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Warranty and TermsGENERAL TERMS AND CONDITIONS FOR THE SALE OF GOODS1.%u0009Applicability.(a)%u0009 These terms and conditions of sale (these %u201cTerms%u201d) are the only terms which govern the sale of the goods (%u201cGoods%u201d) by Hansgrohe, Inc. (%u201cSeller%u201d)to the buyer named in the Sales Confirmation (as defined below) (%u201cBuyer%u201d). Notwithstanding anything herein to the contrary, if a written contract signedby both parties is in existence covering the sale of the Goods covered hereby, the terms and conditions of said contract shall prevail to the extent they areinconsistent with these Terms.(b)%u0009 The quotation or confirmation of sale (the %u201cSales Confirmation%u201d) and these Terms (collectively, this %u201cAgreement%u201d) comprise the entire agreementbetween the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, andcommunications, both written and oral with respect to the subject matter hereof. These Terms prevail over any of Buyer%u2019s general terms and conditions ofpurchase regardless of whether or when Buyer has submitted its purchase order or such terms, all of which are hereby rejected. Fulfillment of Buyer%u2019s orderdoes not constitute acceptance of any of Buyer%u2019s terms and conditions and does not serve to modify or amend these Terms.(c)%u0009 Unless otherwise agreed in writing, Buyer will be deemed to have waived any objection to these Terms if Seller has not received written Notice of suchobjection within ten (10) days of the date of Buyer%u2019s order. In any event, Buyer will be deemed to have agreed to these Terms if Buyer accepts any portionof the Goods. Buyer acknowledges that the prices quoted by Buyer are predicated on the enforceability of these Terms, that the price of the Goods wouldbe substantially higher if these Terms did not apply, and that Buyer accepts these Terms in exchange for such lower prices.2.%u0009Forecasts. From time-to-time, Buyer may, but shall not be required to, provide Seller with Forecasts. Any Forecasts are for information purposes onlyand do not create any binding obligations on behalf of either Party. Neither Seller's nor Buyer's failure to comply with any Forecast is a breach of thisAgreement. For the purposes of this Agreement, %u201cForecast%u201d means, with respect to any time period, a good faith forecast of Buyer%u2019s demand for eachcalendar month during the period, broken down by individual Goods, which approximates, as nearly as possible, based on information available at the timeto Buyer, the Purchase Orders subsequently to be placed by Buyer for each such calendar month.3.%u0009Delivery of Goods.(a)%u0009 Unless otherwise agreed to in writing between the parties, the Goods will be delivered within a reasonable time after the receipt of Buyer%u2019s purchaseorder, subject to availability of finished Goods. Seller shall not be liable for any delays, loss or damage in transit.(b)%u0009 Notwithstanding Section 2(a) hereof, if under this Agreement Buyer submits blanket purchase orders for Goods to Seller, Buyer shall issue any releasesunder such purchase order, with each such release including a definite quantity of Goods, no later than 3 months before Buyer%u2019s preferred date of delivery.If Buyer issues any such release less than 3 months before Buyer%u2019s preferred date of delivery, Seller will use reasonable efforts to meet such preferred date ofdelivery and quantity of Goods but Seller shall not be liable for any delays or delivering less than the quantity specified in such release.(c)%u0009 Unless otherwise agreed in writing by the parties, Seller shall deliver the Goods F.O.B. Alpharetta, Georgia, at which time title and all risk of loss willpass to Buyer.(d)%u0009 Unless Seller otherwise agrees in writing, shipments will be by a carrier and by the route selected by Seller. The carrier will act as Buyer%u2019s agent anddelivery by Seller to such carrier will constitute delivery to Buyer. Buyer will pay all freight charges and assume the risks of transportation, including delay,damage and loss, unless Seller otherwise agrees in writing. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goodsto Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment ofBuyer%u2019s purchase order.4.%u0009Non-Delivery.(a)%u0009 The quantity of any installment of Goods as recorded by Seller on dispatch from Seller%u2019s place of business is conclusive evidence of the quantityreceived by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.(b)%u0009 Seller shall not be liable for any non-delivery of Goods (even if caused by Seller%u2019s negligence) unless Buyer gives written notice to Seller of the nondelivery within 7 days of the date when the Goods would in the ordinary course of events have been received.(c)%u0009 Any liability of Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respectingsuch Goods to reflect the actual quantity delivered.(d)%u0009 Except as provided under Section 3(c), all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchasedunder this Agreement to Seller.5.%u0009Security Interest.As collateral security for the payment of the purchase price of the Goods and performance in full of all the obligations of the Buyer under this Agreement,the Buyer hereby pledges and grants to the Seller, a lien on and security interest in and to all of the right, title, and interest of the Buyer in, to, and under theGoods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements ormodifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes apurchase-money security interest under Article 9 of the Georgia Uniform Commercial Code and Buyer grants to Seller power of attorney to file and cause alldocuments and actions to file and perfect any security interest, including but not limited to any UCC-1 filing.6.%u0009Buyer%u2019s Acts or Omissions.If Seller%u2019s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors,consultants or employees, Seller shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or lossessustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.7.%u0009Inspection and Rejection of Nonconforming Goods.(a)%u0009 Buyer shall inspect the Goods within 7 days of receipt (%u201cInspection Period%u201d). Buyer will be deemed to have accepted the Goods unless it notifiesSeller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required bySeller. %u201cNonconforming Goods%u201d means only the following: (i) product shipped is different than identified in Buyer%u2019s purchase order; or (ii) product%u2019s label