Identification – Risk of Loss
Identification of the goods Comercial Code x2501 shall occur at the moment this contract is signed by the parties. Risk of loss of the goods shall pass to the Buyer on identification.
Title to the goods shall remain with the Seller until Buyer takes physical possession of the goods.
Disclaimer of Express Warrants
Any description of the goods contained in this contract is for sole purpose of identifying them, is not part of the basis of the bargain and does not constitute a warranty that the goods will conform to that description. The use of any sample or model in connection with this contract is for illustrative purposes only, is not part of the basis of the bargain, and is not to be construed as a warranty that the goods will conform to the sample or model. No affirmation of fact or promise made by Seller, whether or not in this contract, will constitute a warranty that the goods will conform to the affirmation or promise.
Disclaimer of Implied Warranties
THE GOODS SOLD UNDER THIS CONTRACT ARE PURCHASED BY THE BUYER “AS IS” AND NO WARRANTY OF MERCHANTABILITY WILL ATTACH TO THE GOODS SOLD UNDER
THIS CONSTRACT, AND SELLER MAKES NO WARRANTY THAT THE GOODS ARE FIT FOR ANY PARTICULAR PURPOSE.
If payment is made in full at the time of delivery, or within 30 days after the date of delivery, the price shall be the full invoice amount. If payment is made after 30 days from the date
of delivery, a 1.5% interest and late charge will be imposed on the unpaid balance, for each month that the amount due remains unpaid.
It is agreed and acknowledged that since the actual damages which would result from any breach by Buyer of his duties under this agreement are uncertain and would be extremely difficult to ascertain, Buyer agrees to pay Seller the amount set forth above as interest and late charges as liquidized and agree damages in the event of any breach of this agreement by Buyer. Product that has not been scheduled for delivery or will call within five days after having been given notice that they are being held at Buyer’s disposal will be billed to the customer according to their account terms.
If Seller has agreed to provide delivery, a charge will be made in the mount set forth on the agreement. If no amount is stated in the space provided, then the goods shall be received by the Buyer at the Seller’s place of business. If delivery is made and there is no one available to accept the goods they will be returned to Seller and an additional fee shall be imposed for future delivery.
Buyer and Seller shall have all remedies afforded by the Uniform Commercial Code as adopted in the State of California as effective and in force on the date of this contract.
It is acknowledged by the Buyer and Seller that the goods sold hereunder are being ordered from manufacturers and repreentatives over which the Seller has no control. Any statements made by the Seller as to an expected shipping date are based on information given to Seller by said manufacturers and representatives. Seller shall not be liable for any delays in delivery.
If any action is brought to enforce the terms of this contract or to collect any sums due hereunder, the prevailing party shall be entitled to reasonable attorneys fees, in addition to any
other damages which might be awarded.
Authority of Seller’s Agents
No agent, employee, or representative of Seller has any authority to bind Seller to any affirmation, representation, or warranty concerning the goods sold under this contract, and
unless an affirmation, repreentation, or warranty made by an agent, employee, or representative is specifically included wihin this written contract, it has not constituted a part of the
basis of this bargain and shall not in any way be enforceable.
This contract can be modified or rescinded only by a writing signed by both of the parties or their duly authorized agents.
Tender of Delivery
Seller shall give notice to Buyer as soon as the goods are ready for delivery. Buyer agrees to receive the goods at Seller’s place of business within five days after having been given notice that they are being held at Buyer’s disposal. The goods shall be inspected upon tender to the buyer. Failure to inspect within the five days after tender shall constitute a waiver of buyer’s right of inspection and shall be eqivalent to acceptance of goods. Product will be subject to storage fees if delivery is not scheduled within five business days after having been given notice that they are being held at Buyer’s disposal. Storage fees will be comparable to monthly rates of local storage facilities, and will be based on the value and/or volume of the product.
Buyer has read and understands the manufacturer’s warrnaties and instructions on proper handling, storage and finishing requirements for the goods sold hereunder, and shall be responsible for any fialure to comply with said instructions.
Technical Advice by Seller
Buyer shall not rely on technical advice given by Seller or any of their agents. Any reliance is at the sole risk of Buyer.