1) PAYMENT TERMS: If P&P INTERNATIONAL, INC. extends credit, invoices shall be due and payable as stated on the front of the invoice. Extensions of credit may be changed or withdrawn at any time. If P&P INTERNATIONAL, INC. does not, or ceases to, extend credit, payment forms shall be in cash. Cash discounts, if any, shall be allowed according to the terms of the attached invoice(s), provided that there is no past due indebtedness. Invoices not paid by the due date are subject to a service charge of 1.5% per month, or the maximum amount permitted by law. Should the services of an outside collection agent be engaged, or a lawsuit be filed to collect this invoice, PURCHASER agrees to pay all costs of collection and/or the lawsuit, including attorneys’ fees.
2) PRICE CHANGE: P&P INTERNATIONAL, INC. may at any time increase its f.o.b. price of any goods without notice due to substantial industry wide increases such as, but not limited to tariff’s, taxes, raw materials, freight, and foreign currency exchange rates.
3) ACCEPTANCE: All orders are subject to acceptance by P&P INTERNATIONAL, INC.
4) DELIVERY: Delivery dates are approximate. Unless otherwise specified, (i) P&P INTERNATIONAL, INC. shall deliver the Products to the place specified in this invoice (ii) partial deliveries are permitted and (iii) upon delivery title and all risks of loss or damage to the Products shall pass to PURCHASER. P&P INTERNATIONAL, INC. shall use its commercially reasonable best efforts to deliver product in accordance with any reasonable requested delivery schedule. Where strict compliance with such requested delivery schedule is not reasonably possible, P&P INTERNATIONAL, INC. will make delivery as soon as commercially reasonably possible. P&P INTERNATIONAL, INC. shall not be liable for delay in delivery or for failure to give notice of any delay. PURCHASER acknowledges that P&P INTERNATIONAL, INC. may ship up to plus or minus 10% of the quantity of product ordered without obtaining any approval from PURCHASER, and PURCHASER agrees such shipment shall be considered complete and PURCHASER agrees to pay P&P INTERNATIONAL, INC in full for all product delivered, including all product delivered in excess or short of the ordered amount. PURCHASER shall have no right to delay the delivery or shipment date, and P&P INTERNATIONAL, INC. may charge storage charges for any goods which it holds for the PURCHASER.
5) CANCELLATION POLICY: No order may be canceled except upon written consent of P&P INTERNATIONAL, INC. If P&P INTERNATIONAL, INC. so consents, PURCHASER agrees to reimburse P&P INTERNATIONAL, INC. for all work and materials expended to date of cancellation. Orders for custom, special, or non-stock products are final and non-cancelable.
6) WARRANTY: P&P INTERNATIONAL, INC. warrants that products shipped to any PURCHASER will be of marketable quality. P&P INTERNATIONAL, INC. makes no other warranty of any kind, expressed or implied. PURCHASER assumes all risks and liability for results obtained by the use of P&P INTERNATIONAL, INC. products, either singly or in combination with other products. P&P INTERNATIONAL, INC.’S liability for loss or damage due to the use of P&P INTERNATIONAL, INC.’s products is limited to replacement of P&P INTERNATIONAL, INC.’s material only. No representative has authority to make any guarantee, promise, or agreement except as stated herein.
LIMITATION OF LIABILITY: In no event shall P&P INTERNATIONAL, INC. be liable for any incidental or consequential damages, including but not limited to, loss of profit, loss of use or production or loss of capital. The remedies of PURCHASER set forth herein are exclusive and the total liability of P&P INTERNATIONAL, INC. with respect to any contract or anything done in connection therewith such as the performance or breach hereof, or from the manufacturer, sale, delivery, resale, installation or use of any products whether arising out of contract, negligence, strict tort or under warranty, or otherwise, shall not exceed the purchase price of the products upon which the liability is based.
