Terms and Conditions of Sale - USA
1. Acceptance
These Terms and Conditions of Sale shall be deemed incorporated into all orders that a Customer may place with Teijin Monofilament (whether by mail, facsimile, telephone or electronic data exchange). Any terms and conditions submitted by a Customer that are inconsistent with or in addition to the terms and conditions contained herein are not binding upon Teijin Monofilament unless specifically accepted by Teijin Monofilament in writing.
2. Payment
Payment must be made to Teijin Monofilament in U.S. dollars. The price does not include, and Customer is responsible to pay, any and all city, state and federal taxes due on the sale of the Product. Unless agreed otherwise in writing by Teijin Monofilament, the purchase price is due and payable thirty (30) days from the date of Teijin Monofilament’s invoice. Customer shall pay a late fee to Teijin Monofilament on overdue accounts at the rate of 1 ½ per cent per month (18 % per year) or, if less, the maximum amount allowed by applicable law.
3. Delivery
All deliveries are made FOB Teijin Monofilament’s facility in Spartanburg, South Carolina. Transportation shall be by common carrier, at Buyer’s risk and expense, with the transportation, insurance and related charges added to the quoted price. Delivery dates communicated to Customer are approximate only. Teijin Monofilament shall not be liable for any damages, claims or losses resulting from Teijin Monofilament’s failure to meet a delivery date. In the case of short or damaged delivery, Customer must notify both Teijin Monofilament and the carrier in writing within ten (10) days after delivery by the carrier. Failure to give such notice shall be deemed an acceptance in full of any such delivery. Teijin Monofilament reserves the right to deliver the quantities requested by Customer subject to deviation not exceeding plus or minus ten percent (10%). In the event of any such quantity variance, payment will be based on the actual quantity delivered at the specified unit price.
4. Packaging
Monofilament packaging (spools) remains the property of Teijin Monofilament and are to be returned to Teijin Monofilament within six (6) months of delivery. Upon such time as Customer has accumulated a shipment of spools to be returned, Customer must notify Teijin Monofilament and Teijin Monofilament shall arrange for shipment of the spools at Teijin Monofilament’s expense. Packaging that is lost or not returned in usable condition to Teijin Monofilament within six (6) months will be invoiced to the Customer at Teijin Monofilament’s replacement cost.
5. Open Orders
Teijin Monofilament will, on occasion, permit a Customer to submit an open order for Product with one or more anticipated delivery dates specified by Customer. In the event Customer fails to direct that the Product be delivered within six (6) months of the date or dates specified for delivery, Customer must immediately pay Teijin Monofilament for such undelivered Product and Teijin Monofilament will, upon receipt of payment, ship such Product to Customer.
6. Warranty and Limitation of Liability
(a) Teijin Monofilament warrants that the Products sold hereunder will be free from defects in material and workmanship and will, on the date of delivery, conform to Teijin Monofilament’s standard specifications. Teijin Monofilament’s warranty obligation is limited to defects of which Teijin Monofilament is notified in writing within thirty (30) days of the date of delivery and at the option of Teijin Monofilament, to either (i) Teijin Monofilament refunding the original purchase price of the defective Product or (ii) Teijin Monofilament replacing or repairing such defective Product. No claim shall be allowed for Product that has been processed in any manner or has been damaged as a result of Customer mishandling or improper use.
(b) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, TEIJIN MONOFILAMENT MAKES NO EXPRESS OR IMPLIED WARRANTY (INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FROM ANY COURSE OF DEALING OR TRADE USAGE) REGARDING THE PRODUCT. Customer, having the expertise and knowledge in the intended use of the Product and any articles made therefrom assumes all risk and liability for results obtained by the use of the Product, whether used alone or in combination with other materials.
(c) UNDER NO CIRCUMSTANCE SHALL TEIJIN MONOFILAMENT HAVE ANY LIABILITY FOR LOSS OF USE OR FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR ANY OTHER LOSS) TO CUSTOMER OR TO ANY OTHER PERSON, FIRM, COMPANY OR OTHER ENTITY. CUSTOMER AGREES TO INDEMNIFY AND SAVE TEIJIN MONOFILAMENT HARMLESS FROM EACH AND EVERY CLAIM, ACTION, OR PROCEEDING, MADE OR BROUGHT BY ANY OTHER PERSON, FIRM, COMPANY OR OTHER ENTITY SEEKING ANY RECOVERY OR RELIEF ARISING OUT OF THE SALE BY TEIJIN MONOFILAMENT TO CUSTOMER OF THE PRODUCT.
7. Excusable Delay or Nonperformance
Teijin Monofilament shall not be liable for delay or failure in performance due to fires, floods, strikes or other differences with workers, accidents, Product shortages, transportation difficulties, war (declared or undeclared), terrorist activities, riot, government orders or regulations (including Governmental delay in license issuance), legal interference or prohibitions, commercial impracticability, defaults on the part of suppliers, or other causes beyond Teijin Monofilament’s reasonable control. Teijin Monofilament shall have no obligation to purchase supplies of Product to enable Teijin Monofilament to perform.
8. Default
(a) Teijin Monofilament may, without prejudice to any other rights it may have, by notice in writing via mail or facsimile to Customer, terminate any order if (i) Customer commits any breach of any of the terms of any order with Teijin Monofilament or (ii) Teijin Monofilament has a reasonable concern regarding Customer’s ability to pay its debts as and when they become due and payable and Customer refuses, or is unable, to provide adequate assurances of performance.
(b) Customer agrees that if Teijin Monofilament utilizes an attorney or collection service to enforce collection of any amount due and unpaid on an order, Teijin Monofilament shall be entitled to recover reasonable legal and other collection costs as well as interest as set forth in Section 2.
9. Applicable Law
The rights and obligations of the parties under these Terms and Conditions of Sale shall be governed by the law of the state of South Carolina without regard to choice of law or conflicts principles of any jurisdiction. CUSTOMER CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS IN SPARTANBURG COUNTY, SOUTH CAROLINA FOR ANY CLAIMS CONCERNING PRODUCT SOLD TO CUSTOMER HEREUNDER. The United Nations Convention on Contracts for the International Sale of Goods shall not govern any sales made by Teijin Monofilament to Customer hereunder or any aspect of any dispute arising therefrom.
10. Miscellaneous
These Terms and Conditions of Sale contain all of the terms and conditions with respect to the purchase and sale of Products sold by Teijin Monofilament to Customer. Unless Customer notifies Teijin Monofilament in writing to the contrary as soon as practical after receipt of these terms and Conditions, Customer shall be deemed to have accepted the Terms and Conditions and, in the absence of such notification, Customer’s acceptance of the Products shall be equivalent to its consent to the terms and conditions hereof. If any term or provision of these Terms and Conditions is found to be invalid, illegal or unenforceable, the Terms and Conditions shall remain in full force and effect and such term shall be deemed stricken and replaced with an alternate term which, to the maximum extent possible, is enforceable and reflects the intent of the parties as set forth herein.