W International, LLC
Customer Terms and Conditions
1. Offer. This constitutes W International offer as Seller to Buyer and is not binding on Seller until accepted by Buyer verbally or in writing. Seller may revoke the offer any time prior to acceptance. At no time will the offer remain open longer than 30 calendar days after made, unless otherwise noted.
2. Acceptance. Buyer has read and understands this agreement and agrees that Buyer’s written or verbal acceptance of this agreement constitutes Buyer’s acceptance of these terms and conditions only. All terms and conditions proposed by Buyer, which are different from or in addition to this agreement are unacceptable to Seller, are expressly rejected by Seller, and shall not become part of this agreement. Any modifications to this agreement shall be made in accordance with Paragraph 15.
3. Delivery. Delivery will be effected by the means specified in this agreement. If no means are specified, then Buyer is responsible for pick-up of the goods or arrangement for other delivery. Freight charges are as specified on this agreement. If no freight charges are specified, then terms are freight collect.
4. Title. Title to goods passes when delivery is tendered at W International facility as F.O.B. point. Buyer assumes responsibility for all risk of loss once delivery is tendered, irrespective of whether or not Seller’s vehicles or employees are used for shipment.
5. Payment. Payment must be tendered in U.S. Dollars. Payment terms are net 30 days (unless otherwise stated), at which point finance charges may accrue at a rate the greater of 1.5% per month (18% per annum) or the maximum rate allowable by law. Seller is entitled to reasonable costs, including but not limited to counsel fees and expenses, if suit for collection or performance is necessary.
6. Nonconforming Goods. Goods received by the buyer under this agreement are subject to the Buyer’s right of inspection and rejection. Nonconforming goods must be returned to and received by Seller within 30 days of originally tendered delivery along with an explanation of the nonconformance. Lack of rejection of goods within the stated 30 days period is deemed acceptance of goods. Seller reserves the right to correct the goods, fully or partially credit any unpaid amounts, or refund the paid purchase price, at Seller’s option. Payment for corrected goods is due immediately upon receipt of corrected goods, but in no case shall payment be due in less than the standard net 30 days or otherwise agreed upon terms.
7. Force Majeure. Any delay or failure of Seller to perform its obligations hereunder shall be excused if, and to the extent that it is caused by any event or occurrence beyond the reasonable control of the Seller without its fault or negligence. Such event or occurrence may include but is not limited to acts of God, action by way of any government authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, labor problems (including lockouts, strikes, and slowdowns),inability to obtain power, material, labor, equipment or transportation, or court injunction or order. Under no circumstances shall Seller be responsible for consequential and/or incidental damages of any kind or nature.
8. NO WARRANTIES. SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER WITH RESPECT TO ANY PRODUCT OR SERVICE PROVIDED BY SELLER PURSUANT TO THIS AGREEMENT INCLUDING THE CONDITION OF ANY PRODUCT, THE SUITABILITY, DURABILITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. SELLER PROVIDES AND BUYER ACCEPTS ALL SUCH PRODUCTS “AS IS”. IN NO EVENT WILL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH, OR ARISING OUT OF THE EXISTENCE OR THE FURNISHING, FUNCTIONING, OR THE USE OF ANY PRODUCT OR SERVICE PROVIDED UNDER THIS AGREEMENT.
9. Rights. Buyer represents that it has all legal rights (including intellectual property rights) and the full power and authority to (i) provide the specifications and other information it provides to Seller for purposes of Seller’s duties to be performed under this agreement and (ii) to authorize Seller to perform its duties under this agreement, and that no such performance in accordance with Buyer’s instructions and specifications will violate the rights of any third parties.
10. Remedies. The rights and remedies herein reserved to Seller are cumulative and in addition to any other or further rights and remedies available at law or in equity.
11. Indemnification. Buyer shall defend and hold harmless Seller, its directors, officers, employees, agents and subsidiaries from and against any losses, claims, damages, judgments, liabilities, and expenses (including reasonable counsel fees and expenses) resulting from the Buyer’s failure to perform or observe any of its covenants or obligations hereunder.
12. No Waiver. No waiver of any breach of any provision of this agreement will constitute a waiver of any other breach or a waiver of such provision.
13. Integration. If any provision of this agreement is held to be unenforceable, it will be adjusted, if possible, in order to achieve the intent of the parties. However, in no event will it invalidate any other provision(s) of this agreement, all of which will remain in full force and effect.
14. Governing Law. This contract shall be construed according to the laws of the State of Michigan as if fully performed thereunder.
15. Arbitration. Any litigation regarding this agreement will be settled in the State of Michigan and shall be decided by arbitration in accordance with the current Commercial Arbitration Rules of the American Arbitration Association (AAA Rules). Arbitration under this provision shall be conducted in a designated AAA office. The ultimate decision of the Arbitrator shall be binding on the parties.
16. Entire Agreement. This agreement, together with the attachments, exhibits, or supplements, specifically referenced in this order constitutes the entire agreement between Seller and Buyer with respect to the matter contained herein and supersedes all prior oral or written representations and agreements. This order may only be modified by a revision in writing as signed by both parties.