The Terms and Conditions stated herein shall be binding on Buyer and Warehouse Liquidators. The Terms and Conditions cannot be amended or modified by entries made on Purchase Orders issued to Warehouse Liquidators and changes appearing on the Purchase Order will not bind Warehouse Liquidators.
Title and Ownership
The title and right of possession of merchandise sold under these terms and conditions shall remain with Warehouse Liquidators until full and final payment in cash shall have been made per the terms herein agreed. In case of default of any payments, Warehouse Liquidators may repossess said merchandise and all additions thereto, wherever found, and shall not be liable in any manner for any such act of repossession nor for the repayment of any monies which may have been received in part payment for said merchandise. Buyer shall afford access to Warehouse Liquidators upon demand for recovery of merchandise/equipment.
ALL USED MERCHANDISE/EQUIPMENT SOLD “AS IS / WHERE IS” NO WARRANTIES or GUARANTEES IMPLIED or EXPRESSED.
Items non-returnable or non-cancellable items will be noted as NON-RETURNABLE.
A 3.5% service charge will be added to all orders placed with a credit card.
Warehouse Liquidators quotation constitutes an offer (the “Offer”) for the sale of products, systems and/or installations (hereinafter “products”) and is based upon all of the terms and conditions contained herein.
Any purchase order or other forms of acceptance issued by Buyer shall result in a contract for the purchase of the products at the price quoted in this Offer. The resulting contract shall include all of the terms set forth in this Offer and any of Warehouse Liquidators subsequent documents signed by Warehouse Liquidators and included in the contract, all of which are hereafter called “Warehouse Liquidators terms.” Buyer shall be deemed to have accepted any of Warehouse Liquidators terms not as specifically objected to by Buyer. Buyer’s issuance of a purchase order which in effect rejects some or all of Warehouse Liquidators terms by virtue of Buyer’s standard form language shall not be sufficient objection. Buyer shall be required to set forth each objection to Warehouse Liquidators terms in a separate writing signed and dated by Buyer and delivered to Warehouse Liquidators for signature prior to or contemporaneous with Buyer’s purchase order or other forms of acceptance. Warehouse Liquidators failure to further object to standard terms and conditions of purchase set forth in any or all of Buyer’s contract documents shall not be construed as an acceptance of the same, and any terms in Buyer’s purchase order or any other document of acceptance which are different from or additional to the Warehouse Liquidators terms are hereby specifically rejected and shall not become part of the contract unless specifically accepted by Warehouse Liquidators in a separate document signed by both Buyer and Warehouse Liquidators.
Warehouse Liquidators reserves the right to withdraw or modify any and all quotations at any time prior to acceptance by Buyer. In the event that Warehouse Liquidators issues more than one quotation pertaining to the same products, the quotation latest in time shall control and all prior quotations shall be deemed withdrawn. Withdrawal of any quotation shall not reinstate the terms of any prior quotation. However, a subsequent quotation may modify a prior quotation, preserving the prior quotation to the extent specifically indicated on the face of the subsequent quotation form.
Warehouse Liquidators reserves the right, without prior notification, to substitute an alternative product of like kind, quality, and function. If the buyer will not accept a substitute the buyer must specifically declare that no substitution is allowed when the buyer requests a quote or when placing an order with Warehouse Liquidators.
Warehouse Liquidators prices are F.O.B. point of shipment, unless otherwise specified. Terms of payment are due: see quote page the date of Warehouse Liquidators invoice, unless otherwise specified, except that terms of payment are at all times subject to the approval of Warehouse Liquidators Credit Department. Warehouse Liquidators reserves title in products until final payment is received, and Buyer will execute such other documents reasonably required to preserve Warehouse Liquidators rights. Warehouse Liquidators is expressly authorized to file UCC-1 Financing Statements(s) evidencing its interest in all merchandise delivered until final payment is received. Buyer agrees to make payment in full without any deduction for claim of set-off or recoupment with respect to this contract or any other contract or matter between the parties. Should Buyer delay payment beyond the date on which it is due, interest may be charged on the unpaid balance at the rate of one and one-half percent (1-1/2%) per month, or at the maximum rate allowed by applicable state laws, whichever is less.
Choice of Law; Choice of Forum; Recovery of Attorney’s Fees. These Terms and Conditions and the associated Purchase Order shall be governed by and interpreted consistently with New York law notwithstanding any choice of law standards of any jurisdiction. Buyer agrees that the courts of the State of New York or the United States District Court of New York shall have exclusive jurisdiction over any legal action initiated to enforce rights under these Terms and Conditions and the associated Purchase Order and that any such action shall be venued in Erie County or the United States District Court in Western District of New York. Buyer expressly agrees that Warehouse Liquidators shall be entitled to recover reasonable attorney’s fees and costs of suit associated with enforcement of its rights hereunder, together with interest at an annual rate of 10.00% compounded daily
In the event manufacture of Buyer’s order has proceeded and Buyer requests a delay in shipment, buyer assumes full responsibility for the product, expenses incurred and reasonable storage charges. Payment shall be made by Buyers as though shipment had moved as originally scheduled.
Cancellation and Returns
On all canceled orders Buyer shall compensate Warehouse Liquidators for its performance, commitments, and damages. For normally stocked items, Buyer shall pay Warehouse Liquidators a cancellation fee determined by Warehouse Liquidators not to exceed 25% of the purchase price.For items not ordinarily stocked, Buyer shall pay all engineering, labor and materials costs used or committed by Warehouse Liquidators plus 10% of the full purchase price.
Products and parts not considered as standard inventory by Warehouse Liquidators, and/or manufactured by Warehouse Liquidators to Buyer’s specification or job requirements, will become the sole property of the Buyer and will not be accepted for return.
The proposal drawings and/or specifications of any quotation are confidential engineering data and represent Warehouse Liquidators investment in engineering skill and development and remain the property of Warehouse Liquidators. Such are submitted with the understanding that the information will not be disclosed to anyone other than the Buyer’s employees who have a need to know or used for any purpose except for the subject quotation or order, or used in any manner detrimental to Warehouse Liquidators.
Taxes and Freight
Buyer shall be responsible for applicable local, state or federal taxes, and all freight bills required for this purchase unless otherwise specified. If sales, use or other State or Municipal taxes in addition to any listed specifically as part of the stated purchase price, are imposed upon the Warehouse Liquidators, the Buyer agrees to pay the same or reimburse Warehouse Liquidators upon demand.
Period of Quotation
Unless otherwise specified by Warehouse Liquidators, if not accepted by Buyer within Ten (10) days from the date hereof, Warehouse Liquidators quotation shall be void.
Shipping and delivery dates are approximate and are not a guarantee of shipment or delivery on any particular date.
Time shall not be of the essence of the contract. Warehouse Liquidators shall not be liable for delays in or failures of delivery due to strikes or labor troubles, supplier’s delays, accidents, fire, flood, acts of God, action by the governmental authority, changes requested by Buyer, or other causes beyond its reasonable control. If the shipment is delayed at the request of Buyer, payment shall be made by Buyer as though shipment had been made as specified and for any expenses incurred by Warehouse Liquidators due to Buyer’s request in delaying shipment; and the material shall be stored at the Buyer’s risk and subject to reasonable storage charges.