Terms and Conditions of Sale
|A.||The Terms and Conditions of this Order Confirmation/Sales Contract constitute the Sales Contract between Globex International, Inc. as Seller and Buyer. These Terms and Conditions govern the sale of the product from Seller to Buyer regardless of any conflict with any other document. The Sales Contract cannot be varied except by means of a further written amendment of the Sales Contract executed by the parties. This Sales Contract constitutes the whole agreement between the parties and no other agreements, representations, or warranties concerning the product are binding on the parties.|
|B.||If your (Buyer’s) purchase order or any other correspondence, proposal, document or instrument contains terms or conditions contrary to or in addition to the other terms and conditions contained herein, fulfillment of any order by Globex International Inc. (i) is not an acceptance of Buyer’s purchase order, (ii) will not be construed as assent to such contrary or additional terms and conditions, and (iii) will not constitute a waiver by Globex International Inc. of any of the terms and conditions contained herein. Acceptance of this Sales Contract will be made by the earlier of either: (1) Seller’s receipt of a copy of this Sales Contract signed by the Buyer or (2) the Buyer’s acceptance of delivery of the product described in the Sales Contract.|
|C.||Not later than 10 (ten) business days prior to the shipment of the product under this Sales Contract, Buyer shall provide to Seller shipping instructions with the name and address of consignee(s) as that information is to appear on the Ocean Bill of Lading, Veterinary Certificates, and other shipment documents.|
|D.||Any approval and/or certification of the product by the United States Department of Agriculture, Food and Drug Administration or any other similar foreign, federal, state or local government authority or agency shall constitute binding and conclusive proof that the product is fit and sound.|
|E.||If Buyer requests third-party Legalization or Certification documents, including but not limited to such documents from a Chamber of Commerce or Embassy, Seller shall not be responsible for any demurrage or other losses caused by any related delays.|
|F.||If requested by Buyer, the quality, quantity, weight, and temperature of the product shall be determined at the loading port by an internationally recognized surveying and/or inspection company and its determinations concerning the product shall be final and binding on Seller and Buyer, except in the case of fraud or manifest error.GLOBEX INTERNATIONAL INC. MAKES NO WARRANTIES HEREIN, WHETHER EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) AND ALL SUCH WARRANTIES, BE THEY EXPRESS OR IMPLIED, ARE SPECIFICALLY DISCLAIMED AND WAIVED. THE PARTIES EXPRESSLY AGREE THAT ANY STATEMENTS BY THE USDA, FDA, OR OTHER USA OR FOREING GOVERNMENT AGENCIES CONTAINED IN ANY EXPORT CERTIFICATION DOCUMENTS PROVIDED BY GLOBEX INTERNATIONAL INC. OR ANY UNDERLYING SUPPLIER OF PORDUCT DO NOT CONSITUTE WARRANTIES OF GLOBEX INTERNATIONAL, INC., WHETHER EXPRESS OR IMPLIED.
Furthermore, Seller makes no representation that any of the products subject to this Sales Contract meet any special quality assurance specifications or other requirements.
