Terms & Conditions
STANDARD TERMS AND CONDITIONS OF SALE
The person or entity (the “Buyer”) purchasing goods or services (collectively, “Goods”) from Merediths’ Inc., an Indiana corporation dba SaverSystems (“Seller”), acknowledges and agrees that these Standard Terms and Conditions of Sale, along with any attachment hereto and any document or terms incorporated by reference herein or therein (collectively, the “Terms of Sale”), constitute the entire agreement between the parties with respect to the Goods, regardless of whether or not Buyer or Seller expressly makes reference to these Terms of Sale in any documentation related to any such sale. In the absence of Buyer’s written acceptance of these Terms of Sale, the acceptance by Buyer of any Goods delivered hereunder shall constitute acceptance of these Terms of Sale without modification. Seller’s agreement to provide Goods is limited to and conditioned upon Buyer’s acceptance of these Terms of Sale. Seller hereby rejects any terms in any purchase order, order confirmation, or other documentation or communication of Buyer that are different than or in addition to these Terms of Sale, and such terms shall not constitute any part of the agreement between Buyer and Seller. No course of dealing or usage of trade shall be relevant to supplement or explain any of these Terms of Sale. No modification or waiver of any of these Terms of Sale shall be effective unless made in writing and signed by Seller.
1. ACCEPTANCE OF ORDERS – Seller reserves the right to accept or reject any order. Orders are not binding on Seller until accepted in writing by an authorized employee of Seller. Possession of a price list does not constitute an offer to sell. Seller reserves the right to discontinue the manufacture or sale of any Goods at any time.
2. SHIPMENTS – Quoted shipping dates are Seller’s best estimate at the time of quotation only. Seller will endeavor to meet such shipping dates, but Seller shall not be liable for any direct or indirect costs or damages, including without limitation incidental or consequential damages, resulting from late deliveries.
3. PRICE – All prices are subject to change without notice. The price charged will be the price in effect at the time of order. Without limiting the foregoing, Seller reserves the right, at the time of order and at any time before shipment of the applicable Goods, to charge a surcharge on such Goods to cover a fluctuation in the applicable exchange rate and/or cover increased duties, tariffs, commodity costs, or other related items outside of Seller’s control, in each case, which have impacted Seller. Buyer shall provide Supplier written notice if Buyer objects to the surcharge, at which time Buyer or Seller shall be permitted to cancel the order; provided, Buyer’s failure to provide written notice of cancelation within five (5) business days of being informed of the surcharge shall constitute Buyer’s acceptance of the surcharge. Seller reserves the right to correct any obvious typographical errors in prices or specifications.
4. CREDIT – Approval of Buyer’s credit is required prior to any shipment. If Buyer’s credit is unsatisfactory to Seller or if Seller deems itself insecure, at any time for any reason, Seller reserves the right to suspend further deliveries, to require payment in advance, and/or to take such other actions as Seller determines in its sole discretion are advisable.
5. TERMS OF PAYMENT – Invoices are payable in U.S. dollars only. If any discounts are offered on an invoice, payment must be received by the applicable discount due date. Actual discount due
dates and net due dates are calculated on a calendar-day basis from the invoice date. Discounts apply only to the net purchase price of Goods and do not apply to any other invoice charges, including without limitation any applicable charges for packaging, handling, or transportation.
Payment terms may vary by product line and customer classification (for example, Consumer Products, Professional/Distributor Accounts, or other designated programs) and will be specified on the applicable invoice or price list. Unless otherwise stated, approved accounts are subject to standard credit terms, and customers without approved credit are required to remit payment by credit card at the time of order.
If any amount is not paid when due, Seller shall have the right, in addition to any other remedy available to it, to charge interest on such overdue amount at a rate equal to the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition, if it becomes necessary to place Buyer’s account with an attorney or other agency for collection, Buyer shall be responsible for all costs and expenses, including reasonable attorneys’ and/or collection fees, incurred by Seller in connection therewith.
