UTD SUPPLY Terms & Conditions and Limited Warranty of Sale

The terms and conditions shall apply to each order hereafter placed by buyer and accepted by united solar supply, llc

This document sets forth the terms and conditions pursuant to which the purchaser (“Purchaser”) will purchase and United solar supply, llc (“Seller”) will sell the products or services (collectively the “Products”) ordered by Purchaser. These Terms and conditions shall govern and apply to the sale of Seller’s Products to the Purchaser, regardless of any terms and conditions appearing on any purchase order or other forms submitted by the Purchaser to the Seller, or the inconsistency of any terms therein and herein.

1.        General

• Quotations are based on continuous supply of quantity therein specified, smaller orders subject to increase in price.
• All orders are subject to a minimum charge of $150.00
• Delivery of 10% more or less than quantity specified shall constitute fulfillment of order, and any excess, not exceeding 10%, shall be taken and paid for by the Purchaser, unless otherwise specified in writing.
• Seller reserves the right at all times to reject any and all orders for any reason.
• Orders may not be cancelled by Purchaser after purchase has been committed, production scheduled or any other costs incurred, unless with written agreement by Seller.
• Samples submitted shall be deemed approved if written notice of rejection is not received within 3 weeks after date of submittal.

2.        Price

• All prices are set forth on any purchase order or other document are F.O.B. Sellers facility or distribution point, as may be determined by the Seller (“F.O.B. Point”). All prices are exclusive of any and all taxes, including, but not limited to, excise, sales, use, property or transportation taxes related to the sale or use of the Products, now or hereafter imposed, together with all penalties and expenses. Purchaser shall be responsible for collecting and/or paying any and all such taxes, whether or not they are stated in any invoice for the Products. Unless otherwise specified herein, all prices are exclusive of inland transportation, freight, insurance and other costs and expenses relating to the shipment of the Products from the F.O.B. point to Purchaser’s facility. Any prepayment by the Seller of freight insurance and other costs shall be for the account of Purchaser and shall be repaid to Seller.

3.        Payment terms

• Net 30 days (to approved and qualified accounts)
• Each shipment shall be a separate sale and, upon Purchasers failure to give shipping instructions promptly or to pay for any shipment, Seller may cancel the order or suspend delivery at its option.
• Notwithstanding the provisions of paragraph 13 (b) below, Seller reserves the right to alter payment terms at any time.
• Seller reserves the right to hold shipments against past due accounts.
• Seller reserves the right place a lien on any molds or tools in our possession.
• All past due accounts are subject to a late payment charge of 1.5% per month, or maximum allowed by law if different, along with the expenses incidental to collection including reasonable attorney’s fees and costs.

4.        Storage of orders

• purchaser agrees to pick up orders within 30 days of receipt of purchase order. after 30 days, purchaser may be subject to storage charges. orders not picked up within 90 days of purchase order & payment are subject to product abandonment & donation.

5.        Freight Terms

• All shipments will be made F.O.B. shipping point as designated in theses terms and conditions, and title shall pass at the F.O.B. Point. Delivery to the initial carrier shall constitute delivery to the Purchaser. Any claims for loss or damage during shipment are to be filed with carrier by the Purchaser. Seller will not assume responsibility for the performance of the carrier.

6.        Delivery, Damages and Shortages

• Seller shall use reasonable efforts to attempt to cause the Products to be delivered as provided for in these Terms and Conditions. Claims for shortage or damage must be made in writing within 10 days after receipt of goods. Delivery to the initial carrier shall constitute the delivery to the Purchaser. Seller’s responsibility, insofar as transportation risks are concerned ceases upon the delivery of Products in good condition to such carrier at the F.O.B. point and all the Products shall be shipped at the purchaser’s risk. Seller shall not be responsible or liable for any loss or damage whatsoever, including loss of income and/or profits, or incidental, special consequential damages resulting from Seller’s delayed performance in shipment and delivery.

7.        Return of defective Products

• Products deemed discrepant by the Purchaser shall be held at the Purchaser’s premises until disposition authorization has been granted by Seller. Products that are to be returned for evaluation must be returned freight prepaid in the most economical way. Final disposition shall be in accordance with the provisions of paragraph 10.

8.        Cautionary Statement

• united solar supply, llc shall not be liable or responsible for direct or indirect injuries or damages caused by or attributed to the failure or malfunction of any Products sold or distributed by united solar supply, llc.