|G.||All payments by Buyer to Seller under this Sales Contract are non-refundable and shall be forfeited should Buyer fail to make any subsequent payment(s) due under this Sales Contract. Buyer shall not be entitled to set off any amount payable to Seller under this Sales Contract against any amount due from Seller to Buyer under any other contract between Buyer and Seller. Buyer shall not be entitled to withhold payment of any amount owing to Seller under this Sales Contract because of any claim by Buyer in respect of any alleged breach of this Sales Contract or any other contract.|
|H.||The shipment period (Estimated Shipment Date) in the Sales Contract is an estimated period only. Seller does not represent or guarantee shipment within the shipment period. Unless otherwise specified, Seller reserves the right to ship all or any part of the product in separate lots.|
|I.||Unless otherwise specified herein, Seller undertakes to deliver the product in accordance with the Sale Terms set forth on Page 1 of this Sales Contract. In accordance with those Sale Terms, all risk of loss, damage and/or further expenses pass to the Buyer upon Seller tender of delivery to the carrier.|
|J.||In the event Buyer fails to comply with the Terms and Conditions of this Sales Contract, whether or not that failure is material, Seller shall be entitled to terminate this Sales Contract without any remaining obligation to Buyer, and Buyer shall forfeit all payments by Buyer to Seller under this Sales Contract without recourse to Seller whatsoever. Seller’s failure to insist upon performance by Buyer of any of the Terms and Conditions of this Sales Contract, Seller’s failure to exercise any right or privilege under this Sales Contract, and Seller’s waiver of any breach by Buyer under this Sales Contract, shall not constitute a waiver of any other terms, conditions, rights, privileges, or breaches.|
|K.||Buyer’s rights and Seller’s obligations under this Sales Contract shall not be assigned, delegated, or transferred without prior written consent of the other party.|
|L.||Buyer shall notify Seller in writing of any claim relating to the product within 48 hours of the arrival of the product at the destination port. Any claim made later than 48 hours after the arrival of the product at the destination port shall be invalid and will not be accepted by Seller. If Buyer makes a timely claim to Seller relating to the product, Buyer shall keep the product intact under proper care and afford Seller the opportunity to inspect the product before it is further handled or processed. Seller may at its option order a survey of the product by an internationally recognized surveyor (e.g., SGS), and Buyer shall facilitate that inspection.|
|M.||Buyer shall have no right, on account of any breach of any obligation under this Sales Contract, to claim or recover from the Seller any indirect or consequential damages whatsoever, including but not limited to loss of business, lost profits, business interruption, other pecuniary losses, and other incidental, economic, special, punitive or exemplary damages.|
|N.||Notwithstanding any other provision hereof, the performance of Seller shall be excused by reason of “force majeure.” For the purposes of the Sales Contract, “force majeure” is defined as any one or more of the following: tariff and non-tariff trade barriers, restriction, embargo or conditions imposed by the United States or any other governmental body, strikes, work stoppages, lockouts, Act of God, acts of the state or the public enemy, including but not limited to war, acts of nations, acts of governments, acts of independent states, terroristic acts, riots, rebellion, civil disorder or insurrection, animal or health or safety issues, or disruption or interference with trade, marine disaster, fire, accident, or other circumstances or cause beyond the control of the Seller.|
|O.||The Vienna Convention on Contracts for the International Sale of Goods shall not apply. This Sales Contract shall be governed by the laws of the State of New York including the Uniform Commercial Code as enacted in New York without regard to conflict-of-laws rules. The United States District Court for the Southern District of New York shall have exclusive jurisdiction to decide any controversy or claim arising out of or relating to this contract, and each party irrevocably submits to the personal jurisdiction of that court for such purpose. In the event the Federal subject matter jurisdiction is lacking, then the Supreme Court of the State of New York for New York County shall alternatively have exclusive jurisdiction to decide any controversy or claim arising out of or relating to this Sales Contract and each party irrevocably submits to the personal jurisdiction of that court for such purpose. The prevailing party shall be entitled to recover reasonable attorney’s fees incurred by it. Any such claim or suit must be commenced within one (1) year from the date the cause of action accrued.|
|P.||Sales Contract and any documents included/incorporated by reference shall constitute the full and entire agreement between the Buyer and Seller unless specifically amended and/or modified in writing and signed by Buyer and Seller. Any notices and/or communications required under this Sales Contract shall be in writing and sent to the Buyer or Seller at their respective addresses as specified herein by (1) personal delivery; (2) email; (3) telefax; (4) registered or certified mail; or (5) overnight courier service. Notice shall be deemed given upon earliest receipt by any of the methods specified herein. Each of the rights and remedies reserved unto Seller herein by the Sales Contract is cumulative and in addition to any other or further rights and remedies available under law, equity or this Sales Contract. Globex International Inc.’s failure to insist upon the Buyer’s performance of any of the Terms and Conditions of this Sales Contract, its failure to exercise any right or privilege granted hereunder, or its waiver of any breach of this Sales Contract does not thereafter waive any other terms, conditions, privileges or breach(es), whether of the same or similar type. Any waiver is effective only when in writing and signed by Globex International Inc. Whenever possible, each Term and/or Condition of this Sales Contract shall be interpreted in such a way so as to be effective and valid under applicable law. Should any Term or Condition hereof be invalidated and/or rendered ineffective under applicable law, said Term and/or Condition will be ineffective only to the extent of such invalidity, without affecting invalidating or rendering ineffective the remaining Terms and Conditions of this Sales Contract.|
© 2013, Globex International Inc.