TERMS AND CONDITIONS OF SALE
1. All sales are final.
2. Buyer shall pay for and accept the merchandise as specified in this invoice.
3. From the time the merchandise leaves Seller’s warehouse, all charges shall be the responsibility of Buyer, and Buyer shall be the absolute insurer of said merchandise for and against any and all risks. Seller is not responsible for any loss or damage resulting from, shipping, including without limitation, delays in shipping.
4. Time being of the essence, payments are due within the time specified on the invoice. Any payment not received when due shall incur late charge at a rate of 1.5% per month. Additionally, any amount due hereunder, not received by Seller when due, other than late charges, shall bear interest from the due date at a rate of 10% per annum. However, at no time, Buyer shall be required to pay late charge or interest in excess of the maximum allowed by applicable laws.
5. Variations in the measurement of the merchandise may result from production, washing, and/or finishing. Such variations are normal, immaterial and of no consequence to the purpose of this agreement.
6. Seller makes no warranty, either express or implied, of merchantability or of fitness of goods for any specific purpose unless expressly specified.
7. Any claims by Buyer of shortage or defects shall be in writing with particularity and received by Seller within 7 days following Buyer’s acceptance of the merchandise. Any claim by Buyer made not in conformity with the terms herein shall be deemed waived.
8. The title to the merchandise shall remain in Seller and shall only transfer to Buyer when Seller is paid in full for the merchandise. If a third-party, other than purchaser in the ordinary course of business, takes possession of any merchandise from Buyer prior to Seller’s receipt of payment in full, Buyer shall immediately give Seller written notice thereof.
9. Buyer hereby represents and warrants to Seller that Buyer is solvent. If Buyer’s assets or liabilities become so altered as to in any manner threaten Buyer’s solvency, Buyer agrees to give written notice thereof to Seller within 3 days of such alternation. If Seller receives such notice or reasonably believes that Buyer may or become unable to fulfill its obligations hereunder, Seller may require written assurance of Buyer’s ability to fulfill its obligations hereunder and may cancel this agreement or take other appropriate legal action, if Buyer fails to deliver such assurances within 3 days after Seller’s request thereof.
10. Any dispute arising out of this sales invoice shall be governed by the laws of the State of California, and in the event that a lawsuit is filed, such lawsuit shall be filed in Los Angeles County Superior Court. In the event Seller retains an attorney to enforce its rights under the sales invoice, including, but not limited to, collection of the sum due hereunder or seeking the return of the merchandise, Buyer shall pay to Seller its reasonable attorney’s fees and costs. The attorney’s fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorney’s fees reasonably incurred.
11. If any part of this agreement is determined to be illegal, invalid or unenforceable, then such part shall be deemed severable from this agreement and such illegality, invalidity or unenforceability shall not affect the remainder hereof.
12. This agreement expresses the entire understanding of the parties and replaces any and all prior agreements, statements and representations, written or oral, relating to the subject matter hereof. No modification or waiver pertaining hereto shall be valid unless in writing and duly signed by an officer or authorized agent of the Seller.