International Stoneworks, Inc.,
Purchase Order Terms and Conditions
Acceptance — ALL SALES ARE SUBJECT TO AND EXPRESSLY CONDITIONED UPON THE TERMS AND CONDITIONS CONTAINED HEREIN, AND UPON BUYER'S ASSENT THERETO. NO VARIATION OF THESE TERMS AND CONDITIONS WILL BE BINDING UPON SELLER, UNLESS AGREED TO IN WRITING AND SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF SELLER. HERINAFTER, SELLER IS DEFINED THROUGHOUT THIS DOCUMENT AS INTERNATIONAL STONEWORKS, INC. (ISI).
Changes — Orders arising hereunder may be changed or amended only by written agreement signed by both Buyer and ISI setting forth the particular changes to be made and the effect, if any, of such changes on the price and time of delivery. Buyer may not cancel this order unless such cancellation is expressly agreed to in writing by ISI. In such event, ISI will advise Buyer of the total charge for such cancellation including, if any, a re-stocking fee and/or shipment cost, and Buyer agrees to pay such charges.
Delivery, claims, delays — All sales are ISI’s shipping point unless otherwise noted. If Shipping and Handling Charges are quoted or invoiced, they will include charges in addition to actual freight costs. Delivery of the goods to the carrier at ISI’s shipping point shall constitute delivery to Buyer and Buyer shall bear all risk of loss or damage in transit. ISI reserves the right, in its discretion, to determine the exact method of shipment unless specifically instructed to use another method by Buyer. Additional costs of using Buyer’s shipment method will be paid by Buyer. ISI reserves the right to make delivery in installments, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer of Buyer's obligations to accept remaining deliveries.
Immediately upon Buyer's receipt of any goods shipped hereunder, Buyer shall inspect the same and shall notify ISI in writing of any claims for shortages, defects or damages and shall hold the goods for ISI’s written instructions concerning disposition. If Buyer shall fail to so notify ISI within five (5) days after the goods have been received by Buyer, such goods shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the Buyer.
ISI shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond ISI’s reasonable control, including, without limitation, unsuccessful reactions, act of Buyer, embargo or other governmental act, regulation or request affecting the conduct of ISI’s business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices.
Allocation of goods — If ISI is unable for any reason to supply the total demands for goods specified in Buyer's order, ISI may allocate its viable supply among any or all Buyers on such basis as ISI may deem fair and practical, without liability for any failure of performance which may result therefrom.
Payment — Terms of sale are net 30 days of date of invoice, unless otherwise stated. If the financial condition of Buyer results in the insecurity of ISI, in its sole and unfettered discretion, as to the ultimate collectability of the purchase price, ISI may, without notice to Buyer, delay or postpone the delivery of the products; and ISI, at its option, is authorized to change the terms of payment to payment in full or in part in advance of shipment of the entire undelivered balance of said products. In the event of default by Buyer in the payment of the purchase price or otherwise, of this or any other order, ISI, at its option, without prejudice to any other of ISI’s lawful remedies, may defer delivery, cancel this Contract, or sell any undelivered products on hand for the account of Buyer and apply such proceeds as a credit, without set-off or deduction of any kind, against the contract purchase price, and Buyer agrees to pay the balance then due to ISI on demand. Buyer agrees to pay all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by Buyer in any of the terms hereof.
Taxes and other charges — Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between ISI and Buyer shall be paid by Buyer. Such taxes will be added to the invoice, Buyer shall provide IS at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the
Pricing — Prices are in U.S. Dollars unless specifically otherwise noted in ISI’s price quotation or pro-forma invoice. Prices shown on ISI’s web site are subject to change. Please call ISI for current prices if you require this information prior to placing your order. We guarantee our written US Domestic quotations for 90 days. For guarantee information regarding quotations outside the US, please contact ISI. When placing your order, please reference our quoted prices or our pro forma number
Warranties — ISI warrants that its products shall conform to the description of such products as provided to Buyer by IS through ISI’s catalog, web site , analytical data or other literature. THIS WARRANTY IS EXCLUSIVE AND ISI MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. ISI’s warranties made in connection with this sale shall not be effective if ISI has determined, in its sole discretion, that Buyer has misused the products in any manner, has failed to use the products in accordance with industry standards and practices, or has failed to use the products in accordance with instructions, if any, furnished by ISI.
ISI’s sole and exclusive liability and Buyer's exclusive remedy with respect to products proved to ISI’s satisfaction to be defective or nonconforming shall be replacement of such products without charge or refund of the purchase price, in ISI’s sole discretion, upon the return of such products in accordance with ISI’s instructions. ISI SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF ISI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF BUYER OR OTHER USE OR ANY LIABILITY OF BUYER TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY ISI’S GROSS NEGLIGENCE. All claims must be brought within ten (10) days of shipment, regardless of their nature.