8) RETURNED PRODUCT POLICY: Under NO circumstances can P&P INTERNATIONAL, INC. allow any credit for opened or partly-used boxes. Any claim or return of merchandise without written authorization from P&P INTERNATIONAL, INC. may be refused. PURCHASER shall not return product except upon written consent of P&P INTERNATIONAL, INC. and, in that event, shall ship the product to P&P INTERNATIONAL, INC. Under NO circumstances will P&P INTERNATIONAL, INC. allow PURCHASER to take deductions or credits on their own terms. All invoices are due in full unless otherwise agreed upon and with written authorization by the P&P INTERNATIONAL, INC. Credit will not be allowed on any parts which have been altered or defaced in any manner or are otherwise not in saleable condition. Products shall be deemed acceptable if they conform in all material respects to samples accepted (or deemed accepted) by Buyer without regard to whether such sample varies from the applicable specifications. P&P INTERNATIONAL, INC. shall in no event be liable for consequential or incidental damages nor more than the amount actually paid by Buyer to P&P INTERNATIONAL, INC. for the product sold hereunder. Buyer shall have no right to return any goods without P&P INTERNATIONAL, INC.’s consent (as evidenced by a Return Material Authorization (“RMA”) number issued by P&P INTERNATIONAL, INC. to Buyer). If P&P INTERNATIONAL, INC. (in its sole discretion) issues to Buyer an RMA number to return any goods, Buyer shall pay P&P INTERNATIONAL, INC. a restocking fee equal to 25% of the total costs of such goods. PURCHASER shall not return product except upon written consent of P&P INTERNATIONAL, INC. and, in that event, shall ship the product to P&P INTERNATIONAL, INC.
9) CLAIMS POLICY: PURCHASER shall immediately inspect all products upon receipt. P&P INTERNATIONAL, INC. shall recognize no claims for defective product, shortages, or for any other cause, unless such claims are received by P&P INTERNATIONAL, INC. in writing within 10 days after delivery of the product. Failure to make such written claims shall be construed as an acceptance of said product and all sales will be final. Merchandise damaged in shipment must be reported in writing to P&P INTERNATIONAL, INC. and the carrier immediately in order that a claim may be filed against the carrier. Any claim for damage or shortage must be noted on all copies of the delivery receipt and freight bill and signed by the driver. This merchandise must be held for disposition by the carrier. When P&P INTERNATIONAL, INC. is responsible for an error in the quality of merchandise, PURCHASER must provide P&P INTERNATIONAL, INC. with a damage percentage and written description of the problem. If the percentage of damage exceeds 10% of the merchandise in each box, a professional survey company must be called in order to properly assess the real damage percentage and the problem itself. A survey report must be submitted within two (2) weeks after the merchandise has been surveyed. Any of the damaged products shall be held available for P&P INTERNATIONAL, INC. to visually inspect such merchandise. No credit or replacement shipment will be given until P&P INTERNATIONAL, INC. determines the actuality of the damage of such product and authorizes such credits or replacements. When P&P INTERNATIONAL, INC. arranges the trucking for the PURCHASER, no claim for damage in transit can be accepted unless two items are received by P&P within 24 hours of delivery: 1: Copy of Original Proof of delivery must clearly indicate the number of cases received in damaged condition as well as the number of cases received in good order along with driver’s signature. 2: Photos with a date stamp which clearly illustrate the extent of damage.
10) FORCE MAJEURE: P&P INTERNATIONAL, INC. shall not be liable for any loss, damage, delays, changes in shipment schedules or failure to deliver caused by accident, fires, strikes, riots, civil commotion, insurrection, war, the elements, embargo, failure of carriers, inability to obtain transportation facilities, government requirements, acts of God, or public enemy, prior orders from PURCHASERs or limitations on P&P INTERNATIONAL, INC. or its suppliers’ production or marketing activities or any other causes or contingencies beyond P&P INTERNATIONAL, INC.’s control. P&P INTERNATIONAL, INC. shall in no event be liable for any consequential damages.
11) SOLVENCY: PURCHASER represents and affirms that he is solvent. In the event that PURCHASER becomes insolvent before delivery of the goods herein, he will immediately notify P&P INTERNATIONAL, INC. PURCHASER’S failure to notify P&P INTERNATIONAL, INC. of this insolvency at the time of delivery shall be construed as a reaffirmation of his solvency.
12) GOVERNING LAW: This sale and all agreements hereunder shall be made in and governed by the laws of the State of California.
13) SEVERABILITY: Each paragraph and provision hereof is severable and if any provision is held invalid or unenforceable the remainder shall nevertheless remain in full force and effect.
14) CONFIDENTIALITY: PURCHASER will ensure that the goods, services, and all related information covered by the purchase Contract, including but not limited to pricing, costs, fees, charges, patent, copyright, design, and manufacturing information, which PURCHASER receives from P&P INTERNATIONAL, INC. (“Confidential Information”) will be kept in strict confidence. PURCHASER will exercise all reasonable precautions to prevent unauthorized disclosure of Confidential Information to any third party. PURCHASER will not use the Confidential Information for any purpose other than for executing its obligations under this purchase Contract.