ALL PAYMENTS, WHETHER UNDER THE STANDARD PAYMENT TERMS OR OTHERWISE, SHALL BE CONSIDERED RECEIVED BY SELLER AS FOLLOWS:
(A) FOR PAYMENTS BY CHECK, WHEN THE CHECK IS RECEIVED AT SELLER’S DESIGNATED PAYMENT LOCATION; AND (B) FOR PAYMENTS BY ELECTRONIC FUNDS TRANSFER, THE BUSINESS DAY IMMEDIATELY PRECEDING THE DAY ON WHICH THE FUNDS ARE IMMEDIATELY AVAILABLE TO SELLER.
If Buyer (i) becomes insolvent or otherwise unable to pay its debts as they become due, files or has filed against it a petition in bankruptcy, makes any assignment for the benefit of creditors, or has a receiver or trustee appointed for it or its property, (ii) takes action to liquidate or otherwise cease doing business as a going concern, (iii) fails to provide adequate assurance or security for credit extended, or (iv) takes any other action that Seller determines in its sole discretion adversely impacts the conditions under which credit was extended, then: (x) all amounts outstanding from Buyer hereunder shall at Seller’s option become immediately due and payable, and (y) without limiting the foregoing, Seller may otherwise terminate any agreement to supply Goods to Buyer.
6. TAXES – All federal, state or local sales, use or other taxes, and all duties, import fees or other assessments, imposed on Goods sold hereunder, or on the manufacture, sale or delivery thereof, shall be the responsibility of Buyer (unless Buyer provides Seller with an exemption certificate acceptable to the applicable taxing authorities).
7. FREIGHT – Unless otherwise specified in writing by Seller, freight shall be paid by Buyer. Seller reserves the right to select the carrier and to ship orders at the most economical rate available. If Buyer requests special packaging, handling, or transportation arrangements, any additional costs incurred shall be charged to Buyer and reflected on the applicable invoice.
Freight policies, including any thresholds for prepaid or “free freight” shipments, may vary by product line and customer classification and will be specified on the applicable price list, order acknowledgment, or invoice. Orders that meet the current minimum order value for prepaid freight, as published in Seller’s price list, qualify for standard ground shipment within the forty-eight (48) contiguous United States.
Shipments to Alaska, Hawaii, and international destinations are excluded from prepaid freight programs and will be billed at actual freight cost.
In the event of any general freight increase, carrier fuel surcharge, or governmental ruling or regulation that results in increased freight or handling costs, Seller may adjust its prices or freight terms without advance notice to reflect such additional costs. The adjusted prices or freight terms shall apply to all Goods shipped on or after the effective date of such increase, ruling, or regulation.
8. DAMAGE OR LOSS IN TRANSIT – All shipments hereunder shall be F.O.B. ship point. The risk of any damage to or loss or shortage of Goods shall pass to Buyer upon delivery of such Goods by Seller to the carrier. Title to such Goods will pass only once Seller has received payment therefor in full. In no event shall Seller be liable for damage or loss to a shipment caused by any carrier.
9. INSPECTION – Buyer will inspect each shipment of Goods immediately upon delivery before any part of the Goods has been changed from its original condition and in no event later than 48 hours from delivery of the Goods. No later than 48 hours from delivery of the Goods, Buyer will deliver to Seller written notice of any deficiencies, defects, variations, shortages, or other discrepancies respect to the Goods. If Seller does not receive such notice within such 48 hours period, Buyer will be irrevocably deemed to have inspected and accepted all such Goods and to have waived any rights and claims with respect thereto, including any right to subsequently reject or revoke acceptance of the Goods or to claim damages in respect thereof.
10. TECHNICAL ADVICE – Any technical advice provided by Seller is furnished solely as an accommodation to the Buyer; and Seller assumes no obligation or liability for the advice given or results obtained, all such advice being given and accepted at Buyer’s sole risk.
