CDCE Engineered Solutions, Inc.(“Seller”) makes all sales of its products (“Products”) to buyer (“Buyer”) subject to the following conditions:
1) ACCEPTANCE OF PURCHASE ORDERS: Buyer’s acceptance of these terms and conditions shall be indicated by any of the following, whichever first occurs: (a) Buyer’s making of an offer to purchase Product from CDCE Engineered Solutions , Inc.; (b) Buyer’s written acknowledgment hereof; (c) Buyers acceptance of any shipment of any part of the terms specified for delivery (the “Products”); or (d) any other act or expression of acceptance by Buyer. CDCE Engineered Solutions, Inc. ‘s acceptance is expressly limited to these terms and conditions in their entirety with addition, modification or exception and any term, condition or proposals hereafter submitted by Buyer (whether verbal or in writing) which is inconsistent with or in addition to these terms and conditions is objected to and is hereby rejected by CDCE Engineered Solutions, Inc. CDCE Engineered Solutions, Inc. ‘s silence or failure to respond to any such subsequent or different term , condition or proposal shall not be deemed to be CDCE Engineered Solutions, Inc.’s acceptance or approval thereof.
2) SHIPMENT/TITLE/RISK OR LOSS/TAXES: Title to the Products shall pass to Buyer upon delivery of the Products to (1) the common carrier or (2) Buyer’s representative at Seller’s dock. Seller’s delivery of the Products shall be Seller’s shipping point, with all risk of loss, damage, theft or destruction passing to Buyer at such point, subject to Seller’s rights under applicable law. No such loss, damage, theft or destruction to the Products, in whole or in part, shall impair the obligations of Buyer under this agreement, all of which shall continue in full force and effect. Sheller shall not be liable for any shipping delays. Buyer shall bear all applicable federal, state, municipal or other government tax, as well as any applicable import or customs duties, license fees and similar charges, however designated or levied on the sale of Products (or delivery thereof) or measured by the purchase prices paid for the Products.
3) SHORTAGE/REJECTION OF DELIVERY: All claims for shortages or rejections of delivery must be made by Buyer to seller in writing within a period of forty-eight (48) hours from receipt of Products and must state in reasonable detail the grounds therefore. Unless such notice is given within the stated period of time, Buyer agrees that it shall be conclusively presumed that Buyer has fully inspected the Products and acknowledged that NO shortage or grounds for rejection exits.
4) RETURNS: Merchandise to be returned must have CDCE Engineered Solutions, Inc.’s return authorization number (RMA#). All requests for returns must be made within 7 days of receipt of goods/products. Credits for approved out of policy returns may be reduced below full value. All returns are subject to a 25% restocking fee.
5) CLAIMS: Claims for loss or damage in shipment must be made to the carrier by the Customer. All other claims must be made to CDCE Engineered Solutions, Inc. within thirty (30) days of invoice date.
6) PAYMENT TERMS: Unless otherwise specified, the payment terms are as noted on face of invoice. All unpaid invoices are subject to a 5% late fee on the invoice total if payment has not been received by the due date. Buyer’s failure to make timely payment may result in such action as commencement of proceedings for collection, revocation of credit, stoppage of shipment, delay or cessation of future deliveries, repossession of unpaid delivered goods and termination of any one or more sales agreements. Credit approval may be withdrawn by CDCE Engineered Solutions, Inc. at any time and without prior notice. CDCE Engineered Solutions, Inc. retains (and Buyer grants to CDCE Engineered Solutions, Inc. by submitting a purchase order) a security interest in the Products to secure payment in full and compliance with these terms and conditions of sale Buyer agrees to execute any additional documents necessary to perfect such security interest.
7) ASSIGNMENT: This agreement and all rights, obligations and performance hereunder may not be assigned by Buyer without prior written consent of Seller.
8) INDEMNIFICATION: Buyer agrees to indemnify and hold Seller and their officers , directors, servants, employees, agents and advisors harmless from and against any and all claims, damages, costs, expenses,(including, but not limited to, reasonable attorney’s fees and costs) or liabilities that may result, in whole or in part, from any third party using the Products provided under this agreement. Any defense provided hereunder shall be counsel of Seller’s choice.
9) SEVERABILITY: If any section, term, condition or portion of this agreement shall be found to be illegal or void as being against public policy, it shall be stricken and the remainder of the document shall stand as the original.
10) MISCELLANEOUS: Items not specifically mentioned above should be addressed to our corporate office at : CDCE Engineered Solutions, Inc., DBA: KICK STOPS 22641 Old Canal Road, Yorba Linda, CA, 92887