Fillable Printable Goods Sale Contract Form - Oakland

Goods Sale Contract Form - Oakland

SALE OF GOODS CONTRACT

Terms and Conditions of Sale

THIS IS A LEGAL DOCUMENT (“SALES CONTRACT”) BETWEEN YOU

(“BUYER”) AND ULTRA NECTAR, INC. (“SELLER”). PLEASE READ THIS

AGREEMENT CAREFULLY. BY USING AND ACCESSING THE

ULTRANECTAR.COM WEB SITE YOU INDICATE THAT YOU HAVE READ

AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY THIS

AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT ACCESS

AND USE THE ULTRA NECTAR, INC. WEB SITE. PLEASE NOTE THAT THE

TERMS AND CONDITIONS MAY BE PERIODICALLY UPDATED AND

MODIFIED, SO PLEASE BE SURE TO RECHECK THEM. BY ACCESSING AND

USING THE SITE, YOU ACCEPT, WITHOUT LIMITATION OR

QUALIFICATION, THE PRESENT TERMS AND CONDITIONS. YOU ALSO

AGREE TO SO ACCEPT FUTURE UPDATES AND MODIFICATIONS OF THE

TERMS AND CONDITIONS.

1. PAYMENT TERM: Payment terms are net thirty (30) days from date of

invoice. If payment is not received by the due date, invoices are considered

past due. Past due payments will be subject to a service charge of one and

one-half-percent (1 ½%) per month or the maximum amount allowed by

law, whichever is less.

Visa, Mastercard, American Express, Discover, Money Orders, Certified

Checks, Company Checks and Personal Checks.

All payments (checks) should be sent to:

Ultra Nectar, Inc.

2734 East 7

St.

Oakland, CA 94601

Your name must be bank imprinted on the check with the correct address

and telephone number. Buyer agrees to pay a $20.00 charge for each

returned check and all collection costs, including legal fees, if applicable.

If Buyer is delinquent in paying any amount owed to Seller by more than

ten (10) days, then without limiting any other rights and remedies

available to Seller under the law, in equity, or under the contract, Seller

may (i) suspend production, shipment and/or deliveries of any or all

products purchased by Buyer, or (ii) by notice to Buyer, treat such

delinquency as a repudiation by Buyer of the portion of the contract not

then fully performed, whereupon Seller may cancel all further deliveries

and any amounts unpaid hereunder shall immediately become due and

payable. If Seller retains a collection agency and/or attorney to collect

overdue amounts, all collection costs, including attorney's fees, shall be

payable by Buyer. Buyer hereby represents to Seller that Buyer is now

solvent and agrees that each acceptance of delivery of the Products sold

hereunder shall constitute reaffirmation of this representation at such

time.

2. PRICES: All prices quoted are subject to change, without notice, at any

time prior to Seller’s acceptance of Buyer’s order, to such prices prevailing

at the time of acceptance.

3. SHIPMENTS: All shipments F.O.B. office in Oakland, California, and are

exclusive of all taxes, and freight charges, which shall be paid by the

Buyer. Delivery to carrier constitute delivery to Buyer.

4. RISK OF LOSS: It is the Buyer’s responsibility to seek compensation

from the carrier for damaged or missing freight. Seller shall not be

responsible for any claims or damages resulting from a delay in delivery or

failure to perform which results from: governmental regulations, strike,

lockouts, accident, fire, delays in manufacturing, transportation, acts of

God, or any other causes beyond the control Seller. In case of partial or

complete destruction of goods, Seller is excused unless destruction is due

to Seller’s own negligence.

5. CANCELATION, MODIFICATION OR ALTERATION OF SALES

CONTRACT: Due to the short life of seasonal related goods, no returns

will be accepted beyond 14-days from the execution of this Sales Contract.

In no event shall any cancellation, modification, or alteration of winter

AND/OR spring/summer related goods be accepted beyond or out of the

proper time of the usual or pre-appointed time for the chosen particular

season.

6. RIGHT OF INSPECTION: Buyer shall have the right to inspect the

goods on arrival and, within 14 days after delivery. Any rights of Buyer

with respect to inspection shall be deferred until after payment of the

purchase price.

7. RETURNS OF GOODS: No Cash refund will be issued. For returns of

goods tendered under this Sales Contract to be effective, the Seller must

receive written notice of that return at its headquarters within 14 days

after delivery. Returns are allowed only if nonconformity is substantial

and noncurable. A “RETURN AUTHORIZATION” form obtained from

Seller must be accompanied by Invoice Number and description of all

defects of the goods on which the Buyer intends to rely. The failure of

Buyer to comply with these conditions shall constitute irrevocable

acceptance of the goods by Buyer and Buyer is barred from any remedy.

All returns must be shipped back to Seller’s headquarters. All goods

returned must be clean, free of price tags, and packed neatly. Seller has

the right to refuse any returned goods or to credit the Buyer with the

lesser amount paid, if the goods are damaged through improper packing

or improper display methods at Buyer’s locations.

8. EVALUATIONS RETURN POLICY: A 15% restocking fee will be

charged if the goods are not rejected within the 14-days evaluation period.

9. WARRANTY: Seller gives 14 days limited warranty unless otherwise

specified, from the date of delivery. The warranty will not apply to those

goods that are damaged due to misuse, abuse, negligence or notification

by any party other than Seller.

10. ASSIGNABILITY: This Sales Contract shall not be

assignable by the Buyer without the Seller's written consent.

11. LIMITATION OF DAMAGES: In no event shall Seller by liable

for (i) special, indirect, consequential, or punitive damages

including but not limited to labor costs incurred by the Buyer or (ii)

any damages whatsoever resulting from loss of use or profits

arising out of or in connection with the goods sold hereunder. In no

event shall Seller’s liability exceed the purchase price of the goods

in question.

12. WAIVER: No waiver of any claim or right arising under this Sales

Contract will be effective unless the waiver is in writing and signed by the

waiving party.

13. ENTIRE AGREEMENT: The parties intend this writing to be the final

expression of the terms of their agreement and further intend that this

writing be the complete and exclusive statement of all the terms of their

agreement.

14. ATTORNEY FEE PROVISION: In any litigation, arbitration, or other

proceeding by which one party either seeks to enforce its rights under this

Sales Contract or seeks a declaration of any rights or obligations under

this Sales Contract, the prevailing party shall be awarded reasonable

attorney fees, together with any costs and expenses, to resolve the dispute

and to enforce the final judgment.

15. CHOICE OF LAW AND FORUM: This Agreement, and any dispute

arising from the relationship between the parties to this Agreement, shall

be governed by California law. Any dispute that arises under or relates to

this Agreement shall be resolved in Alameda County Superior Court.