Jedwards International, Inc. Standard Terms and Conditions of sale
1. Controlling Document - The acceptance of Buyer’s order is expressly made conditional on Buyers’ assent to the terms and conditions set forth herein, and Jedwards International, Inc. agrees to furnish goods (The “Products”) only upon these terms and conditions. This document constitutes the entire agreement between the parties. Differing terms and conditions shall require a separate written agreement. THE TERMS OF THIS AGREEMENT SHALL SUPERSEDE ANY CONFLICTING TERMS CONTAINED ON THE BUYER’S PURCHASE ORDER OR ANY DOCUMENT OR INSTRUMENT SUBMITTED BY BUYER. No course of prior or current dealings between the parties and no usage of trade shall be relevant to supplement or explain any term. Photocopies, electronic copies and facsimile transmissions of documents shall be effective as originals and shall be considered a “writing” between the parties. Acceptance of these terms and Conditions by Buyer shall be confirmed upon shipment of Product.
INFORMATION The information contained in this web site is designed to provide general information to our clients. Some information may have errors, can be outdated or represent opinions of the author. User assumes all risk of use, damage or injury. We are not liable for any consequential, incidental, indirect or special damages. Please contact a health professional prior to use.
2. Prices and Taxes – Buyer shall pay Jedwards International, Inc. the standard price for Products listed by Jedwards International, Inc. on the date Jedwards International, Inc. ships the Buyer’s order or any price expressly quoted by Jedwards International, Inc. in writing to the Buyer
3. Shipment -- Jedwards International, Inc. is committed to meeting customer requirements for Product delivery. Any shipping or delivery dates are indicated by Buyer or Jedwards International, Inc. are estimates only, and Jedwards International, Inc. shall have no liability to Buyer for failure to complete deliver an order by the date indicated or for any of Buyer’s incidental or consequential damages arising from a delay. Jedwards International, Inc. shall ship Product to Buyer F.O.B. place of shipment, with packaging and carriers as designated by Jedwards International, Inc. unless otherwise specified in writing between the parties. Jedwards International, Inc.’s title to Product passes to Buyer upon delivery of Product to the carrier for shipment, with carrier acting as Buyer’s agent. Buyer assumes the risk of loss for Product in transit and shall be responsible for obtaining insurance, if desired. Jedwards International, Inc. will not consider any claim for non-conforming Product or shortages (“Non-Conformances”) unless Buyer compiles with the notice and authorization requirements set forth at paragraph 6. Buyer may not return product without Jedwards International, Inc written authorization. If a return is authorized Buyer shall return all Non-Conforming Product within ten (10) days after receipt of authorization, and shall ship the Product point of destination F.O.B. Returns of all conforming Product are subject to a restocking charge of 10% computed at original invoice value. When retest is required Buyer will be charged an additional $250.00 per Product lot. All Product sought to be returned must be within the lot expiry period and received not later than ninety (90) days after originally shipped by Jedwards International, Inc.. All returns must be consigned to Jedwards International, Inc. 39 Broad Street, Quincy, MA 02169 unless otherwise directed by Jedwards International, Inc. All unauthorized returns will become the property of Jedwards International, Inc. and no credit will be issued. Product for which delivery is suspended pending payment by Buyer as well as Product pf which delivery is wrongfully rejected or not accepted by Buyer, shall be held and stored by Jedwards International, Inc. at risk and expense of Buyer. Special delivery terms; expedited delivery will be an additional $0.95/per Kilogram, Deliveries of less than minimum order quantities are subject to a $25.00 handling fee; specially requested analyses and/or deliveries in Jedwards International, Inc. non-standard packages shall be subject to additional charges. All shipment costs are to be paid by Jedwards International, Inc. subject to the special delivery charges set forth herein. In those areas where the ‘released value rating’s apply, Jedwards International, Inc. shall ship on this basis unless otherwise requested in writing. Freight allowances for customer pick-ups will be based on rate schedules from the nearest Jedwards International, Inc. distribution center.
4. Terms of Payment—Payment for Product shall be due as of the payment date stated on the invoice, With regard to payment of price for product, time is of the essence. Any overdue payment may be subject to a late payment charge of 1.5%per month (18% per year) or the highest amount permitted by law. Unless otherwise indicated in writing, each shipment shall be considered an independent transaction and payment therefore shall be made accordingly. All orders are subject to approval of Jedwards International, Inc. credit department. If in the judgment of Jedwards International, Inc, the financial condition of the Buyer at any time does not justify continuance of shipment on the terms of payment specified, Jedwards International, Inc may require full or partial payment in advance. In the event of bankruptcy or insolvency of Buyer, or in the event of any proceeding brought by or against Buyer under insolvency laws, Jedwards International, Inc. shall be entitled to cancel any order of the Buyer then outstanding and shall receive reimbursement from Buyer for its cost to date of cancellation. Buyer authorizes Jedwards International, Inc. to investigate Buyer’s credit and financial standing, and at Jedwards International, Inc. request shall provide Jedwards International, Inc. with financial information and individual guaranties before, during or after fulfillment of any order. Jedwards International, Inc. shall maintain a security interest in the Product (and replacement) delivered hereunder and in the proceeds from the sale and disposition thereof, until Buyer has made payment in full for such product. Buyer shall, upon request by Jedwards International, Inc , execute all documents (such as UCC-1) necessary to perfect such security interest. Jedwards International, inc. has the right, upon demand, to repossess goods delivered hereunder if Buyer fails to make timely payments. All payment shall be made without any deduction and free of any set-off or other counterclaim.
