Terms of service

Acceptance - Buyer's purchase order, acknowledged hereby as an offer of an agreement for the purchase of goods or services, is accepted subject to the following terms and conditions of sale or other such terms and conditions as may be approved in writing by EasyFit Storage Solutions. ("EFSS").

Terms - All payments must be made in cash in advance of shipment unless credit is arranged prior to shipment, then terms are NET 10 days, unless otherwise noted on the invoice. All prices shown are F.O.B. EFSS's supplier’s facility, and unless otherwise stated do not include cartage, insurance charges, taxes, impost or other similar charges.

Routing - Shipments will be routed "Best Way", transportation charges collect unless preferred routing is otherwise specified.

Title; Loss or Damage in Transit - All goods subject to this purchase order will be shipped F.O.B. EFSS's supplier’s facility, and title to the goods and risk of loss passes to Buyer upon delivery F.O.B. EFSS's supplier’s facility unless otherwise specified on the face of this purchase order or in a separate written agreement with EFSS. Carrier acts as Buyer's agent, and Buyer shall be responsible for all expenses incurred by EFSS for the delivery of said goods. EFSS shall not be liable for losses, damages or delays occurring in transit. Claims for loss or damage should be made directly to the carrier immediately upon discovery by Buyer. Buyer shall deemed to have accepted the goods upon the earlier of (a) any conduct by Buyer that is inconsistent with EFSS's ownership of the goods, or (b) the passage of three business days after delivery of the goods to Buyer and Buyer having given no notice to EFSS within that period that the goods do not conform to the description thereof set forth on the invoice.

EFSS Delay in Delivery - When date of delivery is given, EFSS will make every effort to make shipments as near that date as possible, but EFSS will assume no responsibility for any loss or inconveniences caused by non-delivery at specified time.

Circumstances Beyond EFSS Control - EFSS shall not be liable for failure to deliver or for delay in delivery of all or any part of the goods ordered herein by reason of any act of God, war, civil commotion, labor troubles, fire, explosion, windstorm, fire, reduced supply of raw materials, order of any governmental agency, or any cause whatsoever beyond the control of EFSS which interferes with the production, consumption, or transportation of said goods.

Returned Goods - Goods shipped as ordered cannot be returned unless authorized by EFSS in writing, which authorization will be at EFSS's sole discretion. If returned merchandise is so authorized, the merchandise must be returned freight prepaid and a 25% service charge will apply.

Security Interest - As collateral security for the due and punctual payment by Buyer of all amounts payable by it either under this Agreement or on account of any purchase of goods from EFSS, Buyer hereby grants to EFSS a purchase money security interest in all goods now purchased or hereafter acquired by Buyer from EFSS together with the proceeds (including, without limitation, proceeds under insurance policies) thereof, and in all right, title and interest or Buyer in and to all instruments and other documents, whenever arising, covering or relating to such goods, additions and accessions thereto and proceeds and all rights, remedies and claims of Buyer under or with respect to such goods, additions and accessions thereto and proceeds and all rights, remedies and claims of Buyer under or with respect to such documents, whether now existing or hereafter arising. EFSS shall have all the rights, powers, privileges and remedies with respect to such collateral as shall be permitted for a secured party under the Uniform Commercial Code of the State of Delaware as in effect from time to time. Buyer agrees that EFSS may execute, file, and refile such documents as EFSS may reasonably deem necessary or appropriate to carry into effect the purpose of this section or to better assure and confirm to EFSS its rights, powers and remedies under this Section. Buyer hereby authorizes EFSS, in its discretion, to file financing statements and similar documents relative to all or any part of the collateral without the signature of Buyer wherever permitted by law and with the signature of Buyer executed by EFSS's agent as Buyer's attorney-in-fact wherever permitted by law.

Software - If computer software is included with or a component of any of the goods subject to the attached purchase order, such software will be subject to a separate software license agreement, the terms of which the Buyer will agree to prior to using the software. If there is any conflict between the terms of this agreement or the terms of any software license, the terms of the software license will control.

