This is a memorandum of the terms and conditions of sale. Modifications, changes, additions, cancellations, or suspensions will not be binding unless accepted in writing. When your orders contain provisions inconsistent with the provisions of the invoice, or shall prevail and any changes in quantities ordered are subject to price revision if necessary.
Title & Risk
Unless otherwise specified in writing, the seller (Wilsonart) retains the title until payment is received. Irrespective of this provision, and of the provisions concerning prices and transportation charges, risk of loss or damage shall pass to the buyer or any common contract carrier as the case may be, whichever comes first. If we assist the buyer in processing claims against carriers, we shall not incur any liability therefore.
As soon as goods are delivered to Buyer, Buyer shall inspect the goods, whether or not the inspection of the goods is difficult due to size of the goods or manner of packaging of the goods. Notice must be given within five (5) business days of receipt of any defects, omissions, or damages. Failure to make notice shall be constituted as acceptance of said goods by the Buyer.
All estimates as to deliveries are based upon conditions prevailing at date of quotation and seller will use his/her best efforts to meet the estimated delivery date. In the event that there are any delays in deliveries, the seller shall not be liable therefore and the buyer agrees to accept such deliveries when made by the seller. If the seller is unable to deliver the material for the account of the Buyer's orders or contracts for any of the following causes, inadequacy of labor, fuel, power, materials, facilities of suppliers, strikes, lockouts, war, blockages, or embargoes, acts or requirements of any state, or beyond reasonable control, weather of a similar or different nature than the foregoing, the seller may cancel the buyer's order or contract with respect to such material without liability to either party.
Orders shall not be canceled except upon mutual agreement. Seller will not in any event agree to cancellation when special stock has been manufactured to order, or because of any price changes.
Adequate Assurance of Performance
If the buyer fails to fulfill the terms of payment of any invoice or if the financial responsibility of the buyer shall become impaired or unsatisfactory to the seller, or if necessitated by any acts of any governmental authority, the seller reserves the right to change terms of the payment and/or deter or discontinue further shipments without prejudice or any other lawful remedy until past due payments are made and satisfactory assurances of buyer's credit standing are received by the seller or until such acts or requirements of such governmental authority shall have been complied with. The seller also reserves the right in the cases of any of the foregoing events to cancel the contract, in which event the buyer shall compensate the seller for any commitments obligations, expenditures, expenses, and costs the seller may have incurred in connection with the contract. Each shipment by the seller be considered a separate transaction and if payment is not received therefor within the periods specified herein; the Seller may bring separate suit to recover the contact price of each said shipment. If any of the following events occur, Seller shall have the right to demand assurance from Buyer that payment in full will be made: