Powder Coating StoreWhere Smart Homeowners Refurbish and Restore Patio Furniture. Rims. And More.
General Terms and Conditions of Sale
Definitions: The following definitions shall apply to the purchase of the services of SunDial Industries, Inc, hereinafter SunDial: (a) Customer: Person and/or entity set forth next to the phrase "Sold To" on the quotation, the person or entity on whose behalf the purchase order is submitted and/or the person or person or entity next to the phrase "Sold to" on the invoice, as the case may be; (b)Seller: SunDial; (c) Applicable Laws: Means all foreign, federal, state and local regulations, codes and ordinances relating in any way whatsoever; (d) Coated Product: Means those items provided to Seller for the purposes of being powder coated; (e) Agreement: Means the understanding between the Buyer and the Seller with respect to purchase and sale of the products and/or services as evidenced by purchase orders, quotations, or other writings exchanged between the parties, including Seller's billings to Customer. Also included are any terms, provisions, and/or conditions, set-forth in this document, warranty or addendum generated by the Seller.
Prices And Other Charges: Except as otherwise agreed to in writing by the Seller, all prices are Freight on Board (F.O.B.) Seller's facility and may be subject to all federal, state, and local taxes. All prices quoted are subject to change within a specified period. Buyer is responsible for shipping. The Buyer or its Transportation Company shall supply any and all materials for protecting and securing coated shipments. The appropriate amount of materials to adequately protect and secure coated shipments, as required by current ASTM specifications, that is not provided by the Buyer at the time of shipment will be charged to Buyer. The required protection materials may include wood dunnage and wood pallets required for the protection of coated materials shipped, and may include storage fees.
Terms Of Payment: Unless other arrangements have been made, in writing, payment is due upon completion of Seller's services. If the coated goods are available in partial orders, a sum representative of the services performed shall be due at that time. All sums due to Seller shall not be subject to any offset. If payment is not received when due said payment shall thereafter accrue interest at the rate of ten percent per annum (10%), calculated daily, of your total unpaid balance.
Buyers Responsibility And Indemnity: Buyer shall indemnify, defend and hold the Seller harmless from any claims, demands, costs, liabilities, including actual attorneys' fees, incurred relating in any way whatsoever to the use, and/or transportation of the coated product. Buyer shall pay all attorney fees and any costs incurred by Seller and including all fees incurred collecting any amounts under these Agreements, investigating, settling, or defending any claim, whether or not any court action has been filed. Buyer further agrees to pay reasonable attorney's fees and costs incurred by us to collect any money and/or any invoice not paid when due. Any payments received shall first be applied to all/any attorney's fees and the cost of collection incurred investigating, settling, or defending any claim, whether or not any court action has been filed. Then it shall be applied next to the storage cost, next to interest and then next to the principle. The prevailing party shall be entitled to reasonable attorney's fees and cost in any action or proceeding to enforce this Agreement.
Completion of Service And Risk Of Loss: The services of Seller shall be deemed acceptable, and all risk of loss shall be assumed by Buyer, upon release of the coated products to Buyer, the Buyer's agent, or its representative, or its employee, or a common carrier whichever occurs first. The Seller shall not be liable for delays caused by common carriers, or any coated products lost or damaged in transits. Further, to the extent Buyer refuses to take possession of the coated goods, the coating services shall be deemed complete at the earlier of the refusal of Buyer to receive the goods which are in compliance with the quote, purchase order, or invoice, as the case may be, or the time the such goods were placed into the hands of the Buyer's agent, or its representative, or its employee, or a common carrier whichever occurs first.
Time Of Performance: The Seller shall be released from performing any of its obligations, to the Buyer, by events beyond its reasonable control. These include, but are not limited to, acts of God, explosions, sabotage, strikes, lockouts, labor disputes or shortages, work stoppages or delays, transportation embargoes or delays, or any failure of Seller's suppliers to make timely shipments. Seller's obligation shall resume when the events operating to release Seller's performance cease. The Seller shall use its best efforts to have the coated products for shipment within agreed upon time periods. The Seller shall have no liability for late shipments.
Quantity And Shipment: Unless Buyer has selected the shipper, in writing, Seller reserves the right to select all carriers and the mode of shipment of its coated products. The Seller shall use its best efforts to have the coated products for shipment within agreed upon time periods and the exact quantities ordered. The Seller shall have no liability for late shipments. All shipments of a coated product shall be subject to the Seller's packaging standards, specifications and practices. Buyer or the Transportation Company shall supply wood dunnage, wood pallets, nylon straps, polypropylene tarp covers for job-site storage or other materials for protection of shipments. All loads leaving Seller's premises shall be secured using only nylon straps or rope. No chains or metal wire will be used on any coated products. Seller may make partial shipments to Buyer as such coated products become available for shipment and may invoice the Buyer separately for each partial shipment. Partial shipment of coated products shall not relieve the Buyer from its obligations hereunder to accept shipments of the remainder of the order.
Buyer shall maintain and comply with all standards established by Seller practices and procedures for fabrication, storage, repair, handling, transportation and receipt and delivery of materials to ensure highest level of excellence and quality in materials produced and transported to the job site. Seller gives no warranties of any kind or nature, and to the extent permitted by law, Buyer waives any and all warranties. Further, Buyers acceptance of the coated goods from Seller shall be a binding determination by Buyer that the goods have been coated pursuant to the terms agreed upon to the satisfaction of the Buyer. Any rejection of the coated goods must be documented in writing by Buyer to Seller within two (2) business days. Failure to so document said rejection shall constitute a waiver of any alleged defects.
Use Environment of Coated Goods: Unless written notice shall have given to the Seller of the specific environment the goods are to be used in, it shall be conclusively presumed that the coated goods are going to be used in the environment which is appropriate to the goods, as coated.
Seller's Lien And Offset Rights: Seller reserves the right to assert its lien rights under California Civil Code Section 3051, et seq., or otherwise, against any property of the Buyer. And the Seller may offset, in whole or in part, and without notice to the Buyer, any amounts due the Buyer against any amounts due the Seller under this Agreement.
Waiver Of Jury Trial: Buyer and Seller hereby waive the right to have any disputes relating in any way whatsoever to be the subject matters of the Agreement resolved, in whole or in part, by a trial by jury. In addition the parties agree that any such disputes shall be resolved before a judge or a court of competent jurisdiction in Los Angeles County, California. The Buyer hereby consents to the jurisdiction of such courts and service of process by Certified Mail addressed to the Buyer, at the address shown in Buyer's Credit Application or Request for Quotation, or any document approved by Seller.
Further Terms And Conditions: The terms and conditions set forth in this document constitute the entire agreement of the parties with respect to all of Seller's services provided to Buyer. Further the terms and conditions contained herein shall apply to any other services provided by Seller to Buyer. To the extent a Party asserts a particular term or condition set forth above is not applicable as written, no such contention can be recognized as valid unless any difference is set forth in a writing signed by the Seller's President or Officer and the Buyer's authorized agent or representative. However, any change by SunDial to the terms and condition set forth above, in advance of an order being placed, shall be applicable thereafter. Each party represents and warrants that he/she/it is duly authorized to execute any Agreements and thereby binds the parties to all the terms, provisions and conditions contained herein too. If the Buyer issues a purchase order or other document purporting to relate to the Agreement or the products, either as an original contract or as an amendment of the Agreement, such document issued by the Buyer, shall be considered to be for the Buyer's internal use only. If any provisions contained herein are determined to be unenforceable, it shall not affect the enforceability of any other provision of the Agreement. The failure of a part to enforce any provision of this Agreement, shall not constitute a waiver of such provision or the right to enforce such provision, or a waiver if any prior or subsequent breach of the Agreement. This Agreement is deemed to been made in the County of Los Angeles, State of California, and shall be construed in accordance with the laws of the State of California and the United States.
Whenever these terms and conditions provide for the giving of Notice, said Notice must be in writing, and transmitted in a form which provides physical evidence that said Notice has been given and received.
In the event of any dispute over payment, the prevailing party shall be entitled to recover its legal costs and reasonable attorney's fees.