- Terms of Service
Terms of Service
Buyer hereby agrees to purchase pursuant to the following terms and conditions, the goods referred to hereof, for which Buyer shall pay to Mercommbe, Inc. (“Seller”) the indicated purchase price:
All accounts shall be paid to Seller’s office in Elk Grove Village, Illinois, within thirty (30) days after the goods are invoiced. A late charge equal to the 1-½% per month or the maximum permissible rate will be added to all past due accounts. Accounts will be considered past due if payment is not received 30 days after date of invoice.
Buyer shall be liable for delays in shipment or default in delivery for any cause beyond Seller’s reasonable control, including, but not limited to, (a) any government action, war, riots, embargoes, or marshal laws, (b) Seller’s inability to obtain necessary materials from its usual sources of supply, (c) shortage of labor, raw materials, production and transportation facilities or other delays in transit, (d) fire, flood or other casualty, or (e) other contingencies of manufacture or shipment. In the event of any delay in Seller’s performance due in whole or in part to any cause beyond Seller’s reasonable control, Seller shall have such additional time for performance as may be reasonably necessary under the circumstances. Acceptance by Buyer of any goods shall constitute a waiver by Buyer of any claims for damage on account of any delays in delivery of such goods.
All taxes of any nature whatsoever now or hereafter levied by governmental authority, whether federal, state or local, either directly or indirectly, upon the sale or transportation of any goods, hereby shall be paid in full by Buyer.
Any shipments returned to Seller as a result of Buyer’s failure to accept delivery will require Buyer to pay all additional costs incurred by Seller.
All goods sold herein are sold “as is”. Seller makes no warranty or representations with respect to any goods sold hereunder, either express or implied, as to the condition of the goods, or accessories thereto, as to its merchantability or fitness for any particular purpose, or as to any patent or latent defects in material workmanship or otherwise, and no such defect or unfitness shall in any way affect the obligation of the Buyer to comply with the terms hereof. The entire risk as to the quality and performance of the goods is with Buyer. All warranties, if any, applicable to the goods by manufacturers, or a party other than Seller, are the warranties of the manufacturer or such other party, and Seller shall not be liable for performance of any such warranties. Seller shall not be liable for incidental or consequential losses, damages or expenses, directly or indirectly arising from the sale, handling or use of the goods, or from any other causes relating thereto. Any claim by Buyer with reference to the goods sold hereunder for any cause shall be deemed waived by Buyer unless submitted to Seller in writing within thirty (30) days from the date Buyer discovered, or should have discovered, any claimed breach.
Seller reserves the right to require payment for any shipment hereunder in advance, or satisfactory security, if the financial performance or credit of Buyer is not satisfactory to Seller. This security may include, but is not limited to, execution by Buyer of a Promissory Note, security agreement, financial statement and/or personal guarantee. If Buyer fails to make payment in accordance with the terms of this Agreement, or otherwise fails to comply with any provision hereof, Seller may, at its option (and in addition to other remedies), cancel any unshipped portion of its order. Buyer will remain liable for all unpaid accounts.
Goods cannot be returned, and orders once accepted, cannot be canceled, without Seller’s prior written consent. All goods returned must be in the same condition as when shipped. Buyer shall be responsible for all transportation charges on any shipped goods. In no event will special order goods be accepted for return. A restocking fee shall be deducted from all credits at the sole discretion of seller to cover cost of handling.
Waiver by Seller of any breach of these terms and conditions shall not be construed as a waiver of any other breach, and failure to exercise any rights arising from any default hereunder shall not be deemed a waiver of those rights to be exercised at any subsequent time.
In the event any one or more of these terms are held invalid, illegal or unenforceable, such provision or provisions shall be severed and the remaining terms and conditions shall remain binding and effective.
Buyer assumes all responsibility for, and risk of loss of, or damage to, the goods upon delivery to the carrier, notwithstanding the fact that Seller may have selected the carrier.
This instrument shall constitute the complete and final agreement between Seller and Buyer with respect to any order covered hereby, unless written notice of objection to any of the terms, conditions or provisions of this instrument, including inconsistencies between a purchase order and this instrument, is given by Buyer to Seller promptly, or in any event, prior to acceptance of delivery of the goods received hereby. No change in any of the terms, conditions or provisions of this instrument, and no other terms, conditions, or provisions shall be binding upon Seller unless specifically accepted by Seller by writing. Seller’s responsibilities are made conditional upon Buyer’s acceptance of the terms and conditions of this instrument.
Seller reserves the right to alter or vary the terms and specifications set forth within the order if necessary for technical reasons. Under such circumstances, Seller shall inform the Buyer. If Buyer does not object in writing to any changes in ten (10) days following notification, Buyer shall be deemed to have approved such change. If Buyer objects to the change, Seller shall have the right to terminate its contract without liability to Buyer.
Title to and right of possession to the goods sold hereunder remain in Seller until payment of the purchase price in full; if payment is delayed, Buyer shall execute and deliver to Seller further security agreements or other documents which Seller may require to comply with applicable filing and recording laws. Buyer hereby authorizes Seller, or its assignee, where permitted by applicable local law, to sign and file perfecting documents in order to perfect the security interest of Seller hereunder.
In the event of Buyer’s breach of any of the terms hereunder, Seller may commence legal action against Buyer for recovery of the amount due hereunder, including Seller’s reasonable costs of collection, including attorney’s fees, court costs and interest. This transaction shall be governed by and construed in accordance with the laws of the State of Illinois, and venue and jurisdiction of any dispute shall be in Cook County, Illinois.