Terms, Conditions And Agreements
iTi Tropicals, Inc. (Hereinafter referred as the Seller)
- This contract, along with any formal credit application if applicable, may be modified only in writing signed by the parties to be bound. This contract is not assignable.
- Seller is not responsible for delay or non-delivery of merchandise covered by this contract in case of events beyond the control of the Seller, including, but not limited to,
floods, strikes, riots, fire, thefts, war, loss at sea and force majeure. In addition to the foregoing, if the merchandise is to be imported, then performance on the part of the
Seller is subject to the actual receipt of said merchandise except that Seller shall make reasonable efforts to obtain substitute merchandise. If an increase in cost is necessary
to obtain substitute merchandise, Seller may effect replacement and recover all additional costs with the prior agreement of the Buyer. Any increase in cost of such
substituted merchandise incurred by Seller shall be added to the contract purchase price set forth in this contract. If Seller is not able to make such substitution in a reasonable
time, this contract shall, with respect to the undeliverable merchandise, be canceled and Seller shall have no further obligation to Buyer, except to refund purchase price for
the undeliverable merchandise, if previously paid. Under no circumstances shall Seller be liable for Buyer's consequential damages or special damages, whether statutory or
otherwise or for Buyer's loss of profit.
- Any change in rate of Duty, U.S. Import Taxes, valuations by U.S. customs, freight and/or insurance rates after the date of this contract shall be for Buyer's account.
- If Buyer becomes insolvent or refuses without cause to accept any shipment or delivery hereunder, or fails to pay for any shipment or delivery, whether under this contract
or any other contract between the parties, when the payment is due, Seller, at its option may defer the making of any shipment or delivery hereunder until the default is cured
or may treat the default as a repudiation by the Buyer of this contract in its entirety and hold the Buyer liable to damages for breach of this contract in its entirety.
- Seller shall not be liable on any claims if the goods shall have been processed or otherwise changed from their original condition, or if not kept under recommended
storage conditions as provided in iTi's specification sheets. Buyer must make all claims regarding the quality of merchandise within 20 days from the date of delivery.
Additionally, all claims must be submitted in writing and sent to Seller via certified mail or overnight delivery. All claims must include factual evidence regarding product
quality. No claims will be processed unless the foregoing has been complied with.
- Under no circumstances shall Seller by liable for any claims for special damages, whether statutory or otherwise, or for Buyer's loss of profit to be realized by resale in
raw or converted state, use or otherwise.
- This sale is made subject to the safe and sound arrival of the merchandise and its release by the United States Food and Drug Administration or other governmental
agency having jurisdiction, including any foreign government, after inspection. If said merchandise or any part of the same is detained at the Port of entry or at origin by US
Customs or any such governmental department, bureau or agency, and is not eventually released for entry or export, it is understood that Seller is not required to make a
replacement of the goods and merchandise so detained and not released for entry or export and that this contract with respect to the detained and unreleased merchandise
shall then become void and Seller shall be released from any responsibility and liability thereunder except to refund purchase price, if previously paid.
- The prices set forth in this contract are based upon the current duties, surcharges, taxes and Government levies of any kind, whether import, export, discriminatory or
otherwise imposed by any country or political subdivision thereof or by any public authority, affecting all or any part of the merchandise. Should any increase or new duties,
surcharges, taxes or any other kind of Government levy, be hereafter imposed, increased or become effective, they are to be added to and become part of the contract price
and be paid for by the Buyer, unless otherwise specified. The price stated in this contract is based upon the present ocean and inland shipping, freight and insurance rates for
all insurance (including war risk insurance) and charges as of the date hereof, and any increase in the same shall be added and become part of the contract price for the
account of the Buyer. The price stated in this contract is based upon the present cost of raw materials. Changes as of the date hereof, and any increase in the same shall be
added and become part of the contract price for the account of the Buyer.
- In the event of an "ex dock" sale all dock charges, loading charges, wharfage charges, dock storage or other similar fees are for the account of the Buyer, unless otherwise
- Title to merchandise imported under this contract shall pass to Buyer immediately upon notification from Seller that such merchandise is freed by U.S. Customs and
available to Buyer at contracted point of delivery. Responsibility for proper care and handling of merchandise evolves upon Buyer at that time.
- Seller may in its discretion from time to time alter, suspend or revoke credit terms and require cash payment or additional security for all or any part of the purchase price
without affecting Buyer's obligations hereunder to take and pay for merchandise. If Buyer becomes bankrupt or insolvent, or defaults under this Contract, Seller at Seller's
option, may defer delivery hereunder until the default is cured, or may treat any such event as a repudiation by Buyer of this Contract in its entirety, resell the goods and hold
Buyer liable for damages of the breach of the Contract, and Seller may without liability, terminate this Contract with Buyer as to the undelivered balance, holding buyer
responsible for any expenses, damages or losses incurred by Seller. Buyer also shall pay Seller's costs of collection, including reasonable attorney's fees incurred in any
proceeding to enforce this contract.
- Should the Buyer fail to give shipping instructions within the delivery period specified in this contract Seller may at its option cancel the contract or deliver the
merchandise to the buyer at Buyer's place of business, or sell any merchandise still due in the open market, crediting or debiting Buyer with the difference between net price
thus realized and price named in this contract. If delivery is to be made in installments, a failure of delivery or imperfection in one installment shall not affect the remainder
of the contract and shall not constitute a breach of the entire contract and deliveries of subsequent installments are to be accepted by the Buyer. Any excess or shortage not
exceeding five percent in the delivery of the order or any installment shall not constitute a valid reason for rejecting the shipment or shipments.
- In the case of an FOB sale, if delivery by a particular carrier is not specified in the contract, the Seller may prudently select and ship by any carrier and delivery of the
merchandise to such carrier shall constitute delivery to the Buyer and all risks thereafter are for the account of the Buyer. If delivery by a particular carrier is specified in this
contract, then tender of delivery to such carrier shall likewise constitute delivery to the Buyer.
- This contract shall be construed according to and governed by the laws of the state of New Jersey. If any term, provision of condition or any part thereof herein contained
is held invalid or inapplicable, the remaining terms and conditions of this contract shall not be affected thereby. No promises, terms, conditions, obligations or representations
and no WARRANTIES, EXPRESS OR IMPLIED INCLUDING WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, shall apply
unless explicitly stated in the contract. The waiver of any right of the Seller shall not constitute a waiver of any subsequent obligation of the Buyer.
- Any controversy or claim relating to this contract or breach thereof, including a broker's or agent's claim for commission, shall be settled by arbitration in Mercer
County, New Jersey in accordance with its rules, and judgment may be entered upon award. Each party to this contract shall be deemed to have consented that any papers,
notice or process necessary or proper for the institution or continuation of an arbitration proceeding or for the confirmation of an award and entry of judgment on an award
made there-under, including appeals in connection therewith, may be served upon such party (a) by mail addressed to such party's last known address or (b) by personal
service, within or without the State wherein the arbitration is to be held, or within or without the limits of the jurisdiction of the Court having jurisdiction in the premises
(whether such party be within or without the United States of America) or (c) where a party to a controversy is not located in the United States of America, by mail or
personally as provided in (a) and (b) hereof, upon his agent or broker through whom this contract is made.
Last updated 5/5/08