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> Security Interest
Seller retains a security interest in all goods and materials
delivered hereunder and all proceeds and products thereof until
all amounts due or to become due hereunder have been paid. Any
repossession and removal of goods or materials shall be without
prejudice to any of Seller’s other remedies at law or in equity.
Buyer agrees, without further consideration, at any time to do or
cause to be done, executed and delivered all such further acts and
instruments (including without limitation financing statements
appropriate for filing) as Seller may reasonably request in order to
protect Seller’s security interest.
> Buyer’s Condition
These Terms and all shipments made hereunder shall be at
all times subject to the approval by Seller of Buyer’s financial
condition. If the financial condition of Buyer at any time becomes
unsatisfactory to Seller or if Buyer fails to make any payment when
due, in addition to any other rights Seller may have, Seller may
defer or decline to make any shipment or shipments hereunder
or may condition such shipment upon receipt of satisfactory
security or cash payments in advance. Seller reserves the right,
upon written notice to Buyer, to cancel any order made under
these Terms, without liability, in the event of any of the following:
insolvency of Buyer, the filing of a voluntary petition in bankruptcy
by Buyer, the filing of an involuntary petition to have Buyer declared
bankrupt, the appointment of a receiver or trustee for Buyer, the
execution by Buyer of an assignment for the benefit of creditors,
the discontinuance of business by Buyer or the sale by Buyer of the
bulk of its assets other than in the usual course of business.
> Cancellation and Returns
These Terms and any order made hereunder are not subject to
cancellation by Buyer and goods and materials delivered and
accepted hereunder are not subject to return or refund, except
upon (a) written approval of Seller and (b) the payment to Seller
of a fair and equitable cancellation or return charge based upon
every loss, cost or damage that Seller may suffer as a result plus
a reasonable allowance for profit.
> Assignment
These Terms and all contracts or orders governed by these
Terms shall be binding upon, and inure to the benefit of, Buyer
and Seller and their respective representatives, successors and
assigns. Notwithstanding the foregoing, Buyer shall not assign its
rights and obligations under these Terms, or any contract or order
governed by these Terms, without Seller’s prior written consent.
In the event of an assignment without Seller’s prior consent,
upon written notice to Buyer, Seller shall have the right to make
unilateral adjustments to the payment terms hereunder, including
without limitation, requiring cash in advance for deliveries or the
posting of additional security.
> Force Majeure
Seller shall not be responsible for any nonperformance or delay in
performance as a result of any cause beyond its control, including
without limitation, strikes, labor disputes, accidents, breakdowns,
inability to secure transportation or materials, fires, floods,
weather conditions, delays in transportation or the inability to
obtain, at reasonable prices, utilities, raw materials or operating
equipment and machinery.
> Applicable Law
All contracts governed by these terms and conditions shall be
governed by and construed according to the substantive laws
of the State of New Jersey. The United Nations Convention on
Contracts for the International Sale of Goods shall not apply to this
Contract. All disputes arising hereunder shall be resolved in a court
of competent jurisdiction in the State of New Jersey. Buyer hereby
consents to the jurisdiction of the state and federal courts sitting
in the State of New Jersey and waives any claim that a proceeding
brought in such courts has been brought in an inconvenient forum.
> Notices
Any notice, direction or other information required or permitted
to be given by either party under these Terms shall be deemed to
have been validly given if served to the party in writing via e-mail,
fax or via postal service.
> Severability / Headings
If any provision of these terms and conditions or any resulting
sales document are found by a court of competent jurisdiction to
be prohibited or unenforceable, it shall be ineffective only to the
extent of such prohibition or unenforceability, and such prohibition
or unenforceability shall not invalidate the balance of such
provision to the extent it is not prohibited or unenforceable, nor
shall it invalidate the other provisions hereof, all of which shall be
liberally construed in favor of Seller in order to effect the provisions
hereof. The paragraph headings hereof have been inserted for
the convenience of the parties and shall not be considered in the
interpretation or construction of these Terms.
Copyright © 2013 MLAS. All rights reserved.
Note: MLAS reserves the right to make specification changes to
its catalog products without notification. As a result of continual
improvements to the design of our products or manufacturing
techniques, purchasers may notice that items ordered and
received may differ from the description and / or photograph of
that product appearing on a website or in a catalog.
Terms & Conditions
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