WARRANTY: EFSS SUPPLIERS WARRANT ITS GOODS DELIVERED HEREUNDER TO BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP. THIS WARRANTY SHALL RUN TO BUYER AND/OR ITS CUSTOMERS. THIS WARRANTY SHALL NOT APPLY TO ANY GOODS SOLD HEREUNDER WHICH SHALL HAVE BEEN IMPROPERLY INSTALLED OR SUBJECTED TO MISUSE OR NEGLECT OR WHICH HAS BEEN REPAIRED OR ALTERED EXCEPT BY EFSS'S ACCREDITED REPRESENTATIVE, NOR TO ANY GOODS WHICH HAVE BEEN SUBJECTED TO ACCIDENT. NO WARRANTY IS GIVEN WITH RESPECT TO ANY APPARATUS, INSTRUMENT, COMPONENT, SOFTWARE OR ACCESSORY NOT MANUFACTURED BY EFSS, OR AS TO ANY GOODS WHICH ARE MANUFACTURED BY EFSS BUT WHICH IS INSTALLED OR OTHERWISE SUBJECTED TO USAGE WITH ANY APPARATUS, INSTRUMENT, COMPONENT, SOFTWARE, OR ACCESSORY NOT MANUFACTURED BY EFSS AND NOT APPROVED IN WRITING BY EFSS AS APPROPRIATE FOR USAGE WITH THE GOODS SOLD THEREUNDER. EXCEPT AS EXPRESSLY STATED HEREINABOVE, IN THIS PARAGRAPH AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE, EFSS'S GOODS ARE OFFERED AND SOLD “AS-IS WHERE-IS,” “WITH ALL FAULTS” WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF ANY OTHER KIND WHATSOEVER PERTAINING THERETO.

LIMITATION OF LIABILITY: EFSS'S LIABILITY WITH RESPECT TO ANY CLAIM OF ANY KIND FOR LOSS OR DAMAGE ARISING OUT OF, RESULTING FROM OR CONCERNING ANY ASPECT OF THE OFFERING AND SALE, BY EFSS OF ANY GOODS OR SERVICES TO BUYER IS EXPRESSLY LIMITED TO WHICHEVER OF THE FOLLOWING MEASURES EFSS, IN ITS SOLE DISCRETION, SHALL DETERMINE TO BE APPROPRIATE:

  1. REPAIR OF DEFECTIVE OR NON-CONFORMING GOODS;

  2. REPLACEMENT OF DEFECTIVE OR NON-CONFORMING GOODS;

  3. REPERFORMANCE OF ANY NON-CONFORMING SERVICES; OR

  4. REFUND OF THE PURCHASE PRICE PAID IN RESPECT OF DEFECTIVE OR NON-CONFORMING GOODS.

  5. EFSS'S LIABILITY AS AFORESAID SHALL BE APPLICABLE ONLY AS REGARDS SUCH DEFECTIVE OR NON-CONFORMING GOODS AS ARE RETURNED TO EFSS WITHIN TWELVE MONTHS OF THE DATE OF SHIPMENT. THE REMEDIES PROVIDED HEREINABOVE IN THIS PARAGRAPH SHALL CONSTITUTE BUYER'S SOLE AND EXCLUSIVE REMEDIES FOR LOSS OR DAMAGE ARISING OUT OF, RESULTING FROM OR CONCERNING ANY ASPECT OF THE OFFER OR SALE BY EFSS OF ITS GOODS OR SERVICES TO BUYER, AND EFSS SHALL NOT UNDER ANY CIRCUMSTANCES (WHETHER AS A RESULT OF BREACH OF CONTRACT, BREACH OF WARRANTY, TORT OR OTHERWISE) BE LIABLE TO, AND BUYER SHALL DEFEND, INDEMNIFY AND HOLD EFSS HARMLESS, AS IS PERMITTED BY APPLICABLE LAW, FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EMPLARY OR OTHER DAMAGES OF ANY KIND OR MANNER, INCLUDING WITHOUT BEING LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE OF OR DAMAGE TO PRODUCTS OR EQUIPMENT, COSTS OF CAPITAL OR COST OF SUBSTITUTE FACILITIES OR SERVICES, EVEN IF EFSS SHALL HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, TO THE FULLEST EXTENT PERMITTED BY LAW. IN ADDITION, EFSS SHALL NOT BE LIABLE TO BUYER FOR AND BUYER SHALL DEFEND, INDEMNIFY AND HOLD EFSS HARMLESS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WITH RESPECT TO ANY LIABILITY, LOSS, CLAIM, DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED OR ALLEGEDLY CAUSED DIRECTLY OR INDIRECTLY BY (A) THE POSSESSION, USE OR PERFORMANCE OF THE GOODS BY BUYER OR BUYER'S EMPLOYEES, AGENTS, AFFILIATES OR CUSTOMERS, AND (B) INJURIES TO PERSONS OCCURRING DUE TO THE ACTS OR NEGLIGENCE OF BUYER AND/OR THIRD PARTIES. CREDIT APPROVAL.

