1. Exclusive Terms
All orders shall be administrated by the following terms and conditions: terms and conditions shall constitute the comprehensive agreement between the purchaser of the goods (herein called ‘Buyer’) and Wood Technology, Inc. (herein called ‘Seller’) and shall supersede all prior and concurrent oral and written statements of any kind whatsoever made by the parties and their representatives.
2. Online Sales
Seller accepts Visa, MasterCard, Discover and American Express. Orders will be verified via email shortly after receipt and are usually processed and shipped within 1-3 days. Shipping notification and tracking information will be provided via email after shipment. Buyers are required to notify Seller of any damages or shortages within 72 hours of receipt of goods. Goods may be returned for a refund (minus all shipping costs) within 30 days of delivery. Buyers must contact the Seller’s Customer Service Department at 800-231-9522 or 919-542-6300 for a Return Goods Authorization number. Goods must be returned complete in the original packaging and are subject to inspection upon return. Buyer may change a shipping address or cancel an order by contacting the Seller’s Customer Service Department at 800-231-9522. Changes and cancelled orders may be subject to applicable fees if they are already in transit.
3. Terms of Payment
We accept Visa, MasterCard, Discover and American Express and orders can also be processed CIA. For open accounts, terms are net thirty (30) days from date of Seller’s invoice for approved credit accounts except as otherwise provided. Any late payments may be subjected to a one and one half percent (1.5%) charge per month until past due balances are satisfied. Buyer is responsible for reasonable attorney’s fees and expenses made in connection with the collection of any past due balances. Special Order merchandise may not be returned and may require a deposit upon placement of order. Certain ordered items, at the Seller’s sole discretion and communicated to Buyer prior to submission of the order for such items, are not subject to cancellation by Buyer. Orders totaling less than $100 are subject to a surcharge of $10.
4. Acceptance
Buyers’ orders shall not constitute contracts of sale unless authorized by the Seller at its home office in Pittsboro, North Carolina. Seller’s acceptance of an order is expressly conditioned upon Buyer’s assent to the terms and conditions contained in this Agreement. Any other variances from the Buyer’s Purchase Order must be agreed upon and signed by authorized personnel at the Seller’s Home Office in Pittsboro, North Carolina. Buyer’s failure to notify Seller of any objection shall conclusively indicate Buyer’s assent to and acceptance of all terms and conditions herein. Buyer shall notify Seller in writing, as soon as practicable after receipt of Sellers acceptance of Buyer’s order, of any objection to the terms of this Agreement. Buyer expressly accepts the terms and conditions herein at the exact moment Seller begins processing a purchase order.
5. Prices
Seller has the right to change, without notice, any prices and/or specifications contained in its catalogs, website or any other communications that does not expressly prohibit such change. Buyer agrees to pay for all samples priced in excess of $10 as specified by seller in advance of shipment.
6. Taxes
Any applicable federal, state, local, government or other regulatory taxes or charges on the sale or shipment of the goods covered by this Agreement shall be added to the amounts invoiced by the Seller and subsequently paid by Buyer. Buyer agrees to hold Seller harmless from any and all applicable governmental and regulatory taxes or charges, whether or not invoiced by Seller to Buyer, including interest and penalties thereon, and any costs and expenses in connection thereupon.
7. Shipment, Freight and Delivery
Except as otherwise noted in advance, all prices are F.O.B. Seller’s shipping location. Shipment origination is solely at the discretion of the Seller.
8. Financial Responsibility
Shipments and deliveries are subject to approval of Seller’s Credit Department in Pittsboro, North Carolina. Seller may require payment in advance or a satisfactory security or guarantee that invoices will be promptly paid when due. Orders requiring shipment prior to credit approval orders require payment in advance. Buyer should submit a completed credit application with initial order to expedite credit approval. In addition to and without limiting Seller’s existing rights and remedies, Seller reserves the right to withhold further deliveries and/or terminate this or any other contract with Buyer if Buyer fails to comply with the terms of this or any other Agreement with Seller. Upon Seller’s termination of this Agreement, all unpaid amounts Buyer owes Seller shall become immediately due and payable.
9. Buyer’s Agreement to Defend
Buyer agrees to defend, protect, and deem Seller harmless against all suits at law or in equity and from all costs of such suits, reasonable legal fees, expenses, damages, claims, and demands arising out of or awarded in connection with any goods: (a) sold or supplied to Buyer by Seller that are not maintained and operated in accordance with Seller’s recommended procedures, or (b) sold or supplied to Buyer by Seller to meet Buyer’s specifications, requirements, or instructions.
10. Notice of Accident or Malfunction
Buyer shall notify Seller within thirty (30) days of any accident or alleged malfunction involving goods manufactured or sold by Seller. Buyer agrees to protect, defend, and save Seller harmless (as provided in paragraph 8), in the event that Buyer fails to give such notice to Seller and to so cooperate. Buyer agrees to provide reasonable support and cooperation to the Seller in the investigation of any accident or alleged malfunction of involving goods manufactured or sold by Seller.
