warranty, tort (including negligence, failure to warn, or strict liability) or otherwise.
- RESPONSIBILITY FOR DAMAGES. Buyer acknowledges and agrees that they are solely responsible for any damage caused to their vehicles when on Seller’s site or premises as a result of loading goods or for any reason, whether accidental, negligent, or otherwise. By proceeding onto Seller’s property, Buyer assumes all risks associated with vehicle damage and/or personal injury related to material loading, road condition, terrain, debris, or any other reason, including but not limited to, theft, vandalism, accidents, or any acts of nature.
- EXCLUSIVE REMEDY. If upon delivery to Buyer the goods appear not to meet the above warranty, Buyer shall immediately notify Seller who shall have a right to inspect them. Buyer shall not return, repair, or dispose of any goods that fail to meet the above warranty without Seller’s written consent. In the event Seller breaches the above warranty, Buyer’s sole and exclusive remedy and Seller’s sole and exclusive liability shall be limited to, at Seller’s option, replacement of non-conforming goods with conforming goods or return of the purchase price.
- FORCE MAJEURE. Seller shall be excused for failure to deliver or delay occasioned by conditions beyond Seller’s reasonable control, including, but not limited to, Acts of God, fire, flood, windstorm, acts of governmental authorities, strikes, shortage of raw materials, breakdown, shortage or non-availability of transportation facilities or equipment or any similar event not within Seller’s control. In the event Seller is unable to supply the total requirements of its customers, Seller may allocate its available supply among its customers in a manner deemed by Seller to be fair and equitable. If Seller declares force majeure hereunder, Seller may cancel any unperformed portion hereof upon ten (10) days’ written notice to Buyer.
- Any advance in applicable freight rates or taxes taking effect before the fulfillment of orders placed under this Quote shall be for Buyer’s account. All demurrage or detention charges shall be for Buyer’s account. Seller reserves the right to add energy and/or transportation-related surcharges for Buyer’s account. In addition, if Seller is unable, for any reason, to supply the goods from its plant closest to Buyer’s facility, then Seller may, but is not required to, supply the goods from another plant, to the extent it is available, subject to Buyer’s payment of all increased freight costs. Seller reserves the right to charge a processing fee for all credit card transactions. Seller reserves the right to charge a $50 fee for any and all checks returned or otherwise not honored for insufficient funds or any other reason.
- Buyer shall furnish complete shipping instructions in sufficient time to enable Seller to perform its obligations hereunder. Seller shall not be obligated to make shipment in absence thereof. If more than one delivery is called for, each delivery is to be considered a separate contract for purposes of furnishing complete shipping instructions by Buyer. Unless otherwise provided for herein, if the Quote provides for deliveries over a period exceeding one month, Seller shall not be obligated to deliver in any thirty-day periods more than approximately equal monthly quantities, in relation to the total amount. The destination routing of shipments will be at Seller’s option. Buyer agrees to hold Seller harmless from any damage to sidewalks, driveways, curbs, lawns or other damages caused by Seller’s truck on premises.
- If either party breaches any of its obligations under this Quote or any order thereunder, the non-breaching party may give a ten (10) day notice of termination, and if the breach has not been cured during the said 30-day period, this Quote shall terminate. In the event Buyer files a voluntary petition in bankruptcy; makes an assignment for the benefit of creditors; is adjudicated as bankrupt; and/or becomes insolvent, Seller may terminate this Agreement effective immediately. Termination, pursuant to this Section, while being in itself a remedy for breach, shall not preclude any other legal or equitable remedy which is available to the terminating party.
- Buyer shall be liable for any taxes or other exactions levied by Federal, State, or local authorities upon the sale, delivery, storage, consumption or transportation of the goods or services, and if any such items are paid or required to be paid by Seller, the amount shall be added to and become part of the price payable to Seller for such goods or services.
- The rights and obligations under this Quote are assignable by Buyer.
- FORWARD CONTRACT. The Parties agree that the transactions hereunder constitute a “forward contract” within the meaning of the United States Bankruptcy Code and that each Party is a “forward contract merchant” within the meaning of the United States Bankruptcy Code.
- CONTRACT AMBIGUITIES. The Parties acknowledge that they have had the opportunity to consult with legal counsel of their own choosing. As a result, the rule of construction that provides that ambiguities in a contract shall be construed against the drafter shall not apply to these terms and conditions and the Parties waive any such defense to the terms of these terms and conditions.
