|
1.SHIPMENT: All prices and deliveries by White Glove Cleaning, Inc., also referred to as WGC herein, are shipped from WGC facility in South Jordan , Utah, unless otherwise specified. Method of shipment is at WGC discretion unless purchaser supplies WGC with explicit written instructions a minimum of 15 days in advance of ship date and purchaser agrees to pay any additional shipping costs incurred. Charges to purchaser for freight delivery is actual costs from carrier/s. Purchaser is responsible for any additional or lift gate fees. Delivery dates are estimates only and are subject to availability of goods. WGC shall have no liability for failure to deliver materials by the estimated delivery dates, nor shall it be responsible for a delay in delivery or non-delivery, which results from or is contributed to, by causes beyond WGC control.
2.ACCEPTANCE OF GOODS BY PURCHASER: If purchaser accepts the goods; acceptance shall be final and irrevocable. Purchaser's retention of goods for more than 24 hours after delivery to purchaser place of business, or designated place of delivery, shall be an irrevocable acceptance by purchaser.
3. IDENTIFICATION - RISK OR LOSS: Identification of the goods shall occur at the moment the goods are delivered to any carrier for shipment to purchaser. All risk or loss, title to and damage to goods passes to purchaser upon identification. However, if purchaser has negotiated other terms, which include FOB purchaser's location, then identification and risk of losses shall occur at the time goods are tendered for delivery at customer's location.
4. FREIGHT, TAXES & OTHER CHARGES: All prices are net to White Glove Cleaning, Inc. Purchaser agrees to pay all freight, unless otherwise negotiated, including all additional costs, sales, excise or other taxes, freight, transportation, insurances and all other charges, where applicable. Purchaser may provide tax exempt certification acceptable to taxing authorities to WGC.
5. APPLICABLE LAW & ATTORNEY'S FEES: Orders shall be governed by laws adopted by the State of Utah and in force on the date of the order. Venue for any disputes under orders from WGC, shall lie in Salt Lake County, Utah. In connection with any litigation, including arbitration, or any other dispute arising under an order, the prevailing party shall be entitled to recover his/her expense, including reasonable attorney's fees and costs.
6. ARBITRATION OF DISPUTES: In the event any dispute arises from any aspect of any agreement, including payment, either party shall make written demand for arbitration. 15 days from receipt of written demand each party shall appoint an arbitrator and the two arbitrators shall choose a third. If the two cannot agree on a third within 30 days, either party may require the selection to be made by a judge of a court having jurisdiction. Arbitration will take place in Salt Lake County, Utah and the Utah rules of law, as to procedure and evidence, will apply. A decision agreed to by two of the arbitrators will be binding and either party will have the right to enforce said decision in Salt Lake County, Utah. Each party to the arbitration will pay the expense it incurs and share the expense of the third arbitrator equally.
7 SHIPMENTS OUTSIDE THE U.S.: In the event any dispute arises concerning any aspect of the agreement, including payment, and the purchaser is a resident of a country other than the United States of America, such dispute shall be resolved in accordance with the "Arbitration of Disputes" section of this agreement. Arbitration shall take place in Salt Lake County, Utah and the procedural and substantive law of Utah shall apply. Enforcement of the arbitration decision shall be in accordance to the Convention of the Recognition and Enforcement of Foreign Arbitral Awards.
