TERMS & CONDITIONS
All sales made by Schoen Insulation Services, Inc. (“Seller”) to any person or entity (“Purchaser”) are governed by these Terms and Conditions of Sale unless otherwise specifically agreed by Seller in writing. Upon signature or return of the attached quote, or upon acceptance by Seller, Purchaser agrees to be bound by these Terms and Conditions.
1. PRICES: Prices and terms of sale are Ex Works (Incoterms 2010), 850 Univeter Road, Canton, GA 30115, unless otherwise stated.
2. TERMS OF PAYMENT: All payments from Purchaser are due net 30 days from invoice date, unless other terms are agreed upon in writing between Stephen Schoen (President and CEO of Seller) and the Purchaser. This invoice and purchase agreement constitutes a “commercial account” within the meaning of O.C.G.A. 7-4-16. Any amounts not paid when due as provided hereunder shall accrue interest at a rate equal to one and one-half percent (1.5%) per month calculated on the amount owed from the date upon which it became due and payable until paid. In the event Seller seeks to collect any sum due hereunder by or through an attorney, purchaser shall pay 15% of such amount as attorneys’ fees in accordance with O.C.G.A. 13-1-11. Purchaser will be charged a $25 service charge for any returned check.
3. PRICE INCREASE: Prices are subject to increase on the balance of any undelivered portion of any order by amounts of additional, proportionate and allocated costs of Seller as a result of raw materials price increases.
4. CREDIT: Seller may, at any time, suspend credit, refuse shipment, or cancel unfilled orders, when in Seller’s sole discretion, the financial condition of Purchaser warrants it, or when Purchaser is delinquent in any payments.
5. CANCELLATION: This order is not subject to cancellation, change, reduction in amount, or suspension by Purchaser, except with written consent by Seller and upon terms compensating Seller for any costs resulting therefrom.
6. TOLERANCES: When dimensions and tolerances are not otherwise specified, and agreed upon, all items sold hereunder (collectively, “Goods”) will be within standard tolerance specifications.
7. FORCE MAJEURE: Seller shall be under no responsibility or liability for any loss or damage occurring by reason of delay or inability to deliver caused by fires, machinery breakdowns, accidents, strikes, lockouts, embargoes, delays of carriers, insurrections, riots, acts of civil or military authorities or procuring suitable materials or from any other cause beyond Seller’s control. If delay from any cause occurs, the delivery time shall be correspondingly extended.
8. SAMPLES: Any samples submitted to Purchaser shall be deemed approved unless written rejection is received within ten (10) days of submission.
9. WARRANTY/LIABILITY: Seller warrants that the Goods to be supplied hereunder will conform to the description on the face hereof in all material respects and that it will convey title thereto free from any lawful security interest or other lien or encumbrance unknown to Purchaser. SELLER MAKES NO WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, EXPRESS OR IMPLIED, IF THE GOODS ARE MADE IN COMPLIANCE WITH THE PURCHASER’S DESIGN OR SPECIFICATIONS AS SET FORTH HEREIN. ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED, SELLER SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR OTHER INTANGIBLE LOSSES (EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), OR PERSONAL INJURIES OR DEATH RESULTING FROM USE OR SALE OF THE GOODS OR FROM ANY CLAIMED BREACH OF WARRANTY. Seller’s liability hereunder shall in all instances be limited to the amount payable to Seller pursuant to the purchase order as shown on this invoice.
10. ACCEPTANCE AND RETURNS: Where there is any conflict between the quotation and the purchase order, the quotation is to take precedence. Seller reserves the right to refuse an order. Clerical errors are subject to correction. Purchaser is responsible for inspecting the Goods upon receipt. Purchaser shall notify Seller in writing WITHIN 15 DAYS OF PURCHASER’S RECEIPT OF THE GOODS of any claims related to quality or specification or the same shall be deemed acceptable to Purchaser in all respects. UNDER NO CIRCUMSTANCES WILL SELLER ACCEPT CLAIMS OR RETURNS OF PRODUCTS WHICH HAVE BEEN ALTERED, DEFACED OR MODIFIED IN MANNER. Purchaser will be granted account credit only for permitted returns; there will be no cash or other refunds. Returns shall be made only with prior written authorization by Seller. Credit will be issued only after rejected Goods have been returned to Seller, and a determination has been made that the Goods are truly defective.
11. INFRINGEMENT: Purchaser agrees to defend, indemnify and hold Seller harmless against any loss or damages from infringement of patents, trademarks or copyrights, or claims such infringement arising from Purchaser’s orders or use of Purchaser’s design, equipment, molds or tooling.
Terms and Conditions of Sale
SIS Terms and Conditions, Rev. 3, March 2017
12. DELIVERIES: Products may be shipped as they are produced unless otherwise agreed to by the parties in writing. Shipments may be sent short or over 100%.
13. VENUE, JURISDICTION, GOVERNING LAW AND TRIAL: Seller and Purchaser select and agree that the forum and venue for any claim or lawsuit shall be in Cobb County, Georgia and the parties hereto submit and irrevocably consent to the jurisdiction of any court in said County for any action, suit or proceeding arising hereunder. The parties also submit and irrevocably consent to the non-exclusive jurisdiction of the competent Federal Courts of the United States of America, with venue laid solely in any Northern Federal District Court in Cobb County, Georgia. Each party irrevocably waives any claim that any such suit, action or proceeding brought in any of the aforesaid forums had been brought in an incorrect forum. This instrument shall be governed by and construed in accordance with the laws of the State of Georgia without reference to conflicts of law principles. Purchaser waives any right to trial by jury to the full-extent permitted under law.