In order to establish a credit line (if requested by Buyer), Buyer hereby authorizes EFSS to check information submitted by Buyer as well as all other sources available and to answer questions about Buyers credit experience.

EFSS reserves the right at any time to revoke any credit extended to Buyer because of Buyer's failure to pay for any goods when due or for any other reason deemed good and sufficient by EFSS and in such event to insist upon (i) immediate payment of any outstanding invoices and (ii) payment prior to shipment of any remaining merchandise.

 

 

CONDITIONS OF SALE

This Agreement constitutes the entire agreement between EFSS and Buyer with respect to the subject matter and supersedes any and all prior or contemporaneous understandings or agreements relating thereto, whether written or oral. No manager, officer, employee, representative, agent, or affiliate of EFSS has the authority to modify this Agreement orally, or make any other oral agreement, on behalf of EFSS.

Consent To Delaware Law, Jurisdiction And Venue; Waiver of Jury Trial - Buyer agrees that this Agreement has been negotiated within DELAWARE, Delaware and finally executed within Delaware, and that, accordingly, suit by either of the parties pursuant to this sale shall be governed by, and construed in accordance with the laws of the State of Delaware, and Buyer agrees that the venue for any such litigation shall be Delaware Court. BUYER DOES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED ON OR WITH RESPECT TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Remedies - EFSS may exercise any right or remedy available to it by law or by agreement, and may recover legal fees and other expenses incurred by reason of Buyer's default under this Agreement or the exercise of any remedy hereunder, including expenses related to the repossession, repair, storage, transportation, and disposition of the goods.

Charges of interest to past due accounts - Buyer agrees to pay interest of 18% annually, or the highest rate allowed by applicable law if less, on late accounts that are more than 30 days past due.
Cancellations - Orders are not subject to cancellation, except with EFSS consent, and upon terms and conditions that will indemnify EFSS against all loss.

Errors - EFSS and Buyer agree that any clerical and stenographic errors in any purchase order or similar writing which are established by clear and convincing evidence to incorrectly reflect the agreement of the parties are subject to correction.

Taxes - Buyer is responsible for paying sales and use tax or any other taxes, levies, fees, withholding taxes or any other taxes which may be imposed on any and all orders and services subject to this Agreement unless Buyer provides evidence to EFSS that it is exempt from paying all such taxes within the appropriate jurisdictions. In event EFSS pays any tax or is assessed any tax which is Buyer’s obligation hereunder, Buyer shall fully reimburse EFSS immediately upon written notification for such amount plus any interest, fees, expenses or penalties with respect thereto.

Legal Construction - In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and this document shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. This Agreement has been jointly drafted by the parties and may not be construed against any party on the basis that the party was the draftsperson.

Binding Effect - The terms and conditions shall be binding upon and insure to the benefit of the parties hereto and their respective heirs, representatives, successors and assigns, including, but not limited to, any third party transferee that purchases from either EFSS or the Buyer substantially all of the assets of either EFSS or the Buyer's company.

EFSS Is A Trademark Of EasyFit Storage Solutions LLC