HAMPDEN PAPERS, INC.
TERMS AND CONDITIONS
1. Hampden Papers, Inc. (Seller) agrees to sell, transfer and deliver Goods to the Buyer in accordance with terms and conditions contained herein. As used herein “Goods” shall mean all products sold, shipped or processed by the Seller whether or not the same constitutes a sale of products or services to products provided by the Buyer. “Buyer” shall mean Seller’s customers as set forth in the Quotation or Confirmation.
2. All price schedules, list prices, quotations, rates or bases of discount, and the size, type, and classes of Goods available are subject to change. Price changes may be made by Seller at any time prior to issuance of Seller’s Confirmation for an order. Prices quoted are before all applicable tariffs, duty, sales, use and similar taxes for which Buyer shall be responsible.
3. In the event the Buyer issues purchase orders to the Seller from time to time, each purchase order shall contain a description of the Goods ordered, the quantities and prices, and the requested shipment schedule. Despite any provisions to the contrary all such orders will be and are made pursuant and subject to these Terms and Conditions and Seller’s Confirmation, whether specifically stated or not. If there is any inconsistency between the Terms and Conditions and the terms of a purchase order, these Terms and Conditions shall prevail. Unless Buyer shall notify Seller in writing to the contrary within two (2) days after receipt by the Buyer of this document, or prior to delivery of Goods, whichever is earlier, the delivery and sale of the Goods by Seller and payment and performance by Buyer shall be conclusively deemed to be subject to these Terms and Conditions.
No waiver, alteration or modification of any of the provisions hereof shall be binding on the Seller unless made in writing and agreed to by a duly authorized official of Seller. Waiver by Seller of any default by Buyer hereunder shall not be deemed a waiver of any default by Buyer which may thereafter occur.
4. Buyer shall make payment upon the terms set forth in Seller’s invoice(s) (the “Due Date”). All invoices unpaid beyond the Due Date shall bear interest at an annual rate of 12 percent (12%) per annum from the date of the invoice. In the event Buyer fails to make payment in accordance with these Terms and Conditions, Seller shall be entitled to its reasonable costs of collection, including, but not limited to, attorney’s fees and court costs.
5. SELLER EXPRESSLY EXCLUDES ALL WARRANTIES, GUARANTEES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, MATERIALS, WORKMANSHIP, DESIGN AND SUITABILITY FOR A SPECIFIED OR INTENDED PURPOSE. In lieu, thereof, any Goods which are defective due to faulty material or workmanship and are unsuitable for Buyer’s specified or ordinarily intended use will be repaired, or replaced, f.o.b. point of origin, or the unit purchase price refunded, at Seller’s option; provided that the Goods are returned (upon Seller’s written consent first being given) or the same are rejected, in either event within the time set forth in Section 6. Seller shall not be liable for Buyer’s loss of profit or any special or consequential damage or loss, nor for any cost incurred by Buyer for alteration, repair or work done on the Goods without Seller’s express approval in writing prior to any such alteration, repair or work.
6. Within thirty (30) days of receipt by the Buyer of any delivery of Goods, the Buyer shall inspect the same and immediately notify the Seller of any defects in the Goods. Failure to so notify the Seller in writing of any defects within forty-five (45) days of receipt shall constitute conclusive proof that the Goods were received without defects.
7. Unless Seller is responsible for shipping as provided in the Order, title to and risk of loss shall pass to the Buyer on Seller’s placing the same in the custody of a carrier for shipment to Buyer. Passing of title upon such delivery shall not constitute acceptance of the Goods. The parties will fully cooperate with each other in prosecuting claims for damage to Goods during shipment.
8. Seller will use its best efforts to meet mutually agreed upon delivery dates. If deliveries are not timely the Buyer shall give Seller notice of such failure and allow Seller a reasonable time to make the delivery (Seller will be allowed at least fourteen (14) days to make the delivery).
Seller shall hold Buyer
harmless against liability and direct (not consequential) costs resulting from
10. Buyer shall not assign any right or interest in this document or any quotation without the written consent of the Seller.
11. If any part of this document, or any order thereunder, is void, voidable, invalid, or unenforceable, for any reason, the document or order shall then be considered divisible as to such part with the remainder of the document or order remaining as valid and binding as though such part were not included in the document.
12. The Seller shall not be liable to Buyer for failure to perform its obligations under any order for Goods due to fire, flood, strikes, or other industrial disturbances, accidents, war, riot, insurrection, or other causes beyond the reasonable control of Seller.
13. In addition to all other available remedies, Seller may terminate Buyer’s orders or deliveries upon any default by the Buyer of the provisions of this document. Any such termination shall be without prejudice to the accrued rights of Seller. All rights and remedies of Seller are cumulative.
14. This document and the sale of Goods by Seller to Buyer shall be construed and enforced under the laws of the Commonwealth of Massachusetts and the parties hereto agree that the Courts of the Commonwealth and the United States Federal District Court, located in Hampden County, Massachusetts, shall have exclusive jurisdiction of all legal actions concerning any dispute or claim arising hereunder.