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Metroplex Supply Company, Inc.
TERMS and CONDITIONS of SALE
1. GENERAL
All orders for products and drawings furnished in connection herewith
(hereinafter collectively called “products”) manufactured or supplied by
Metroplex Supply Company, Inc., shall be subject to these terms and
conditions of sale. No modifications or additions hereto will be binding
unless agreed to in writing by an authorized officer of Metroplex Supply
Company, Inc.
2. QUOTATIONS
Price quotations by Metroplex Supply Company, Inc. are subject to change
without notice. All products sold are subject to price in effect at time
of shipment.
3. PAYMENTS
Unless otherwise provided, terms of payment are 30 days net form the
date of invoice for purchases whose credit is approved. Metroplex Supply
Company, Inc. reserves the right to charge interest on any balance
outstanding at 2% per month (or fraction thereof ) or as Metroplex
Supply Company, Inc. shall determine, up to the maximum rate allowed by
law, from the date of payment is due to the date payment is actually
received. Pro rata payments shall become due as shipments are made. If
shipments are delayed by or at the request of the purchaser, payments
shall become due when Metroplex Supply Company, Inc. is prepared to make
shipment. If the cost to Metroplex Supply Company, Inc. of products is
increased by reason of delays caused by the purchaser, such additional
cost incurred by Metroplex Supply Company, Inc. shall be paid by the
purchaser. Metroplex Supply Company, Inc. may, if it deems itself
insecure by reason of the financial condition of purchaser or otherwise,
require full or partial payment in advance and as a condition to the
continuance of production or shipment on the terms specified herein.
4. TAX
All applicable state, local, and county taxes will be charged unless
Metroplex Supply Company, Inc. is provided a valid Texas Resale
Certificate or a Texas Tax Exempt form. It is the responsibility of the
buyer to convey this certificate or form prior to sale.
5. CANCELLATION
Any order when placed with and accepted by Metroplex Supply Company,
Inc. is not subject to cancellation unless agreed to in writing by an
authorized officer of Metroplex Supply Company, Inc. Cancellations are
subject to reasonable charges based upon expenses already incurred and
commitments made by Metroplex Supply Company, Inc.
6. DELIVERY
Any indicated dates of delivery are approximate only, but Metroplex
Supply Company, Inc. will attempt to meet them where possible. Metroplex
Supply Company, Inc. shall not be liable for delays in manufacturing or
delivery or failure to manufacture or deliver due to any event in the
nature force majored or any cause beyond Metroplex Supply Company, Inc.
reasonable control. Metroplex Supply Company, Inc. will not be bound by
ay penalty clause contained in any specification or order
7. PATENTS
Metroplex Supply Company, Inc. shall indemnify and hold harmless the
purchaser against all claims or actions that are instituted against the
purchaser on the grounds that the purchaser has infringed the patent
rights of others by using, reselling, or promoting the sale or resale of
Metroplex Supply Company, Inc. products, provided that Metroplex Supply
Company, Inc. shall not be obligated hereunder if:
a) The purchaser fails to give Metroplex Supply Company, Inc. prompt
notice of any such claim or actions, or
b) Such claims or actions against the purchaser are based wholly or in
part on the existence or operation of any complete installation or
apparatus incorporating Metroplex Supply Company, Inc. products as
components and which is designed or manufactured by the purchaser or its
customer.
8. REGULATORY LAWS OR STANDARDS
Metroplex Supply Company, Inc. makes no representation that its products
conform to state or local laws, ordinances, regulations, codes or
standards except as may be otherwise agreed to in writing by an
authorized officer of Metroplex Supply Company, Inc.
9. SECURITY INTEREST
Unless and until the products are fully paid for, Metroplex Supply
Company, Inc. reserves a security interest in them to secure the unpaid
balance of the price and all other obligations of the purchaser to
Metroplex Supply Company, Inc. however arising. The purchaser hereby
grants Metroplex Supply Company, Inc. a power of attorney to execute and
file on behalf of purchaser all necessary financing statements and other
similar documents required to protect the security interest granted
herein.
10. DAMAGES; LIMITATION
In the event of breach of this agreement by Metroplex Supply Company,
Inc., the rights of the purchaser are limited to the amount therefore
paid to Metroplex Supply Company, Inc. for the goods. THE PURCHASER
SHALL HAVE NO RIGHTS TO CONSEQUENTIAL OR INDIRECT DAMAGES, WHETHER FOR
INJURES TO PERSON, PROPERT OR OTHERWISE.
11. DEFAULT
If the purchaser defaults in performing any of its obligations to
Metroplex Supply Company, Inc. under this agreement, or any other
agreements, Metroplex Supply Company, Inc. may, at its option and
without incurring any liability thereby, elect to terminate this
agreement or to terminate any or all other agreements with the purchaser
or to terminate this agreement together with any or all such other
agreements. Furthermore, Metroplex Supply Company, Inc. shall have right
to all damages sustained, including loss of profits.
12. INSOLVENCY
If the purchaser shall be insolvent or cease doing business or be the
subject of any proceedings under any bankruptcy, insolvency,
reorganization or arrangement statute or law, such act shall at the
option of Metroplex Supply Company, Inc., be deemed a default under this
agreement, and Metroplex Supply Company, Inc. may elect to cease
performing and cancel this agreement with respect to any products not
delivered or received prior to the election. All of the foregoing shall
be without prejudice to recovery by Metroplex Supply Company, Inc. of
damages for work performed and for loss of profits and material and
products delivered.
13. CHANGES
Metroplex Supply Company, Inc. will not accept changes in specification
unless such changes are requested in writing and agreed to in writing by
an authorized officer of Metroplex Supply Company, Inc. and the
purchaser agrees to pay, if necessary, in addition to the original
purchase price a sum so set by Metroplex Supply Company, Inc.
14. ACCEPTANCE
No order or other offer shall be binding upon Metroplex Supply Company,
Inc. until accepted in writing by an authorized officer of Metroplex
Supply Company, Inc.
15. LIMITED WARRANTY
All products sold by Metroplex Supply Company, Inc. are warranted to be
free from defects in materials and workmanship, of said products, under
the manufacturer’s warranty. All claims resulting damage which may be
incurred through the sales use of said products, or part thereof, with
may be defective, will be covered under the manufacturer’s warranties.
16. MISCELLANEOUS
The provisions of this agreement shall be governed and construed in
accordance with the laws of the State of Texas. These terms and
conditions set forth the entire understanding and agreement of the
parties hereto in respect to the subject matter hereof, and all prior
undertakings between the parties hereto, together with all
representations and obligations of such parties in respect to such
subject matter, shall be superseded by and merged into this agreement.
No provisions hereof shall be waived, changed, terminated, modified,
discharged or rescinded orally or otherwise, except by a writing signed
by the party to be charged by any such waiver, change, termination,
modification, discharge, or rescission. No waiver if any breach of any
provisions of this agreement shall constitute an amendment or
modifications of this agreement, or any provision thereof. If any
provision of this agreement shall be held to be unenforceable or
inapplicable in any way or respect, such holdings shall not affect the
enforceability of any other provision of this agreement under any other
circumstances. The provisions of this agreement shall bind and inure to
the benefits of the parties hereto and their respective heirs,
executors, administrators, successors, and (subject to any restrictions
on assignment hereinabove set forth) assigns. In the event unspecified
redress or commitments develop not covered above, terms of the Uniform
Commercial Code under the laws of Texas will be construed as being
effective as they may pertain. |