11. Warranty
Except as otherwise provided by written agreement, Seller warrants for a period of one (1) year from the date of shipment that the goods supplied to Buyer shall be of good materials and workmanship. Seller further warrants for a period of one (1) year that the goods purchased by Buyer, when properly installed, used, and maintained, will be free from defects in workmanship and materials and will conform to the published specifications supplied by Seller. Seller makes no warranty with respect to the following: (a) materials not manufactured by Seller, the use of which is suggested by Seller’s general recommendations, application or installation procedures, or otherwise; (b) goods sold by Seller to Buyer for other than resale; and (c) all display items sold by Seller to Buyer. THE FOREGOING WARRANTIES ARE EXCLUSIVE, AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR WARRANTIES ARISING OUT OF COURSE OF DEALING OR CUSTOM OR TRADE. SELLER DOES NOT ASSUME, NOR AUTHORIZE ANY REPRESENTATIVE OR OTHER PERSON TO ASSUME FOR IT, ANY OBLIGATION OR LIABILITY OTHER THAN AS EXPRESSLY SET FORTH HEREIN.
12. Limitation of Remedies
Seller’s obligations under the above warranties (contained in Section 10) are conditioned upon Seller actually receiving notice from Buyer of the alleged defect within one (1) year from date of shipment by Seller and the allegedly defective goods revealing an actual defect upon examination by Seller. Seller shall not be liable for any labor or other expenses incurred by Buyer in the removal, repair, or replacement of the goods or any component part claimed to be defective, nor shall Seller be liable for any expenses incurred by the Buyer in order to remedy any defect. Seller shall not be liable for any consequential, special, or contingent damages or expenses, arising directly or indirectly from any defect in the goods, or from Buyers use or inability to use such goods. The discharge of Seller’s warranty obligation hereunder shall constitute fulfillment of all liabilities of Seller to Buyer, whether based on contract, negligence, or otherwise. The remedies set forth herein shall be the exclusive remedies available to the Buyer and in lieu of all other remedies, and the liability of Seller, whether in contract, in tort, warranty or otherwise, shall not exceed the price of the goods sold, supplied, or furnished by Seller. Any suit or action arising out of or relating to this Agreement or the breach thereof must be commenced within one (1) year after the cause of action has accrued. The foregoing shall not limit the time within which any suit or action must be brought to collect an amount agreed to be paid by Buyer or to enforce a judgment or to collect any amount awarded to Seller. The sole purpose of the stipulated exclusive remedy shall be to provide Buyer with a credit or replacement for, or repair of, defective parts in the manner provided herein. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as Seller is willing to credit Buyers account, repair, or replace the defective part(s) in the manner prescribed herein.
13. Shortages
Buyer must make claim for credit due to shortage within ten (10) days of the date of the shipment by Seller. Any shortage claim not made within this period is conclusively deemed waived by Buyer. Seller will research and advise buyer of findings agreeing to offer credit to buyer based on results.
14. Returns
Buyer must receive, at the Seller’s sole discretion, a Returned Goods Authorization (RGA) prior to returning any goods to Seller. Buyer must request an RGA within thirty (30) days of the date of the shipment by Seller for consideration of return. Seller will not issue an RGA for special order, non-stock, obsolete or made-to-measure goods. All goods returned to Seller must be in the original packaging and in resalable condition and must pass inspection before any credit is issued by Seller.
15. Handling Charges for Returns
Buyer is subject to a handling charge of no less than twenty dollars ($20.00) and no more than twenty percent (20%) of the sales price of the returned goods. Defective goods returned by Buyer to Seller, as verified by inspection, are not subject to a return handling charge.
16. Damages
Seller is not liable for any damages to goods sustained during shipment. Buyer is responsible for filing any damage claims with freight carriers and is subject to the rules of the freight carriers regarding the timing and processing of claims. SELLER WILL IN NO EVENT BE LIABLE TO BUYER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES, ARISING FROM ANY SOURCE, REGARDLESS OF THE NATURE OF THE CLAIM, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
17. Defaults or Delays
Seller shall not be liable for any default or delay in the production or delivery of all or any goods resulting either directly or indirectly from (a) accidents to, breakdowns, or mechanical failure of Seller’s plant, machinery, or equipment; strikes or other labor troubles; labor shortages; fire; flood; wars; acts of the public enemy, acts of God; delays of suppliers; delays in transportation or lack of transportation facilities; embargos; shortages of, or reductions in energy sources; priorities, allocations, limitations, restrictions, or other acts required or requested by Federal, state, or local governments, or any subdivision, bureau or agency thereof; or (b) any cause beyond the Seller’s control.
18. Governing Law
Both Buyer and Seller execute all orders with reference to the laws of the State of North Carolina and the rights of all parties and the construction and effort of every provision of this Agreement shall be subject to and construed according to the laws of the State of North Carolina, without giving effect to any conflicts of laws principles that would obtain a different result.
19. Binding Effect
The provisions of any order shall bind and inure to the benefits of Seller and Buyer and their respective successors and permitted assigns. However, neither this Agreement, nor any part thereof or right thereunder, may be assigned by Buyer without the prior written consent of Seller.
20. Waiver
The right of either party to require strict performance by the other party of any or all terms and conditions of this Agreement shall in no way be affected or impaired by prior waiver, forbearance, or course of dealing.
21. Interpretation
Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of the Agreement should be prohibited or invalid under appropriate law, that provision will be deemed deleted and the remaining provisions of the Agreement will remain in full force and effect. The subject headings of the sections of this Agreement are included for the purpose of convenience only and will not affect construction or interpretation of any of its provisions.