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- MM slash DD slash YYYY
- Distributor: (B2B) A company that sells product to other businesses so they can resell it
- Dealer: (B2C) A company that sells product directly to customers?
TERMS AND CONDITIONS:
ACCEPTANCE. Seller’s acceptance of Buyer's order is expressly made conditional on Buyer's assent to the terms and conditions set forth herein, notwithstanding the provisions contained in any purchase order, acknowledgement, acceptance, or other document of Buyer. Each delivery of the goods by Seller will be deemed to be solely upon the terms and conditions of this document: provided, however, that any conflicting provisions of separate written contract or a written amendment to this document signed by an authorized representative of Seller will control.
RETURNS. Returns are only allowed with approval by a regional manager or officer of the Seller. All returns shall be subject to a 15% restocking charge.
PRICE, PRICE CONTROLS AND TAXES. Unless otherwise stated herein, the price of the goods will be Seller’s current price in effect as of the time of delivery. A price stated herein may be increased, at Seller's option, to offset any increase in Seller's current cost and any increase in Seller's transportation cost for the goods (if sold on a delivered basis) placed into effect between the date hereof and the time of delivery. In the event any governmental law, regulation or order prohibits Seller, in its opinion, from collecting from Buyer a price for the goods herein provided, Seller may, without liability to Buyer, cancel Buyer's order as to future shipments by giving Buyer ten (10) days prior written notice of cancellation.
Any tax, excise or other governmental charge imposed upon the production, sale or transportation of any goods sold hereunder which Seller may be required to pay will be paid by Buyer to Seller in addition to the purchase price.
PAYMENT. Unless otherwise stated herein, any credit Seller may elect to extend to Buyer will be upon Seller's credit terms in effect at the time of delivery. Buyer will pay Seller for goods delivered hereunder in US dollars at Seller's main office or at such other location as Seller may designate in writing on its invoice or otherwise. Seller may decline from time to time to make delivery of goods hereunder except for cash payable in advance or upon delivery if Seller for any reason has doubt as to Buyer's financial responsibility. If Buyer fails to remit the full amount payable when it is due, Seller reserves the right to impose interest from the date due until the date of payment on the unpaid portion at a rate equal to the lesser of (i) one- and one-half percent (1.5%) per month compounded monthly or (ii) the highest rate permitted by applicable law.
SHIPMENTS. Seller reserves the right to route shipments. Buyer will promptly unload, and release transportation equipment furnished or arranged for by Seller. In the event Buyer fails to unload and release to the carrier any railroad car, tanker, trailer or truck within a reasonable time, Buyer agrees to pay detention charges in accordance with Seller's policy in effect at the time. Seller’s weight and/or measurements taken at the shipping point will control. Seller reserves the right to ship, and Buyer agrees to accept and pay for quantity within 10% plus or minus of the quantity ordered. Unless
otherwise stated herein, title to the goods and risk of loss will pass to Buyer as follows: when by or into any vessel, at the flange between the vessel's permanent hose connection and the shoreline; when into any truck or tank car, as the goods enter the receiving equipment, or if received by a common carrier, when accepted by the carrier for shipment.
WARRANTIES AND DISCLAIMERS. Seller warrants that, at the time of delivery, the goods will meet
Seller’s specifications in all material respects. SELLER DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, AND BUYER EXPRESSLY WAIVES, ANY OTHER WARRANTIES, INCLUDING WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, REGARDLESS OF WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ALLEGEDLY ARISING FROM ANY USAGE OF ANY TRADE OR FROM ANY COURSE OF DEALING.
INSPECTION AND LIMITATION OF LIABILITY. Buyer will examine the goods promptly upon receipt of each shipment and notify Seller of any off-specification goods, shortfall in delivery, or non-receipt of goods. Seller will not be responsible for any variation in quality or quantity unless Buyer gives Seller written notice of a claim of such variation within fifteen (15) days after receipt of the shipment or, in the case of non-delivery, from the date fixed for delivery. Buyer’s failure to give notice of any such claim will constitute an unqualified acceptance of the goods and a waiver by Buyer of all claims with respect thereto. Seller’s total liability arising from this Contract for any claims of any nature will not exceed the purchase price of the portion of the goods in respect of which such claims are made. IN NO EVENT WILL
SELLER BE LIABLE TO BUYER FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE
DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR INJURY TO PERSONS (INCLUDING, WITHOUT LIMITATION, EMPLOYEES OF BUYER) OR TO PROPERTY OR LOSS OF PROFITS, WHETHER OR
NOT SAID DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. BUYER ASSUMES ALL RISK AND LIABILITY RESULTING FROM USE OF THE GOODS WHETHER USED SINGLY OR IN COMBINATION WITH OTHER GOODS OR PRODUCTS.
