Terms and Conditions
PRIDE Industries Terms and Conditions
ACCEPTANCE OF TERMS AND CONDITIONS. PRIDE Industries (“PRIDE”) desires to provide its customers (‘Customer”) prompt and efficient service. However, to negotiate the individual terms and conditions of each written sales quotation/contract (“Agreement”) would substantially impair PRIDE’s ability to provide such service. Accordingly, goods furnished and services rendered by PRIDE are sold only on the terms and conditions stated in this Agreement and PRIDE’s performance of this Agreement is expressly made conditional on Customer’s agreement to the terms and conditions set forth below unless otherwise specifically agreed to in writing by the parties. In the absence of Customer’s of a signed Agreement, the commencement or performance and/or delivery of goods or services shall be for PRIDE’s convenience only and shall not be deemed or construed to be acceptance of any or all of the terms and conditions of Customer. If an Agreement is not entered into, acceptance of any goods or services furnished or rendered by PRIDE shall be deemed acceptance of the terms and conditions stated in this Agreement.
By signing this document or accepting delivery of goods or services provided under this Agreement, Customer agrees that s/he has read and understands terms and conditions set forth below and has the necessary authority to bind Customer to these terms and conditions. In addition, Customer acknowledges and agrees that the goods ordered by Customer and furnished by PRIDE under this Agreement are custom made for Customer. Finally, Customer and PRIDE agree that this Agreement expresses the entire agreement between them and no other agreement, quotation, statement or representation shall be binding upon a party unless reduced to writing and signed by each party.
PAYMENT TERMS AND TAXES. Unless Customer has a credit approval from PRIDE, all payment for goods and services shall be in advance or upon delivery of goods or rendering of services. Upon credit approval from PRIDE’S Accounts Receivable Department, and in consideration of PRIDE extending credit to Customer, Customer agrees to pay for all items delivered or services rendered to Customer with thirty (30) days following the date of invoice. Any disputes or errors relative to an invoice must be reported and documented in writing within thirty (30) days from date of invoice. Applicant acknowledges that a monthly service charge of 1½% shall be made on all sums due to PRIDE which have not been paid in accordance with the invoice terms. Delinquent accounts may, at the sole discretion of PRIDE, result in withholding of goods or services until the outstanding balance has been paid. Should it become necessary to place the account with a collection agency or attorney, Customer agrees to pay all collection costs and reasonable attorney fees in addition to all other sums due. Customer recognizes that the prices are exclusive of carrier freight charges, State or Local Sales or Use Taxes, however, if federal, state, or local laws require a compulsory tax, PRIDE reserves the right to add that tax to the price.
DEFAULT IN PAYMENT. Any default in payment under this Agreement that is not corrected within five (5) days after written notice of the default is given by PRIDE, shall be grounds for immediate termination of this Agreement and Customer shall be liable for all expenses incurred to the date of default for the costs of work performed. In the event that PRIDE (1) assigns any amount due under this Agreement for collection, (2) files suit to collect any amount due under this Agreement, or (3) files a claim in arbitration to collect any amount due under this Agreement, Customer agrees to pay, and to be liable to PRIDE for any balance due under this Agreement, and all costs of collection (even if the claim is assigned for a discount), and for all costs for legal action or legal advice (including costs of arbitration), including reasonable attorney fees prior to hearing, at hearing or on appeal.
EXPEDITES OR DUE DATE REVISIONS. If Customer requests PRIDE to expedite or change the due date for delivery of the goods or services contracted for under this Agreement, PRIDE reserves the right to charge Customer for all additional costs of any kind incurred by PRIDE as a result of expediting or revising the due date. In the event Customer supplied materials are inadequate to fulfill the order or are not received in sufficient time to reasonably meet the due date, PRIDE may, at its sole discretion, revise the due date.
INSPECTION AND ACCEPTANCE OF GOODS. Final inspection and acceptance of the goods or services furnished or rendered under this Agreement shall be at Customer’s facility unless otherwise agreed upon in writing by the parties. Customer shall be responsible for promptly conducting the final inspection for acceptance, but in no event shall the inspection be completed later than fifteen (15) days after delivery or completion of services, at which time Customer must either accept or reject goods or services in accordance with the Paragraph entitled Notices. Any discrepancy in shipment quantity in excess of the 10% amount set forth in the Paragraph entitled Overruns/Underruns must be reported in writing within five (5) working days of receipt of goods.
TITLE OF FINISHED WORK. Title for finished work shall pass to Customer upon delivery to the carrier at the shipping point or upon mailing of the invoice for finished work, whichever occurs first. Unless it is noted on the front of this Agreement, the F.O.B. point is the shipping point and Customer agrees to pay all freight, shipping and handling charges from the specified F.O.B. point.
CREDIT, EXCHANGES, REWORK AND DAMAGE. Goods shipped or services rendered under this Agreement cannot be returned for credit, exchanged, or returned for rework without PRIDE’s written permission. Customer shall care for the merchandise, assume all risk for damage from any cause and shall continue to be liable for the purchase price notwithstanding damage. All material returned without a RMA (Return Material Authorization) number will be refused automatically.
