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The terms and conditions of sale as set forth below shall apply
to all sales and deliveries by The Royal China & Porcelain
Companies, Inc. (“RCPC”). No modification or additions to these
terms shall be binding upon RCPC. Placement of each order shall
be deemed acceptance of these terms and conditions with regard
to such order.
1. Invoices.
A fee of up to $7.50 per shipment will be added
to the invoice amount for all drop shipments. For reorders under
$150 Net, a $10.00 service charge will be added to the invoice
amount. All invoices are payable net thirty (30) days from the date
of invoice. Shipping point F.O.B. Moorestown, NJ. All amounts not
paid when due will bear interest at the rate of 1-1⁄2% per month.
RCPC reserves the right to withhold delivery on all future orders
and outstanding installments of merchandise on any partially
shipped order until an account is paid. No offsets against any
invoice are permitted without the written consent of an officer
of RCPC.
2. Pricing.
Unless otherwise expressly agreed in writing by
RCPC, all orders, including but not limited to back orders, will
be invoiced at the prices prevailing at time of shipment. RCPC
reserves the right to change prices at any time. Notwithstanding
the foregoing, any order for special import items will be invoiced
at the quoted price if shipment is made within one hundred and
eighty (180) days of placement of the order.
3. Filling of Orders.
Orders shall be deemed accepted when
RCPC either sends a written acceptance of such order or ships
any portion thereof. RCPC will use reasonable effort to fill orders
as merchandise is available. If merchandise is not in stock, RCPC
will attempt to notify Buyer of such fact and the expected date of
receipt of such merchandise. Such notice, however, is a courtesy
to Buyer and RCPC shall have no responsibility to so notify Buyer.
Unless an order or portion thereof is cancelled by Buyer, RCPC
will ship any portion not filled initially at such time as the
merchandise becomes available. RCPC shall have no liability
whatsoever for non-filling of orders, the order in which orders
are filled or the delay in filling any order. Buyer’s sole remedy
with regard to an order not timely filled shall be cancellation
of the order or the unshipped portion thereof in writing prior
to its shipment. In no event shall RCPC be liable for special or
consequential damages, including but not limited to loss of profits,
as a result of non-filling of orders, the order in which orders are
filled or delay in filling orders.
4. Shipping and Packing.
All orders will be shipped FOB
the carrier at the RCPC warehouse in Moorestown, New Jersey.
Buyer shall bear all costs and risks from the time of delivery to
the carrier. Buyer shall also bear any extra costs of RCPC caused
by delivery of goods to a consolidator, unless RCPC shall have
agreed in writing to a specific carrier or method of delivery,
all in its sole discretion. If the Buyer desires to change its carrier
of record, it must give RCPC at least thirty (30) days notice
by certified mail. All RCPC prices include the costs of standard
packing for normal transport conditions. An extra charge will
be made for any special packing required by Buyer or as a
result of Buyer’s requested means of transport.
5. Cancellation and Returns.
Orders may not be cancelled
after being placed except as agreed to in writing by an officer of
RCPC. Please note that RCPC does not generally permit the return
of merchandise and returned merchandise will not be accepted
at the RCPC warehouse without a return authorization label
furnished by RCPC. With regard to any permitted return, Buyer
must send such merchandise prepaid and fully insured (these fees
are not reimbursable). All returns are subject to a 15 percent
restocking charge.
6. Damaged Goods or Shortages.
Buyer shall be deemed
to have accepted the quantity and condition of the merchandise
as being in accordance with the order unless within sixty (60)
days of receipt of merchandise the Buyer gives written notice
to RCPC of any variance in quantity or condition. Buyer’s sole
remedy for any merchandise that is not of the ordered quantity
or condition shall be QA credit for the price of the merchandise.
RCPC will not recognize or be responsible for any special
handling charges or any special or consequential damages.
Buyer must place all claims for breakage, damage or loss in
transit with the carrier. At Buyer’s request, RCPC WILL ASSIST
Buyer in filing claims with United Parcel Service. All invoices
must be paid as due for merchandise shipped even if damaged
or lost in transit.
7. Representations and Warranties.
RCPC makes
no representations or warranties of any kind whatsoever with
regard to the merchandise, except that of merchantability. NO
REPRESENTATION AS TO FITNESS OF THE
MERCHANDISE FOR A SPECIFIED PURPOSE IS MADE.
Liability of RCPC for a breach of any representation or warranty
made herein shall be limited to the price paid to RCPC by Buyer for
the merchandise in question. In no event shall RCPC be liable for
special or consequential damages of any kind whatsoever.
8. Sales and Use Tax.
Unless Buyer informs RCPC otherwise
in writing, Buyer shall be deemed to represent and warrant that it is
purchasing the merchandise for resale and that, accordingly,
Buyer is not required to pay sales or use tax to RCPC on the
purchase. Buyer agrees to indemnify and hold RCPC harmless
against all liability, claims, suits, actions and expenses (including
but not limited to reasonable attorney’s fees) which may be
brought against RCPC by virtue of RCPC’s failure to collect
sales or use tax from Buyer.
9. Arbitration.
Any order shall be deemed governed by the
laws of the State of New Jersey for contracts fully performed
within such state. Any controversy or claim arising out of or
relating to an order shall be settled by arbitration held in New
York City in accordance with the rules of the American Arbitration
Association, and the judgment upon any award thereon may
be entered in any court having jurisdiction thereof.
10. Customers.
RCPC reserves the right to reject any order
or customer at any time for any reason whatsoever in its sole
discretion. RCPC also reserves the right in its sole discretion to
at any time demand payment for any order (whether previously
accepted or not) prior to, or simultaneously with shipment.
11. Assignability.
No order is assignable by buyer without
the consent of RCPC. RCPC reserves the right to assign any
amounts due from Buyer.
12. Amounts Owed.
Purchaser shall be liable for all costs
and expenses (including attorney’s fees) incurred by Seller in
connection with the collection of amounts owed by Purchaser.
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