8. WARRANTIES, DISCLAIMERS & REMEDIES FOR MATERIALS: a. LIMITED WARRANTY: White Glove Cleaning, Inc. warrants that the materials delivered conforms, within reasonable tolerance, to the specifications in the order. This warranty gives the purchaser specific legal rights and possible other rights, which vary from state to state. b. DISCLAIMER: WHITE GLOVE CLEANING, INC. MAKES NO WARRANTY, EXPRESSED OR IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY AGAINST UN-PRODUCTIVITY, LATENT DEFECTS, OR ANY OTHER MATTER, ANY WARRANTY ARISING UNDER THIS ORDER/AGREEMENT EXTENDS ONLY TO THE ORIGINAL PURCHASER AND NOT TO ANY OTHER PERSON, GROUP, OR ENTITY. No affirmation, representation or warranty concerning the materials sold under this agreement is binding on White Glove Cleaning, Inc., unless specifically included in the order, in writing. c. PURCHASER'S OBLIGATION: Within 72 hours from the time of arrival of materials at purchaser location, purchaser shall examine materials for defects, and examination shall include but not be limited to, quantity and variety. If purchaser identifies any defect in materials, purchaser shall notify WGC of the defect by telephone and/or email within 24 hours of discovery of defect. Failure to comply with this notice requirement constitutes an absolute waiver of any claim against WGC. AT WGC request, purchaser shall return sufficient sample of the materials to WGC. d. REMEDIES & LIQUIDATED DAMAGES: WGC obligation under warranty arises pursuant to this order are limited to and shall be fully discharged by replacing, without cost, if reasonably available, any materials that do not comply with warrant, or at WGC option, WGC may refund purchase payment for that portion of order found to be defective. In no event will WGC be liable for more than the purchase price of the material/s, nor shall WGC be liable for consequential, punitive or incidental damages, except as otherwise regulated by law. Purchaser recognizes and agrees that this limitation of consequential damage for commercial losses in not unconscionable. e. RETURN OF MATERIALS: In no event shall purchaser return material/s without obtaining WGC prior permission. Any materials returned to White Glove Cleaning, Inc. without WGC permission, other than pursuant to warranty claim, shall be subject to a service charge of ten (10%) percent of invoice price, plus all transportation charges. This agreement is intended as a final expression of the agreement of White Glove Cleaning, Inc. and the purchaser and is a complete and exclusive statement of their terms of the agreement. No oral statement, no course of prior dealings between the parties, and no usage of trade shall be relevant to supplement or explain any term in the order. AN ORDER CAN BE MODIFIED OR RESCINDED ONLY IN WRITING, SIGNED BY ALL PARTIES OR THEIR DULLY AUTHORIZED REPRESENTATIVE.
9. WARRANTIES, DISCLAIMERS & LIMITATIONS OF REMEDY & LIABILITY FOR MANUFACTURED PRODUCTS: a. LIMITED WARRANTY & DISCLAIMER: White Glove Cleaning, Inc. warrants title to the products. WGC warrants for a period of 6 months from date of purchase by purchaser that all products manufactured by White Glove Cleaning, Inc. shall be free from defects in materials and workmanship. WHITE GLOVE CLEANING, INC. MAKES NO WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TIME OF DELIVERY, OR ANY OTHER MATTER. b. LIMITATIONS OF REMEDY & LIABILITY: If any product purchased under this agreement proves defective within 6 months from the date of receipt by purchaser, purchaser must notify WGC in writing of the defect within 14 days of discovery and within the 6 month warranty period and must establish the product has been properly maintained and/or used. Upon receiving notice and proof of defect and proof of proper maintenance and use, WGC will have option of repair or replacement of goods free of charge, FOB WGC facility, or alternately WGC may choose to refund purchase price. WGC obligation under this warranty shall be fully discharged by WGC repair, replacement of goods, or refund of purchase price of defective product. In no event will White Glove Cleaning, Inc. liability for any and all losses or damage arising out of any cause whatsoever related to the product sold hereunder exceed the purchase price of the product/s. All claims related to the goods shall be deemed waived unless made in writing and delivered to WGC within the time specified above. If WGC does not receive written notice of a claim in time specified above, WGC shall deem any claim an absolute and unconditional waiver by the purchaser, even if the facts relating to such claim have not been discovered.
10. In order to induce White Glove Cleaning, Inc. to accept orders and extend credit, the undersigned hereby personally, jointly and severally guarantees the full and prompt and punctual payment of all purchases. The undersigned waives notice of acceptance of this guarantee of payment for all present and future purchase orders, of any default in payment of such orders and any proceedings to collect against the Debtor.
By submitting this application, I/We do hereby acknowledge, agree to and accept the Credit Agreement and Terms of Sale without exception as set forth above in items 1-10 inclusive.
|
Terms & Conditions