1. Definitions
In these Terms and Conditions:
2. Order Acceptance and Pricing
2.1. All orders are subject to acceptance by the Supplier. The Supplier reserves the right to decline any order without stating reasons.
2.2. Prices are subject to change without notice. Quoted prices remain valid for 30 days unless otherwise specified in writing.
2.3. All prices exclude applicable taxes, shipping, handling, and installation costs unless explicitly stated otherwise.
3. Payment Terms
3.1. Payment terms are net 30 days from the date of invoice unless otherwise agreed in writing.
3.2. The Supplier reserves the right to require advance payment or security for payment if the Customer's financial condition so warrants.
3.3. Late payments will incur interest at 1.5% per month or the maximum rate permitted by law.
4. Delivery and Risk
4.1. Delivery dates are approximate and not guaranteed. The Supplier shall not be liable for any delays in delivery.
4.2. Risk of loss passes to the Customer upon delivery to the carrier at the Supplier's facility.
4.3. The Customer must inspect Products upon delivery and report any visible defects within 48 hours.
5. Warranty
5.1. The Supplier warrants that Products will be free from defects in materials and workmanship for 12 months from the date of delivery.
5.2. This warranty does not cover:
5.3. The Supplier's sole obligation under this warranty is to repair or replace defective Products at its discretion.
6. Limitation of Liability
6.1. The Supplier's total liability for any claim shall not exceed the purchase price of the Products giving rise to the claim.
6.2. The Supplier shall not be liable for any indirect, incidental, or consequential damages, including lost profits or production downtime.
7. Intellectual Property
7.1. All intellectual property rights in the Products remain the property of the Supplier.
7.2. Technical documentation provided with Products may not be reproduced without the Supplier's written permission.
8. Force Majeure
8.1. The Supplier shall not be liable for any failure or delay due to circumstances beyond its reasonable control, including:
9. Compliance and Safety
9.1. The Customer shall comply with all applicable laws and regulations regarding the use, storage, and disposal of Products.
9.2. The Customer shall ensure that all personnel operating the Products are properly trained and follow safety guidelines.
10. Termination
10.1. The Supplier may terminate any order or agreement immediately if the Customer:
11. Governing Law and Jurisdiction
11.1. These Terms and Conditions shall be governed by and construed in accordance with the laws of [Jurisdiction].
11.2. Any disputes shall be subject to the exclusive jurisdiction of the courts of [Jurisdiction].
12. Amendments
12.1. The Supplier reserves the right to modify these Terms and Conditions at any time.
12.2. Current Terms and Conditions will be made available upon request.
13. Severability
13.1. If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.