11. WARRANTY / LIABILITY DISCLAIMER – Seller warrants that its Goods will conform to the applicable written specifications and be free from defects in material and workmanship under normal installation conditions. The duration, scope, and specific terms of warranty coverage vary by product category and, in some cases, by individual product. The applicable warranty for each product shall be as stated on the product label, in Seller’s published warranty statement, or as otherwise provided in writing by Seller. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 11, SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE GOODS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR USE FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SELLER MAKES NO WARRANTY THAT THE GOODS COMPLY WITH ANY APPLICABLE LAW. THE WARRANTY PROVIDED IN THIS SECTION 11 IS SELLER’S SOLE WARRANTY RESPONSIBILITY AND BUYER'S EXCLUSIVE REMEDY FOR ANY PRODUCT DEFECT OF ANY KIND, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT. Seller’s liability shall be limited in all events to supplying sufficient product to re-treat the specific areas to which defective products have been applied.
IN NO EVENT WILL SELLER INCUR LIABILITY HEREUNDER OR OTHERWISE RELATED TO THE GOODS: (A) FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY CHARACTER; OR (B) IN EXCESS OF THE PURCHASE PRICE OF THE GOODS TO WHICH THE APPLICABLE CLAIM, LIABILITY, OR LOSS RELATES. ANY BUYER CLAIM ARISING HEREUNDER OR RELATED TO THE GOODS MUST BE COMMENCED
BY FILING A COMPLIANT WITH A COURT OF COMPETENT JURISDICTION WITHIN ONE YEAR OF THE ACCRUAL OF SUCH CLAIM, OR ELSE SUCH CLAIM WILL BE DEEMED WAIVED, RELEASED, AND FOREVER BARRED.
THE TERMS OF THIS SECTION 11 WILL APPLY EVEN IF SELLER WAS NEGLIGENT.
12. RETURN OF GOODS – Seller will accept no returns without prior, written authorization. No returns will be accepted after six (6) months from date of delivery. Only complete, unopened cases and pails may be returned. Buyer is responsible for all freight charges on the returned product. Customer’s account will be credited for the returned product less a 20% restocking fee, as long as product is returned in resalable condition. Returns that must be re-worked will receive only partial credit.
13. PAYMENT OF UNDISPUTED INVOICES – Buyer shall pay any undisputed invoices regardless of any dispute that may exist as to other delivered or undelivered goods. With respect to any disputed invoice, Buyer shall pay all amounts not in dispute. Buyer expressly waives the right to assert any offset or counterclaim with respect to amounts due under any invoice issued by Seller hereunder.
14. FORCE MAJEURE – Seller shall not be liable for delays or failure to perform hereunder for any cause beyond Seller’s reasonable control, including without limitation: fire, flood or other casualty or Act of God; strikes, lockouts or other labor trouble; shortage of labor, materials, fuel, or production facilities; equipment or other production sanctions or embargoes; and legal restrictions or actions of any governmental authority.
15. GENERAL – No agreement by Seller to supply Goods to Buyer, including these Terms of Sale, may be assigned or transferred (by operation of law or otherwise) by Buyer without the prior written consent of Seller, and any purported assignment made without such consent shall be null and void. These Terms of Sale shall inure to the benefit of and be binding upon Seller and Buyer and their permitted successors and assigns. All agreements by Seller to supply Goods to Buyer, including these Terms of Sale, and all disputes arising therefrom, shall be governed by, and construed in accordance with, the substantive laws of the State of Indiana, notwithstanding that by application of the conflicts of law doctrines of said state, the substantive law of another jurisdiction would otherwise apply. The state and federal courts of Wayne County, Indiana, shall have exclusive jurisdiction of all matters relating to or arising out of any sale of Goods by Seller to Buyer, including these Terms of Sale. Buyer hereby consents to the jurisdiction of such courts and waives any claim that any such court is an inconvenient forum. IN ALL SUCH ACTIONS, EACH OF THE PARTIES WAIVES ITS RIGHT TO DEMAND TRIAL WITH BENEFIT OF A JURY AND AGREES THAT ALL CLAIMS ASSERTED OR CAPABLE OF ASSERTION THEREIN, REGARDLESS OF WHETHER SUCH CLAIMS BE CHARACTERIZED AS ACTIONS AT LAW OR IN EQUITY, SHALL BE SUBMITTED TO THE COURT WITHOUT BENEFIT OF JURY.