WMC, LLC TERMS AND CONDITIONS OF SALE
All sales by WMC, LLC, and its affiliates and subsidiaries (collectively "WMC") are made subject to the following terms and conditions. WMC expressly rejects any different or additional terms or conditions contained in any documents submitted by Buyer. WMC’s acceptance of any purchase order and/or sale of any goods is expressly made conditional on Buyer's assent to these terms and conditions.
1. Except as otherwise agreed in a writing signed by Buyer and WMC, these terms and conditions constitute the entire agreement between WMC and Buyer relating to the sale of such goods by WMC. Terms or conditions contained in any document issued by Buyer that in any manner purport to alter, modify, change, suspend, or add to any term or condition contained herein shall be deemed excluded from such Buyer document and waived by Buyer. WMC and Buyer expressly agree that WMC may modify these terms and conditions from time to time, and such modifications shall be binding upon Buyer.
2. All Buyer orders are based on prices in effect at the time of shipment. WMC reserves the right change prices without notice. Buyer cannot modify, cancel, or otherwise alter orders without WMC’s written consent.
3. Unless otherwise indicated, FOB shipments are based on actual weight. Risk of loss or damage in transit shall be borne by Buyer, and claims shall be made directly with carrier. Buyer may pick up the goods at WMC’s shipping facilities with twenty-four (24) hours notice. Buyer shall indemnify and hold harmless WMC from and against any claims, damages or liabilities suffered by WMC resulting from any acts or omissions of the carrier.
4. WMC establishes minimum order quantities specific to each product. WMC reserves the right to ship any item after it has been ready for shipment for thirty (30) days or more.
5. Delivery dates are approximate. WMC shall not be responsible for non-shipment of goods or delays in delivery or performance due to causes beyond its reasonable control, including, but not limited to, acts of God; acts of Buyer; strikes or other labor disturbances; WMC’s inability to obtain, or material increases in the cost of, fuel, raw materials or parts; delays in transportation; repairs to equipment; fires; or accidents. Acceptance of goods upon delivery shall constitute a waiver by Buyer of any claim for damages on account of non-shipment or delay.
6. Subject to standard manufacturing variations, WMC warrants that the goods furnished meet applicable specifications. WMC makes no other warranties, express or implied, and specifically excludes all warranties of merchantability and fitness for a purpose.
7. No claim for damages for goods that do not conform to specifications will be allowed unless WMC is given immediate notice after delivery of goods to the first destination to which they are shipped and allowed an opportunity to inspect them. Goods for which damages are claimed shall not be returned, repaired, or discarded without WMC’s written consent. Buyer's exclusive remedy against WMC, and WMC’s sole obligation, for any and all claims, whether for breach of contract, warranty, tort (including negligence), or otherwise, shall be limited to WMC’s replacing goods that do not conform to specifications or, at WMC’s option, refunding the purchase price. in no event shall WMC have any liability for damages in an amount exceeding the purchase price of the goods sold hereunder, nor shall WMC have any liability for incidental or consequential damages.
8. If, in WMC’s opinion, buyer's credit becomes impaired, WMC may suspend performance until such time as WMC has received full payment for any goods already delivered or in process and is satisfied (in its sole discretion) as to buyer's credit for future deliveries. If WMC suspends performance and later proceeds with such order, WMC shall be entitled to such extension of time for performance as is necessitated by the suspension.
9. All taxes of any kind levied by any federal, state, municipal or other governmental authority, which tax WMC is required to collect or pay with respect to the production, sale, or shipment of goods sold to Buyer shall be the responsibility of buyer. The buyer agrees to pay all such taxes and further agrees to reimburse WMC for any such payments made by WMC.
10. Checks or payments, whether full or partial, received from or for the account of buyer, regardless of writings, legends, or notations upon such checks or payments, or regardless of other writings, statements, or documents, shall be applied by WMC against any amount owing by the buyer with full reservation of all of WMC’s rights, without an accord and satisfaction of buyer's liability.
11. Unless otherwise indicated, payment terms are 30 days from date of invoice. In the event buyer fails to make payment to WMC of any amounts due and owing to WMC, WMC shall have the right to terminate any buyer order or any unfulfilled portion thereof, and WMC or any affiliate thereof may terminate any other agreement between WMC or such affiliate and buyer. WMC may charge interest on the outstanding balance at an annual rate of 12% or the highest rate allowed by law (whichever is less). WMC shall have the right to employ an attorney to collect the balance due, and buyer agrees to pay all collection costs incurred by WMC, including its reasonable attorneys' fees.
12. This agreement shall be governed by the laws of the United States. The buyer, acting for itself and its successors and assigns, hereby expressly and irrevocably consents to the exclusive jurisdiction of the state and federal courts of that state for any litigation which may arise out of or be related to this agreement. Buyer waives any objection based on forum non conveniens or any objection to venue of any such action.
13. WMC reserves the right to enforce these terms and conditions at any time and none shall be deemed waived unless such waiver is in writing signed by a duly authorized employee of WMC. All rights and remedies granted herein are in addition to all remedies available at law or in equity.