Please note that your order is subject to the terms and conditions set forth below in this sales contract (the “Contract”). This Contract constitutes all of the terms of agreement and is binding between you, the “Buyer,” and Nutritional Supplement Manufacturers, Inc., the “Seller” with respect to your order for the manufacture and packaging of raw materials (supplied as agreed either by the Seller or Buyer, the “Goods”) that Buyer places with Seller pursuant to the purchase order submitted by Buyer and accepted by Seller (the “Order”) identified above. No additional or different terms stated orally or in any other document other than the Order are agreed to or binding on Buyer or Seller. Buyer and Seller agree to accept and be bound by the Order and the terms and conditions set out below. The Buyer’s signature below evidences acceptance of this Contract and the Order, by tendering full payment or a deposit payment, buyer further indicates acceptance and agreement to this Contract.
1. Price and Payment
Prices for the Goods are as stated on the face of the Order. All prices are EX Works Seller’s warehouse and do not include any cost for freight. Any costs or charges for freight, insurance or any applicable sales, use, transfer, excise or other taxes, tariffs or custom duties, shall be the responsibility of Buyer. Increases in material costs before completion of the Order may be invoiced to Buyer. Final payment must be received within the payment terms specified in the accepted Order. All Orders are to be paid in full when production of the Order is complete and are not contingent upon label completion. If Seller is printing labels for the order, Seller will see that the label production will coincide with Goods production. If payment in full of an invoice is not made by or before the due date, Buyer agrees to pay interest on any unpaid amount at a rate of 1.5% per month or 18% per annum from the due date until the invoice and all interest associated therewith is paid in full, and shall pay for all Seller’s costs of collection including reasonable attorney’s fees and court costs.
2. Delivery of Goods
Delivery terms for Goods purchased hereunder shall be EX Works Seller’s warehouse or other point designated by Seller (the “Shipping Point”) and Buyer’s designated carrier shall pick-up the Goods at the Shipping Point and all cost of shipping shall be borne by Buyer. Buyer has the option of electing to insure the Goods while the Goods are in the possession of a third-party carrier, the cost of such insurance will be borne by Buyer and such costs are in addition to the shipping costs. Title to the Goods purchased by Buyer and risk of loss of all Goods shall pass to Buyer upon delivery of the Goods to Buyer’s designated carrier or common carrier at the Shipping Point. Delivery dates set forth on the Order are subject to change and are predicated on conditions existing at the time. Seller does not guarantee any delivery dates and shall not be responsible for any loss or damage of any kind or nature whatsoever caused by any delay in delivery irrespective of the cause of such delay.
3. Inspection and Rejection
Buyer shall carefully inspect all Goods promptly upon the receipt. Any claim for overage or shortage must be presented to Seller, in writing, within three (3) business days of receipt of the Goods by Buyer. Any other claim for breach of the warranty stated in Paragraph 9 hereof, must be presented to SELLER in writing, within thirty (30) days after receipt of the Goods by Buyer. Failure to make a claim within the above specified periods shall constitute a waiver of any such claim. Claims must be accompanied by supporting documentary proof of such overage shortage or breach of warranty.