STANDARD TERMS AND CONDITIONS OF SALE
All orders are expressly subject to the following terms and conditions:
The terms “us” or “IBCI” means Industrial Battery & Charger, Inc., its subsidiaries and affiliates. “You” or “buyer” means the party shown on our quote, and the payor of our invoice, if different from the buyer shown on the quote, and its and their subsidiaries and affiliates.
These terms and conditions of sale (“terms”) apply to all orders accepted by us regardless of any contrary terms or conditions contained in orders submitted to us, requests, or oral discussions. Any terms or conditions contrary hereto are rejected and will not be deemed to be a part of any order unless expressly agreed to in writing by us. Our quote is not a firm offer and may be changed at any time without notice prior to acceptance. Acceptance of the goods by you constitutes acceptance of these terms and your agreement to any additional terms, correspondence or forms supplied by us at any stage of the transaction. All orders are subject to, and shall be effective only upon, written acceptance by us or upon delivery of the goods.
PRICE, PAYMENT, TAXES
The prices quoted are FOB our local dock, and are subject to change without notice until accepted. All sales are at our prices then in effect at the time of shipment. We reserve the right to correct any charge which is erroneously quoted. Payment must be made in U.S. currency. Payment is due in full on the shipment date unless other arrangements have been agreed to in writing by us. Payments not received within 30 days from shipment shall bear interest at the rate of 18% per annum or the highest rate permitted by law, if lower. Time is of the essence as to all payment dates. The acceptance of a late payment, with or without objection, shall not constitute a waiver of any right to damages for such late payment or a waiver of the requirement for timely payments in the future. Any tax, surcharge or similar levy imposed on sale shall be paid by buyer unless such is specifically included in the quote.
SHIPMENT, DELIVERY, INSPECTION
Buyer is responsible for all freight, storage, handling, packaging, insurance and similar charges unless we specifically agree otherwise in writing. Title and risk of loss transfer to the buyer when the goods leave our dock. Prices include our standard packaging only. While we endeavor to ship upon the date requested, no delivery or arrival date is guaranteed and we are only required to use our reasonable efforts to accommodate agreed schedules. In no event are we liable for delays or events outside of our reasonable control. Storage charges may be added if you are unable to arrange shipping or take delivery of the goods when ready at our dock. You agree to inspect the goods carefully upon receipt and notify us no later than 15 days after delivery of any nonconformities, or you shall be deemed to have accepted the goods without reservation. We may substitute like items for any items no longer available. Our delivery may be conditioned upon buyer’s signature or agreement to a security agreement or other additional terms in our discretion.
All warranties are limited to those provided in writing by us and by the original manufacturer of the goods. THERE ARE NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR INTENDED USE, ALL OF WHICH ARE HEREBY SPECIFICALLY EXCLUDED. WE SHALL NOT BE LIABLE FOR ANY DOWNTIME OR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES. Warranty or other claims with regard to manufacturing defects are the responsibility of the applicable manufacturer; we are not responsible for losses or damages related to manufacturing defects, inability to obtain supply parts, or similar issues attributable to the applicable manufacturer.
SECURITY INTEREST, DEFAULT
We retain a purchase money security interest in all goods and accessories and all accessions and proceeds thereof to secure payment of any sums now or in the future owed to us. Upon request, you agree to sign any reasonable acknowledgement of our security interest as we may request. Our security interest attaches when the goods leave our dock. Buyer shall not allow the goods to become fixtures as defined by the local enactment of the UCC. We may proceed according to the local enactment of the UCC to enforce any UCC-1 financing statement covering the goods, including the use of self-help. If no UCC-1 financing statement has been filed, you authorize us to file a UCC-1 if a default occurs or if we reasonably believe your ability to pay within terms is jeopardized, and we may also accelerate any payments still owed to us and require any remaining balance to be paid in full. We may file such UCC-1 continuation statements as are necessary. Any notice to buyer shall be deemed sufficient if in writing delivered to buyer or its agent, sent by mail addressed to buyer’s address on the quote or purchase order, or via email to a responsible person of buyer if proof of delivery is received by us. We retain all rights provided to us at law or in equity, including specific performance, and all rights shall be cumulative and not exclusive.
Buyer will pay all reasonable costs, damages and expenses, including attorneys’ fees and collection expenses, expended or incurred by us, including costs and expenses of repossessing and transporting repossessed goods. No waiver of or failure to enforce any default, actively or by inaction or by course of dealing, shall be deemed a continuing waiver nor preclude us from future enforcement of the same or any other default. The quote and these terms, together with any attachments hereto, and any later security agreements or addenda at any stage of the transaction, constitute the entire agreement between the parties and may not be waived, amended, altered or changed except in writing. No employee of us other than the President or General Manager has authority to alter or waive these terms and conditions. There are no other agreements, whether oral or arising by course of conduct or course of dealing, between the parties, and any prior discussions of any kind are expressly disclaimed. The laws of the State of North Carolina shall govern the parties’ relationship, and any legal action shall be under the exclusive jurisdiction and venue of the state courts of the State of North Carolina sitting in Mecklenburg County, North Carolina; the parties hereby irrevocably consent to such jurisdiction and waive any other jurisdiction or venue that might otherwise apply.
IBCI v2 6-1-20