Terms and Conditions of Sale
Acceptance by Buyer
Acceptance of Buyer’s order by Seller is expressly limited to the terms and conditions herein contained. Any term or condition included in any purchase order or other form of contract provided by Buyer in conflict with these terms or conditions is hereby expressly rejected and shall not be binding on Seller. Receipt and acceptance of goods by Buyer shall be deemed to be an acknowledgment that the terms and conditions herein contained are binding and constitute a part of any contract or purchase order between Buyer and Seller and the terms herein are incorporated by reference into such contract or purchase order.
Upon Seller's delivery of goods to Buyer, Buyer shall promptly inspect the goods to confirm that the goods conform to the parties’ purchase order and contract. Buyer shall promptly contact Seller if Buyer identifies a problem with the goods delivered following Buyers inspection. Buyer agrees that two weeks following the delivery date, if Buyer has not advised the Seller in writing that it is rejecting the goods, or that the goods do not conform to the purchase order or the parties contract, or that all or some of the goods, or any part of the goods is missing, Buyer waives any right to reject the goods for any claimed defects or due to the fact that all, some or any part of the goods is missing. The Buyer’s failure to reject or object to the goods in writing provided to the Seller within the two-week period provided for herein constitutes an acceptance of the goods by Buyer and signifies to Seller that the goods are conforming to the parties’ purchase order and contract, or that the Buyer will take or retain the goods in spite of their nonconformity.
Buyer knows that the shades and colors of natural wood products or the finishes on metal goods may vary because of manufacturing processes. Seller does not warrant to Buyer that the shades and colors of its natural wood or metal finishes on its products and goods delivered to Buyer will be the same and consistent in every instance.
- Subject to change without notice prior to acceptance of Buyer's order by Seller;
- Exclusive of all Federal, State, Municipal or other Government excise, sales, use, occupational or like taxes now in force or to be enacted in the future;
- Subject to an increase equal in amount to any tax the Seller may be required to collect or pay upon the sale of the items quoted;
- Subject to change at any time upon notice by Seller in the event of any change in the Buyer's requirements or the terms and conditions contained herein; and
- Increased by crating, shipping, handling or installation charges unless explicitly stated;
- Payable by credit card with a 3% processing charge added onto the total order price.
- Invoices will be issued on the date of shipment with terms of net 30 days from invoice date, subject to change because of financial or credit conditions existing at time of shipment.
- Buyer agrees to pay interest on the balance due on any invoice at the monthly rate of 1.5% if an invoice is not paid within 30 days of the invoice date. In the event payment is not made by the Buyer as herein provided and in the event legal proceedings are necessary to obtain payment, Buyer agrees to pay all of Sellers legal fees, including but not limited to attorney fees, court costs, and expenses of litigation incurred in collecting the balance owed by Buyer to Seller.
- Seller reserves the right to modify these terms for export business and/or special projects.
- The shipping date shown on the acknowledgement is approximate and subject to change depending upon Seller's prior sales, shipping activities and circumstances beyond the Seller's control.
- Seller shall not be liable for any damages resulting directly or indirectly from fire, embargo, strikes, acts of God, civil strife or insurrection, transportation delay, whether at place of manufacture or elsewhere, delays from fuel, power, or other energy or material shortages, or delays caused by any law, rule, regulation or order of any governmental authority directly affecting production or delivery or from other causes beyond Seller's control.
All goods shall be shipped FOB the stated shipping point. Seller shall have the right to select the carrier unless the carrier is designated by the Buyer. Upon delivery of the goods by the Seller to the carrier, the carrier shall be deemed to be the agent of the Buyer and thereafter risk of loss shall be on the Buyer.
Seller's freight quote does not include a delivery fee for delivering products inside Buyers location or directed end shipping location. The parties have assumed the shipping destination has an industry standard shipping dock. If your order requires inside delivery or other special needs, these will need to be quoted independently and at a possible additional cost to Buyer.
In the event Buyer requests Seller to stop work or cancel the contract or purchase order or any part thereof, Buyer agrees to pay Seller 15% of the invoice amount plus the cost of any materials and labor to date for cancelling the contract or purchase order.
On occasion, Buyers request a delay in having products, material or items ("Products") shipped by Seller to Buyers required destination upon Seller's completion of work on the Products. In such event, Buyer agrees to pay Seller an additional storage fee for Products stored on Seller's premises that are not shipped promptly upon completion of Seller's work because of Buyer's delay in needing the Products shipped. Storage fees shall be charged to Buyer beginning seven (7) calendar days after the agreed upon ship date, unless otherwise agreed upon by Seller in writing. The storage fee shall be the monthly rate of 2% of the entire invoice amount for the unshipped items, which charge shall be pro-rated weekly and added to the Buyer's invoice from Seller for each week the items remain stored at Seller's facility.
All returns will need prior approval from CMS, Inc. Contact our customer service department toll free at (1-800-379-6700) in the U.S. for a Return Authorization Number. If your return is approved, the Buyer is responsible for all crating, shipping and handling fees to return the goods to CMS. All returns are subject to a 15% restocking fee based on the invoice amount owed for the returned goods. CMS, Inc. will not accept returns of special orders, custom made goods either by design or finish. Seller reserves the right to determine whether or not products shipped to us are salvageable and in saleable condition in determining whether to approve a return of an item.
Property and Patent Right
Buyer agrees to defend at its own expense, indemnify and hold harmless Seller from all claims of patent infringement of trade secret misappropriation arising from its performance under this contract, including damages, costs and attorney’s fees.
Customer Supplied Materials
In the event this contract requires the Seller to perform work on materials supplied by Buyer, Buyer shall supply adequate excess materials to allow for manufacturing losses. If Seller scraps any such material, it shall not be liable to Buyer for such scrapped materials.
The Buyer's acknowledgement or signature of the contract or purchase order constitutes acceptance of the terms of the contract or purchase order and the terms and conditions set forth herein which are incorporated by reference into the contract or purchase order. All of which shall constitute the entire agreement between the Buyer and Seller with respect to the subject matter of the contract or purchase order and the contract, purchase order and terms and conditions supersedes and replaces all representations made prior to such acknowledgement or acceptance of the contract or purchase order entered between the parties or understandings relating thereto. No alteration or addition to the contract or purchase order shall bind the Seller unless expressly agreed upon by Seller in writing signed by a duly authorized officer of the Seller. If any provisions of this agreement shall be deemed invalid by a court of law, the remaining provisions shall continue in full force and effect, and shall be construed to serve the intent and purposes of this agreement.
The terms and conditions applicable to the transaction provided for herein shall be determined and construed in accordance with binding arbitration under the laws of the State of Michigan.