5. Inspection – Buyer shall be responsible for inspecting and examining all products shipped hereunder prior to acceptance. Buyer shall give Jedwards International, Inc. written notice specifying the alleged Non-Conformance if rejection is intended within five (5) days following delivery to Buyer. Failure to provide such written notice of rejection within the five (5) days of delivery shall be deemed to be acceptance of the Product by the Buyer as of the date of shipment. Any resale, commingling, alteration or incorporation of the Product by the Buyer shall be deemed acceptance of the product as of the date of shipment.
6. Warranty – There are no express warranties hereunder. The products will meet their published specifications when used in accordance with applicable instructions and stored correctly. The liability of Jedwards International, Inc. is limited, at Jedwards International, Inc. option solely to replace the product, or apply an appropriate credit adjustment not to exceed the sales price to Buyer, provided that (a) Jedwards International, Inc. is promptly (within five (5) days of receipt of allegedly Non-conforming product) notified in writing by Buyer setting forth the alleged non-conformance, date of purchase, date of receipt , and invoice number, (b) Buyer shall set aside and hold such product without further use or processing until Jedwards International, Inc. advises Buyer as to the proper disposition of the Product; and (c) the Non-Conforming Product is returned to or inspected by Jedwards International, Inc., and Jedwards International, Inc. determines that Non- conformance exists, and was not caused by negligence, misuse, improper storage, or accident. Buyer shall have no right to “cover” by procuring substitute goods at the cost of Jedwards International, Inc.. Jedwards International, Inc. MAKES NO OTHER WARRANTY EXPRESSED OR IMPLIED. Jedwards International, Inc. EXPRESSLY EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, AND OF ALL OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF Jedwards International, Inc.. Jedwards International, Inc. NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR Jedwards International, Inc. ANY OTHER LIABILITIES. UNDER NO CIRCUMSTANCES SHALL Jedwards International, Inc. BE LIABLE TO THE BUYER OR ANY OTHER PERSON FOR ANY KIND OF SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGE, LOSS OR EXPENSE. Buyer’s remedies under this agreement shall be limited to replacement of the product that failed to conform to warranty. This warranty section sets forth the sole and exclusive remedy against Jedwards International, Inc. for the furnishing of Non-Conforming Product. No action may be taken against Jedwards International, Inc. for breach of this agreement more than one (1) year after the accrual of the cause of action.
7. Intellectual Property – All specifications, designs, data methods, patterns, and ideas made, used, conceived, developed or acquired by Jedwards International, Inc. incident to its performance under this agreement and all patent, trade-secret, know how, copyright, trademark or other proprietary right therein shall be the exclusive property of Jedwards International, Inc. and no part of the purchase price hereunder shall be deemed applicable to the foregoing unless otherwise agreed to in writing by Jedwards International, Inc..
8. Force Majeure – Jedwards International, Inc. shall be relieved of the performance of it s obligations for the duration and to the extent that it is prevented in the performance of its obligations by reasons of force majeure. For purposes of this clause, force majeure is defined as circumstances or events which may have not been foreseen at the time of entering into this transaction, which are not the fault of Jedwards International, Inc. and which prevent the performance of all obligations hereunder and which are not capable of being remedied. Force majeure events include, but are not limited to, acts of God, acts of war, acts of the Government, acts of Buyer, inability to obtain necessary labor, materials or manufacturing facilities, blockades, revolutions, industrial disputes and commercial impracticality.
9. Equal Employment Opportunity - Jedwards International, Inc. represents that it does not discriminate against employee or applicant for employment on the grounds of race, color, religion, sex, sexual orientation or national origin. Jedwards International, Inc. complies with Executive Order 11246
10. Assignability - This contract is personal to the parties hereto and shall not be assigned to any third party by either the Buyer or Jedwards International, Inc. without the other party’s written consent.
11. Law and Jurisdiction – This agreement shall be deemed to be made in Massachusetts and governed in all respect by Massachusetts Law. The parties to this agreement irrevocably consent to the jurisdiction of the Courts of the State of Massachusetts.
