1. AGREEMENT. (1) These Terms and the provisions shall constitute the entire agreement (collectively the Agreement) between Buyer and WESTPOINT, and shall supersede and replace all prior oral or written agreements and can be modified or cancelled only by written agreement signed by Buyer and Westpoint. Buyer expressly WAIVES all terms and provisions in any of Buyers correspondence, purchase orders or other forms which negate, limit, extend or otherwise conflict with this Agreement. Buyers acceptance must be based solely upon the provisions of this agreement.
2. PAYMENT. (1) WESTPOINT shall have the continuing right to approve Buyers credit, and may at any time demand advance payment, satisfactory security or a guarantee of prompt payment. (2) Interest of 2% per month (24% per annum) will be imposed on overdue amounts. The due date for payment is contained on the invoice. Buyer agrees to pay WESTPOINT costs of collection of overdue invoices, including, without limitation, legal fees on a solicitor and client basis. (3) Applicable taxes must be paid by the Buyer.
3. WARRANTY. (1) WESTPOINT warrants that the Goods sold are of merchantable quality at the time they are delivered or delivered to carrier. (2) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, WESTPOINT EXCLUDES ALL EXPRESS OR IMPLIED WARRANTIES, CONDITONS AND OBLIGATIONS OF WESTPOINT, WHETHER STAUTORY, ORAL OR OTHERWISE, CONCRENING THE QUALITY OF THE GOODS OR THEIR FITNESS FOR ANY USE OR PURPOSE. (3) WESTPOINT SPECIFICALLY, BUT BY NO WAY OF LIMITATION, DOES NOT WARRANT THE ACCURACY OR SUFFICIENCY OF ANY ADVICE OR RECOMMENDATIONS GIVEN TO BUYER IN CONNECTION WITH THE SALE OF GOODS.
4. LIMITATION OF LIABILITY REGARDING DEFECTIVE GOODS. (1) WESTPOINT shall not under any circumstances be liable for any prospective profit or for any special, indirect, consequential, punitive or exemplary damages, such as, but not limited to injuries to persons, damage or loss of other property or equipment, loss of profit or revenue, cost of capital, cost of purchased or replacement goods, or claims for service interruption. WESTPOINT, at its sole option, shall either (i) replace or repair any defective Goods; (ii) refund the purchase price upon return of any defective Goods; (iii) provide a credit equal to the value of any returned defective Goods. THIS SHALL BE BUYERS EXCLUSIVE REMEDY. (2) Buyer shall not return any Goods until WESTPOINT has had a reasonable opportunity to investigate the claim.
5. RETURN OF GOODS. (1) No Goods may be returned to WESTPOINT without written authorization from WESTPOINT. (2) Acceptance of returns shall be at the complete discretion of WESTPOINT. (3) Returned Goods are subject to a minimum service charge of the higher $25.00 or 20% of the invoice price. Transportation charges are borne by the Buyer on all returned Goods. (4) In addition, where an order involves specialized or rare goods, the Buyer shall also be responsible for any and all additional service costs charges by the manufacturer to WESTPOINT. (5) Where written authorization is provided by WESTPOINT for the return of Goods, the Buyer shall be entitled to a credit equal to the purchase price of the Goods returned. The Buyer shall under no circumstances be entitled to a cash refund or the purchase price.
6. DELVIERY. (1) Any dates quotes for delivery of the Goods are approximate only and Westpoint shall not be liable for any delay in delivery of the Goods howsoever caused.
7. DAMAGE AND LOSS. (1) Upon delivery to the carrier, responsibility for delivery to the destination in good condition rests with the carrier. WESTPOINT will assist insofar as is practical in securing satisfactory adjustment of claims against the carrier, however, all claims for loss of damage must be made by the Buyer against the carrier and WESTPOINT shall not be responsible for such loss or damage. (2) WESTPOINT is not responsible for misuse or misapplication of its goods, intentional or otherwise. Improper application or installation. Failure to follow the manufacturers specifications and recommendations, failure to provide safety devices fro protective measure, or operation above the rated capacity are all beyond the control and responsibility of WESTPOINT. (3) WESTPOINT shall not be liable to the Buyer or be deemed to be in breach of this Agreement by reason of any delay in performing or any failure to perform any of WESTPOINTS obligations in relation to the Goods, or any related services if the delay is due t any cause beyond WESTPOINTS reasonable control.
8. TITLE, RISK OF LOSS AND SECURITY INTEREST. (1) Risk of damage to or loss of the Goods shall pass to the Buyer upon due tender of Goods for delivery at the f.o.b. point. (2) Notwithstanding delivery and the passing or risk in the Goods, the property in the Goods shall not pass to the Buyer until WESTPOINT has received payment in full. (3) Until such time as the property in the Goods passes to the Buyer, WESTPOINT shall be entitled at any time to require the Buyer to deliver up the Goods to WESTPOINT or to enter on the premises of the Buyers or its agents or customers where the Goods are stored and to repossess the Goods.
9. MISCELLANEOUS. (1) The headings to each section are inserted for convenience of reference only and do not form part of this Agreement. (2) The parties hereto agree that this document be written in the English language. Les parties aux présentes convenient á ce que ce document sort rédige dns la language anglaise.