All sales by Johnston Paper Company are subject to the following conditions. The product or products being sold by Johnston Paper are referred to below as the “merchandise” and Johnston Paper is referred to as “Seller”. Any terms produced by “Buyer” which adds to, vary from, or conflict with the terms hereon shall be void.
Unless otherwise stated in Seller’s quotations, payment in full of the Price is due thirty (30) days after shipment at 2 Eagle Drive, P.O. Box 736 in Auburn, New York 13021, U.S.A., without discount. Buyer understands that the terms of this sale are as stated herein and will pay within these terms. Buyer shall be responsible for all costs of collection, including reasonable attorney’s fees and disbursements and costs for any third party collections. Past due amounts shall accrue interest at 24% per annum or the maximum permitted by law, whichever is less.
Unless otherwise agreed in writing, delivery will be F.O.B. destination point. Shipping dates are estimates only. Risk of loss passes to Buyer and Seller’s liability as to delivery ceases upon making delivery of products. In the absence of specific instructions from Buyer, Seller shall exercise its own discretion as to method of shipment.
TEMPORARY FUEL SURCHARGE
As the price of fuel rises, Johnston Paper will implement a temporary charge to offset the sustained high level of fuel costs which can significantly impact our cost to serve you. The management of Johnston Paper will review the price of fuel and adjust accordingly.
Unless otherwise provided in the quotation; Seller’s quoted price does not include any privilege, occupation, personal property, sales, excise, use or other taxes, and Buyer shall be liable for all such taxes whether invoiced by Seller initially or determined to be due thereafter.
If Seller is unable to secure and ship merchandise to Buyer on time due to circumstances beyond Seller’s control (such as but not exclusively, casualty, labor trouble or unavailability of supplies or transportation), the estimated delivery time will be extended accordingly, and the Seller will not be liable to Buyer for any damages caused by the delay.
In any instance where Buyer is legally entitled to cancel this Agreement, such cancellation must be by written notice to Seller and is subject to the following conditions:
- All work in process, and all materials and supplies ordered by Seller to fill all or part of a purchase order, as of the date of receipt of such notice by Seller shall, at Seller’s option, become property
of Buyer and must be paid for in full within Buyer’s account terms by Buyer on the basis of Seller’s cost which may include, without limitation, manufacturing, selling and general administrative expenses; and
- Buyer shall accept all releases under a blanket order scheduled for shipment within ninety (90) days from the date of cancellation. Buyer shall also be responsible for any price quantity differential.
RETURN OF MERCHANDISE
The merchandise shipped on this invoice has been carefully checked using the Seller’s triple check quality assurance process. Absolutely no shortage claims will be allowed after driver has left the Buyers facility. Returns are accepted only upon Seller’s written authorization accompanied by a “Return Material Authorization” number. No returns accepted after 30 days from date of invoice. Buyer shall pay Seller a handling charge equal to the greater of $25.00 or 15% of the original invoice price of merchandise returned.
INSTALLATION AND SERVICE
Unless otherwise agreed to by Seller, the sale does not include any installation or other service by Seller. If Buyer requests and Seller agrees to provide such service, Seller shall charge Buyer at Seller’s then-current standard service rate plus transportation, lodging and other expenses.
Seller shall have the right to make vendor or merchandise changes but shall make no change in operational or dimensional specifications submitted by Buyer without Buyer’s prior written approval.
Buyer will indemnify and hold harmless Seller as to any claims brought or damages suffered because of any claimed unfair competition or patent, trademark, or copyright infringement or any other claim resulting from Seller’s manufacture of the merchandise to Buyer’s specifications.
PERMITS AND COMPLIANCE
Seller is not responsible for obtaining any permits, inspections or licenses required for installation or operation of the merchandise. Seller makes no promise or representation that the merchandise will conform to any federal, state or local laws, ordinances, regulations, codes or standards.
Buyer shall install and operate the merchandise properly and according to the Seller’s operating instructions and will not remove or change any safety devices, warnings, or operating instructions placed on the merchandise by Seller.
If any part of the merchandise proves to be defective (as defined below) within one year after shipment, and if Buyer returns the merchandise to Seller within the year, Freight Prepaid Seller’s plant in Auburn, New York, then the Seller shall at Seller’s option, either repair or replace the defective part at Seller’s expense. For purposes hereof, a defective part is a part which is found by Seller to have been defective in materials or workmanship; if the defect material impairs the value of the merchandise to Buyer. Seller assigns to Buyer any warranties made to Seller by the manufacturer thereof. This paragraph sets forth Buyer’s sole and exclusive remedies to any defect in the merchandise.
EXCEPT AS PROVIDED ABOVE, SELLER MAKES NO WARRANTIES AS TO THE MERCHANDISE AND IN PARTICULAR, MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. SELLER SHALL HAVE NO LIABILITY TO BUYER FOR ANY NEGLIGENT DESIGN OR MANUFACTURE.
SELLER SHALL HAVE NO LIABILITY TO BUYER FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES DUE TO ANY DEFECT IN THE MERCHANDISE OR TO ANY OTHER BREACH BY SELLER. BUYER SHALL HAVE NO RIGHT OF REJECTION OR OF REVOCATION OF ACCEPTANCE OF THE MERCHANDISE.
Seller has all rights and remedies given to sellers by applicable law and Seller’s rights and remedies are cumulative and may be exercised from time to time. No waiver by Seller of any rights on one occasion will be a waiver of any future exercise of that right.
The agreement between Seller and Buyer shall be considered to have been made in the state of New York, and it shall be governed by and interpreted according to New York law. Without regard to conflict of law principles; any action arising out of or relating to this agreement shall be brought in the applicable federal or state court in Auburn, New York having jurisdiction of the subject matter and Buyer consents that any such court shall have personal jurisdiction over Buyer.
COMPLETE AGREEMENT; AMENDMENT
The information on the face of this document, these standard terms and any writing signed by Buyer and Seller relating to the subject matter hereof embodies the entire agreement between Buyer and Seller. Any change in this agreement must be in writing and signed by an officer of Seller and representative of Buyer.
2 Eagle Drive * Auburn, NY 13021 * 315.253.8435 fax 315.255.0078