Compliance with laws, regulations — ISI certifies that to the best of its knowledge its products are produced in compliance with applicable requirements of the Fair Labor Standards Act, as amended, and the Occupational Safety and Health Standards Act of 1970 and regulations, rules and orders issued pursuant thereto.
Buyer's use of products — ISI’s products are intended primarily for cleaning, polishing or protecting natural stone and tile surfaces and, unless otherwise stated on product labels, in ISI’s catalog or in other literature furnished to Buyer, are not to be used for any other purposes. Buyer expressly represents and warrants to ISI that Buyer will properly use and market any products purchased from ISI and/or materials produced with products purchased from ISI in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws and regulations, now and hereinafter enacted. Buyer further warrants to ISI that any material produced with products from ISI shall not be adulterated or misbranded. Buyer agrees to comply with instructions, if any, furnished by ISI relating to the use of the products and not misuse the products in any manner. If the products purchased from ISI are to be repackaged, relabeled or used as starting material or components of other products, Buyer will verify ISI’s assay of the products
Buyer's Representations and Indemnity — Buyer represents and warrants that it shall use all products ordered herein in accordance with ISI’s instructions as provided is ISI’s literature, web site, instructional videos or any other means. Buyer agrees to indemnify and hold harmless ISI, its employees, agents, successors, officers, and assigns, from and against any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that ISI may sustain or incur as a result of any claim against ISI based upon negligence, breach of warranty, strict liability in tort, contract, or any other theory of law brought by Buyer, its officers, agents, employees, successors or assigns, by Buyer's customers, by end users, by auxiliary personnel (such as freight handlers, etc.) or by other third parties, arising out of, directly or indirectly, the use of ISI’s products, or by reason of Buyer's failure to perform its obligations contained herein. Buyer shall notify ISI in writing within ten (10) days of Buyer's receipt of knowledge of any accident, or incident involving ISI’s products which results in personal injury or damage to property, and Buyer shall fully cooperate with ISI in the investigation and determination of the cause of such accident and shall make available to ISI all statements, reports and tests made by Buyer or made available to Buyer by others. The furnishing of such information to ISI and any investigation by ISI of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by ISI.
Returns — Goods may be returned for credit ONLY with ISI’s permission, and then only in strict compliance with ISI’s return shipment instructions. Partially used product containers may not be returned for credit. Buyer shall provide ISI with detailed reasons for returning ISI’s products. Such reasons may include damage to containers during transportation. Buyer will provide specific proof of such damage such as photographs and notations on receipt documents.Any returned items may be subject to a twenty percent (20%) processing fee and must be returned within 15 (fifteen) days of purchase.
Technical Assistance — At Buyer's request, ISI may, at ISI’s discretion, furnish technical assistance and information with respect to ISI’s products. ISI MAKES NO WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO TECHNICAL ASSISTANCE OR INFORMATION PROVIDED BY ISI OR ISI’S PERSONNEL. ANY SUGGESTIONS BY ISI REGARDING USE, SELECTION, APPLICATION OR SUITABILITY OF THE PRODUCTS SHALL NOT BE CONSTRUED AS AN EXPRESS WARRANTY UNLESS SPECIFICALLY DESIGNATED AS SUCH IN A WRITING SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF ISI.
Miscellaneous — ISI’s failure to strictly enforce any term or condition of this order or to exercise any right arising hereunder shall not constitute a waiver of ISI’s right to strictly enforce such terms or conditions or exercise such right thereafter. All rights and remedies under this order are cumulative and are in addition to any other rights and remedies ISI may have at law or in equity. Any waiver of a default by Buyer hereunder shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. The paragraph headings herein are for convenience only; they form no part of the terms and conditions and shall not affect their interpretation. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns.
Governing Law — All disputes as to the legality, interpretation, application, or performance of this order or any of its terms and conditions shall be governed by the laws of the State of Texas including its conflict of laws principles. Each party to this order agrees that any dispute arising between them which results in either party instituting court proceedings shall be litigated in Harris County, Texas
Export Compliance — ISI’s products, programs, and services are subject to US export laws, rules, treaties, regulations, and international agreements. All individuals who access ISI’s website assume the responsibility of abiding by the US export laws, rules, treaties, regulations, and international agreements along with applicable foreign laws when transferring, selling, importing, exporting, re-exporting, deemed exporting, diverting, or otherwise disposing of such products, programs, and services. By reviewing ISI’s terms and conditions, you represent you are not in a sanctioned country nor are you an individual or an entity whose access to this website is restricted by US export laws, rules, treaties, regulations, and international agreements.
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