RISK OF LOSS. Risk of loss for finished work shall pass to Customer upon delivery to a carrier at the shipping point or upon mailing of the invoice for finished work, whichever occurs first.
STORAGE. Customer assumes responsibility for all items stored on his behalf.
OVERRUNS/UNDERRUNS. Overruns or underruns not to exceed 10% of the quantity ordered shall constitute acceptable delivery. PRIDE shall bill for the actual quantity, within this tolerance, provided, however, that if supplier sends materials in excess of the amount ordered, PRIDE shall charge any additional cost to Customer. If Customer requires guaranteed “no less than” delivery, the percentage tolerance of an overrun could be doubled.
CANCELLATIONS. Orders accepted by PRIDE may be canceled by Customer only upon the written consent of PRIDE. Any cancellation must be given at least thirty (30) days in advance of the cancellation date. In the event of cancellation or other withdrawal of an order for any reason, and without limiting any other remedy which PRIDE may have as a result of such cancellation or other withdrawal under the Uniform Commercial Code of California, reasonable cancellation or restocking charges, which shall include all expenses then incurred and commitments made by PRIDE, shall be paid by Customer to PRIDE.
CUSTOMER FURNISHED MATERIALS. All materials furnished by Customer shall be manufactured, packaged and delivered to PRIDE in such a manner as to prevent damage during shipment to PRIDE and to afford PRIDE the reasonable ability to store the materials without damage. Customer warrants that any furnished materials are suitable for the intended purpose. While every attempt will be made by PRIDE to work with materials ordered by Customer, if inferior supplies cause increased production time, PRIDE may make additional charges to compensate for the additional time required. Where appropriate, PRIDE, in its sole discretion, will attempt to notify Customer before processing materials that may result in significantly increased production time or cost.
INSPECTION OF CUSTOMER FURNISHED MATERIALS. Customer furnished material delivery is verified by delivery tickets as to carton, packages, skids, or items shown only. The accuracy of quantities indicated on delivery tickets will not be verified and PRIDE shall not be liable for shortages based on the supplier’s delivery ticket(s).
REPAIRS, CHANGES TO CUSTOMER FURNISHED MATERIALS. Repairs, changes, to Customer furnished materials shall be billed at current rates for work performed.
EXCESS MATERIALS LIABILITY. Customer is responsible for all excess materials at current cost resulting from Minimum Order Requirements and/or Non-cancelable/non-returnable material orders when the Purchase Order does not consume these materials within three (3) months of the last shipment of used-on product(s).
FORCE MAJEURE. PRIDE assumes no liability for delay or failure to deliver on any order, in whole or in part, resulting from labor disputes, fires, accidents, delays by carriers, shortages of material or any cause beyond the reasonable control of PRIDE.
INDEMNIFICATION. Customer shall indemnify and hold harmless PRIDE from any and all loss, cost, expense and damages or proceeding that may be instituted against PRIDE based upon the theory that any materials, goods, or services violates any copyright or any proprietary right of any person or that any materials, goods, or services contains any matter that is libelous or scandalous, or invades any person’s right to privacy or other personal rights. Conditioned upon written notice from PRIDE to Customer, within five (5) working days of PRIDE’s knowledge of any such claims, demands or proceedings, Customer agrees to and hereby authorizes PRIDE to defend and continue to defend, itself against such claim, demand, action or proceedings and that PRIDE shall have the right to employ an attorney of its choice and the total cost shall be immediately billed to and borne entirely by Customer.
DISCLAIMER. As to the goods furnished or services rendered under this Agreement, PRIDE makes no warranties, express or implied, and any warranty of merchantability or fitness for a particular purpose is hereby disclaimed by PRIDE. PRIDE will not be liable or responsible for any loss, injury or damage to persons or property resulting from the materials, goods, or services provided for under this Agreement, or for the failure or delay by PRIDE in the performance of services under this Agreement. PRIDE shall not be liable for direct, indirect, special or consequential damages of any kind sustained by any person or organization resulting from any cause related to the materials, goods or services under this Agreement. Further, Customer assumes all risks and liability for loss, damage or injury to persons or property of Customers or others arising out of the materials made or services provided and sold under this Agreement.
ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, or the breach of it shall be settled by binding arbitration by one arbitrator in accordance with the rules of the American Arbitration Association, and any judgment upon the award rendered by the arbitrator (s) may be entered in any Court having jurisdiction. Venue for arbitration shall be in Sacramento, California.
ATTORNEY’S FEES. If any action at law, suit in equity or claim in arbitration is brought to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorney fees incurred prior to trail or hearing, at trial or hearing, or as a result of an appeal from the trial or hearing.
SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties.
NOTICES AND SIGNATURES. All notices required to be given under this Agreement shall be made in writing and delivered by first class mail postage paid or by personal delivery. Notice shall be deemed given when deposited into the U.S. Mail or when delivered. In addition, any notice, agreement or other written document requiring a party’s signature be sent via facsimile and such facsimile signature shall have the same force and effect as the original provided, however, that a facsimile transmission report is printed and retained by the sending party.