TECHNICAL INFORMATION. Any technical advice or assistance furnished by Seller to Buyer with respect to the selection or use of the goods delivered to Buyer hereunder will be given and accepted at Buyer’s own risk, and Seller will have no liability whatsoever for the use of, or results obtained from, such advice or assistance.
DUTY TO WARN. Goods may be or become hazardous. Buyer acknowledges that it is familiar with, and will take all steps necessary to inform, warn and familiarize its employees, agents, customers, and contractors who may handle the goods of all hazards pertaining to and proper procedures for safe use of the goods and of the containers or equipment in which the goods may be handled, shipped, or stored.
Buyer also undertakes to label as appropriate any materials which it makes or resells that include goods.
INDEMNIFICATION. BUYER WILL INDEMNIFY AND DEFEND SELLER FROM AND AGAINST ANY CLAIM, LIABILITY OR EXPENSE INCLUDING, BUT NOT LIMITED TO, INJURY OR DEATH OF BUYER’S EMPLOYEES, AGENTS, CUSTOMERS AND CONTRACTORS, DIRECTLY OR INDIRECTLY ARISING FROM BUYER’S FAILURE TO SO INFORM, WARN AND FAMILIARIZE ITS EMPLOYEES, AGENTS, CUSTOMERS AND CONTRACTORS, EXCEPT TO THE EXTENT THAT THE CLAIM, LIABILITY, OR EXPENSE IS CAUSED BY THE FAILURE OF THE GOODS TO MEET SELLER'S PRODUCT SPECIFICATIONS WHEN DELIVERED TO BUYER; AND THESE UNDERTAKINGS APPLY IN FULL MEASURE WHETHER OR NOT IT IS ALLEGED OR PROVED THAT SELLER
WAS CONCURRENTLY, PARTIALLY OR JOINTLY NEGLIGENT OR AT FAULT, OR LIABILITY WITHOUT
FAULT IS SOUGHT TO BE IMPOSED ON SELLER. EXPENSE AS USED HEREIN WILL INCLUDE REASONABLE ATTORNEYS’ FEES. THIS INDEMNITY WILL NOT APPLY WHERE SUCH CLAIM, LIABILITY OR EXPENSE IS THE RESULT OF THE SOLE NEGLIGENT OR SOLE WILLFUL MISCONDUCT OF SELLER.
LEGAL, AUDIT AND MISCELLANEOUS. This Contract binds and benefits the parties as well as their respective successors and assigns, heirs, administrators, and estate. Neither party may assign any of its
rights or obligations under this Contract without the prior written consent of the other party, which
consent will not be unreasonably withheld. ANY QUESTIONS CONCERNING THE INTERPRETATION AND ENFORCEMENT OF THIS CONTRACT WILL BE GOVERNED BY THE DOMESTIC LAW OF THE STATE OF TEXAS, WITHOUT REGARD TO THE PRINCIPLES OF THE CONFLICTS OF LAW.
PRODUCT HAZARD WARNINGS. Buyer warrants that Buyer is familiar with the properties of the Product, and of the methods for safely using, handling, and storing the Product. Buyer agrees to inform Buyer’s employees, contractors, Shippers, consignees, and customers of the properties of the Product and the methods for safely using, handling, and storing the Product. Buyer acknowledges that it has received a Safety Data Sheet for the Product and has thoroughly reviewed and understands the content thereof. (Product Safety Data Sheets are accessible on Seller's website - vpracingfuels.com).
NON-HIGHWAY USE; EXCISE TAX. Racing fuels are sold for non-highway use in racing motor vehicles only. The racing fuels do not meet ASTM D4814 for motor gasoline and do not contain deposit control additives required by EPA for street or highway purposes. Buyer is responsible for notifying VP Racing
Fuels in writing at the time of the purchase if the fuels will be used for purposes other than those in racing motor vehicles in sanctioned racing events. Buyer may be subject to additional excise taxes and possible civil penalties for failure to comply with the requirements for using the racing fuels off road.
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