General Terms & Conditions
These Terms and Conditions (the “Conditions”) bind WWOO Concrete Outdoor Kitchens, LLC, a California limited liability company (“Seller”) and its customer (“Buyer”) regarding the sale and purchase of Seller goods (“Goods”), and supersede all prior agreements, proposals and discussions among the parties with respect to the purchase and sale of such Goods other than a written agreement signed by both parties. Any additional, inconsistent or different terms or conditions contained in a Buyer’s purchase order or other documents submitted to Seller by or on behalf of Buyer at any time, whether before or after the date hereof, shall be deemed a material alteration and not a rejection of these terms and conditions, and are hereby expressly rejected by Seller. These Conditions shall be deemed accepted by Buyer without any such additional, inconsistent or different terms and conditions, except to the extent expressly accepted by Seller in a writing signed by Seller.
1. Acceptance of Orders.
1.1 All orders are subject to acceptance by Seller at Seller’s designated locations. Sales representatives have authority to transmit orders, but are not authorized to accept orders or otherwise bind Seller in any way.
1.2 Seller reserves the right to withdraw Goods from sale and modify these Conditions without prior notice.
1.3 Orders that contain terms which conflict with these Conditions shall be considered rejected without further notice to the originator.
1.4 In the event of a shortage of Goods, Seller reserves the right to allocate available Goods among customers in its own discretion.
2. Title, Shipment and Risk of Loss.
2.1 Unless otherwise agreed, all sales are FOB Seller’s shipping point, and title and risk of loss or damage transfers to Buyer at that point.
2.2 Carriers are chosen by Seller.
2.3 Goods may not be returned to Seller without express written consent of Seller.
2.4 Any delivery period specified by Seller is based on the time of concluding the agreement and prevailing circumstances and, to the extent depending on performance of third parties, on the information provided by those third parties; provided, however, any such delivery period and / or implementation period is not a deadline and Seller shall not be liable for any delays
3. Prices and Payment Terms.
3.1 Prices quoted are for the Goods described for one order and one billing.
3.2 Prices applicable are those in effect at the time of acceptance of the order.
3.3 Taxes (except Seller’s income tax), special handling, shipping charges, insurance, and other similar charges are additional and paid by Buyer.
3.4 Unless otherwise agreed, 50% payment due prior to production. Remaining 50% payment is due seven days prior to dispatch. All the above to be paid in U.S. dollars in immediately available funds, without set off or deduction. 3.5 Delinquent payments shall be subject to post maturity charges of one and one-half percent per month or the highest rate permitted by law at the point of delivery.
3.6 A delinquent Buyer shall pay Seller’s reasonable costs of collection, including attorney’s fees and court costs. Seller may increase prices at any time without prior notice. In the event of a price decline, Seller shall have no liability or obligation to refund any portion of payment resulting from prior sales.
4. Warranty and Limitation of Liability.
4.1 Representations regarding the composition and performance of the Goods are believed reliable, but SELLER MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING SUCH INFORMATION OR GOODS EXCEPT THAT SELLER WARRANTS THAT IT HAS GOOD TITLE TO THE GOODS AND THE GOODS WILL CONFORM TO THEN CURRENT SPECIFICATIONS AT THE TIME OF SHIPMENT. SELLER EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 4.2 Any samples, drawings, pictures or models shown to, or otherwise viewed by, Buyer are only indications of the respective products and are not intended to provide any representation of the final Goods.
4.3 Seller’s liability for breach of the above warranty, whether at law, in tort or in contract, shall not exceed the cost to Buyer of the defective Goods.
4.4 IN NO EVENT WILL SELLER BE LIABLE TO BUYER FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SAME.
5.1 Claims made against Seller in connection with defective Goods must be made in writing within thirty (30) days of the date of delivery or they are waived by Buyer and will not be considered by Seller.
5.2 Claims for short shipments must be made within ten (10) days of delivery or they are waived.
5.3 Buyer’s sole remedy for defective Goods shall be in accordance with applicable Seller policies.
5.4 Defective Goods are subject to inspection and review by Seller prior to adjustment of the claim.
5.5 ANY LEGAL ACTION AGAINST SELLER IN CONNECTION WITH THE SALE OF GOODS, INCLUDING BUT NOT LIMITED TO QUANTITY, PRICES, PRODUCT PERFORMANCE, OR BREACH OF WARRANTY, UNDER ANY THEORY, MUST BE COMMENCED WITHIN SIX (6) MONTHS OF THE DATE OF INVOICE. THEREAFTER, SUCH SUITS ARE BARRED, OTHER STATUTES OF LIMITATIONS NOTWITHSTANDING. Buyer agrees to this limitation of actions by placing an order with Seller.
6. Force Majeure.
6.1 Seller’s performance under any order accepted pursuant to these Conditions shall be excused in the event of fire, explosion, flood, severe weather, accident, strike, governmental act, embargo, shortages of raw materials or fuel, computer system failure, war or military action, riot, civil disturbance or any other event beyond the control of Seller or which materially affects the economic basis of the bargain (“force majeure”). 6.2 Seller’s performance in the event of a force majeure shall be excused for so long as the cause continues, without liability. If the force majeure shall continue unabated for ninety (90) consecutive days, Seller may, at its option, cancel any order so affected without liability.
7. Intellectual Property.
7.1 Buyer agrees that no right, title, or interest in any intellectual property is transferred by this sale of Goods from Seller.
8.1 Orders accepted by Seller may not be assigned or otherwise transferred by Buyer without the prior written consent of Seller, which may be withheld in Seller’s sole discretion.
8.2 Any attempt to so assign or transfer shall not relieve Buyer of its obligation to accept and pay for Goods which it ordered.
9. Entire Agreement.
9.1These Conditions supersede all prior inconsistent undertakings by Seller and/or Buyer, written or oral.
9.2 Orders placed through electronic means are subject to these terms in addition to any other agreements concerning electronic procedures, and if there are inconsistencies between such other agreements and these Conditions, the terms hereof shall control.
10. Governing Law; Consent to Jurisdiction and Venue.
10.1 These Conditions shall be governed by the laws of the State of California, and the courts of California shall have exclusive jurisdiction without reference to the choice of law, conflicts of law, or principles of any other state or country which might otherwise be applied. BUYER HEREBY CONSENTS TO JURISDICTION, PERSONAL AND OTHERWISE, OF SUCH COURTS, AND HEREBY WAIVES ANY OBJECTIONS OF ANY NATURE TO VENUE IN
11.1 These Conditions shall be binding on and inure to the benefit of the respective successors and permitted assigns of the parties; provided, however, that Buyer shall not assign its rights or obligations under the Conditions without Seller’s prior written consent.
11.2 No waiver of any provision of these Conditions by Seller shall be valid unless the same is in writing and signed by Seller.
11.3 Seller reserves the right to unilaterally modify or amend any portion of these Conditions at any time without prior notice.
11.4 The current version of these Conditions and any modifications or amendments supersede all prior versions of these Conditions. The most current version of these Conditions may be found at Seller’s website (www.wwoo.nl/us/) and is otherwise available upon request.
These Conditions are updated as of June 6, 2017.