9.     Limited Warranty

• The Products sold or distributed by Seller are warranted to its customers to be free from defects in material and workmanship at the time of shipment by us, subject to the following provisions.
• All warrantee claims shall be made within 30 days after Seller shipped the Products. Seller’s liability hereunder is limited at the Seller’s exclusive discretion, to 1) The purchase price of any products proving defective; 2) Repair of any defective Product or part thereof; 3) Replacement of any defective Product or part upon its authorized return to seller.
• This warranty is in lieu of and excludes all other warranties, expressed, implied, statutory, or otherwise created under applicable law including, but not limited to the warranty of merchantability and the warranty of fitness for a particular purpose. In no event shall seller or the manufacturer of the Product be liable for special, incidental, or consequential damages, including loss of profits, whether or not caused by or resulting from the negligence of Seller and/or the manufacturer of the product, unless specifically provided herein. In addition, this warranty shall not apply to any Products or portions thereof which have been subject to abuse, misuse, improper installation, maintenance, or operation, electrical failure or abnormal conditions and to Products which have been tampered with, altered, modified, repaired, reworked by anyone not approved by seller, or used in any manner inconsistent with the provisions of the “Cautionary Statement” above or any instructions or specifications provided with or for the Product.

10.     Force Majeure

• Seller’s obligation hereunder are subject to, and seller shall not be held responsible for, any delay or failure to make delivery of all or part of the Product due to labor difficulties, fires, casualties, accidents, acts of the elements, acts of God, transportation difficulties, delays by common carrier, inability to obtain Product, materials or components or qualified labor sufficient to timely perform part or all of the obligations contained in these terms and conditions, governmental regulations or actions, strikes, damage to or destruction in while or part of manufacturing plant, riots, terrorist attacks or incidents, civil commotions, warlike conditions, flood, tidal wave, typhoon, hurricane, earthquake, lightning, explosion or any other causes, contingencies, or circumstances within or without the United States not subject to the Seller’s control which prevent or hinder the manufacture or delivery of the Products or make the fulfillment of theses terms and conditions impracticable. In the event of occurrence of any of the foregoing, at the option of Seller, Seller shall be excused from the performance under these terms and Conditions, or the performance of Seller shall be correspondingly extended.

11.     Governing Law, Jurisdiction, Venue and waiver of trial by Jury

• Except as otherwise provided herein, these terms and conditions will be governed and construed in all respects by the Internal Laws and decisions, other than any conflict of laws provisions, of the State of New York, including, without limitation, all matters of construction, validity, enforceability, and performance. Purchaser (I) consents at the seller’s election and without limiting seller’s right to commence an action in any other jurisdiction, to the exclusive jurisdiction and venue of any court (federal, state, local) situated in the State of New York; (II) waives any objection to improper venue and forum nonconveniens; and (III) consents to service of process by certified mail, postage prepaid, addressed to purchaser at its address as set forth herein. Purchaser hereby waives trial by jury. Purchaser shall bring any action arising out of the sale of Products by seller only in the federal or state courts in the state of New York. In the event Purchaser institutes any action in any court other than a court located in the State of New York, Purchaser shall assume all of seller’s cost in transferring said proceeding to a court located in the state of New York, including without limitation, reasonable attorneys’ fees. If any term of these Terms and Conditions shall be held invalid, illegal or unenforceable, the validity of all other terms hereof shall in no way be affected thereby.

12.     Miscellaneous

• (a)      These terms and conditions constitute the entire agreement between Seller and Purchaser as it relates to terms and conditions of sale, and supercedes any and all prior oral or written agreements, correspondence, quotations or understandings heretofore in force between the parties relating to the subject matter hereof. There are no agreements between Seller and Purchaser with respect to the Product herein except those specifically set forth in and made part of these terms and conditions. Any additional terms, conditions and/or prices are rejected by Seller.
• (b)     These terms and conditions may be modified, canceled or rescinded only by a written agreement of both parties executed by their duly authorized agents.
• (c)      Purchaser shall save Seller harmless from all expense, loss or liability resulting from any claims of infringement of patents, design patents, copyrights, or trade marks, or of unfair competition in connection with any Products or Tooling prepared wholly or partly in accordance with Purchaser’s design or specifications.