B.A.K.E. Marketing Corporation
TERMS AND CONDITIONS OF SERVICE AND SALE
Buyer’s action in acceptance of all of the Terms and Conditions set forth by B.A.K.E. Marketing Corp. hereafter referred to as Seller. If any of the Buyer’s terms are in conflict with these Terms and Conditions of Sale, the terms of the Seller shall govern, unless Buyer’s terms are accepted in writing by Seller. No verbal agreement shall in any way modify the Terms and Conditions of Sale contained herein.
Unless otherwise specified, in writing, by the Seller, all prices are F.O.B. Dickson, TN. Buyer shall bear (or shall reimburse Seller for) all taxes and/or excises on other government charges or levies. Seller shall not be liable for delay in or failure of delivery where delivery has been made impossible by the occurrence of a contingency such as war, intervening government regulations, civil commotions, riot, disorder, strike, or other labor stoppage or difficulty, fire, flood, storm, accident, production failure, raw material shortage, transportation failure or Acts of God. Sellers count of goods shipped shall govern except in case of proven error.
In no event shall Seller be liable on any claim unless notice of the claim is received by Seller within sixty (60) days after delivery. Failure of Buyer to assert a claim within such time shall be deemed a waiver by the Buyer of all claims with respect to such products.
Terms are NET fifteen (15) days after shipment or invoice date, whichever is earlier. Interest shall be charged at the rate of 1 ½ % per month from the due date on all past due accounts. If, in the judgement of the Seller, the financial credit of the Buyer at any time does not justify continuance of production or shipment of the product(s) based on payment terms herein specified, the Seller may require full or partial payment prior to completion of production or shipment.
In addition to each and every term and condition herein which refers to some type of indemnity requirement of Buyer in favor of Seller, Buyer shall exculpate, defend indemnity and hjos harmless Seller from all losses, damages or liabilities resulting either directly or indirectly from acts or omissions of Buyer and shall also reimburse Seller for any costs and attorney fees incurred by Seller who at its election may also retain counsel of its own choice.
New equipment warranty is passed on to Buyer from manufacturer only. Reconditioned equipment is accompanied by a 30 day parts warranty. All "AS IS" equipment is sold with no warranty expressed or implied. No representative, dealer, distributor or any other person is authorized or permitted to make any other warranty or obligate B.A.K.E. Marketing Corp. to any liability no strictly in accordance with this policy. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING ANY OTHER WARRANTY OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND B.A.K.E. MARKETING CORP. DOES NOT HEREBY EXCLUDE AND SHALL NOT BE LIABLE TO PURCHASER FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES TO PROPERTY, DAMAGES DUE TO LOSS OF USE, LOSS OF TIME, LOSS OF PROFITS OR INCOME, RESULTING FROM ANY BREACH OF WARRANTY.
Waiver by Seller or Buyer of a breach of any condition shall not be construed as a waiver of that or any other condition.
The purchase shall be construed in accordance with and governed for all purposes by the laws and public policy of the State of Tennessee, applicable to contracts executed and to be performed wholly within such state.
The Seller’s invoice contains the entire agreement of the parties with respect to the purchase covered by the Terms and Conditions; supersedes all prior agreements and understandings between the parties with respect to such purchase; and may note be amended, supplemented, cancelled or discharged except by written instrument executed by party affected.
TITLE AND RIGHT OF POSSESSION
The title and right of possession of the product(s) herein specified shall remain with the Seller until all Payments have been fully made in cash to the Seller at its home office in Dickson, TN. It is understood and agreed that the above product(s) shall remain in the Seller’s personal property whatever the mode of its attachment to realty or otherwise fully paid for in cash. An express Materialman’s and Mechanic’s lien is hereby conveyed and granted to Seller upon the building of real property in which the above described personal property is to be erected for the purpose of securing payment of all sums becoming due under the contract; and the prosecution of any one remedy by Seller shall not be to the exclusion of any other remedy, but all rights and remedies of Seller are expressly retained, and are cumulative of each other. In the event Seller is compelled to bring action in court against Buyer to enforce any of the provisions of this agreement, Buyer agrees to pay Seller reasonable attorney fees and court costs in addition to all other sums due to Seller.
CHANGES OR CANCELLATIONS
Changes or cancellations without liability of this proposal after acceptance by the Buyer’s can be made only with Seller’s agreement in writing. In event of cancellation of manufacture of product(s) at the Buyer’s request the Buyer agrees as a cancellation charge, to reimburse the Seller promptly for all expenditures incurred in accordance with invoice to be rendered by the Seller.
Upon cancellation of order, after shipment, before uncrating, Buyer is liable for a re-stocking fee of not more than twenty percent (20%) provided: (i) written permission to return product(s) is obtained; (ii) equipment is returned to warehouse within sixty (60) days from date of shipment; (iii) initial delivery and return transportation charges have been paid in full.
The specifications, drawings, manufacturing data and other information transmitted between Seller and Buyer in connection with Seller’s quotation and any resulting sale are the property of the original party, and are disclosed in confidence on the condition that they are not to be reproduced, copied or used for any purpose detrimental to the interest of the other.
All equipment manufactured upon Buyer’s special written order shall be invoiced at the time of equipment’s arrival at Seller’s warehouse. Special orders are not subject to cancellation.