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This order, which includes supplementary sheets, schedules, annexes and attachments appended to this document by the Buyer, contains the complete and total agreement between the parties with respect to the subject of this order, when it is accepted by acknowledging or initiating compliance. It supersedes any other communication, statement or agreement, whether verbal or in writing. The order can only be accepted based on all the terms and conditions expressed here. Additional or different terms proposed by vendor will not apply, except if accepted in writing by an authorized Buyer employee and incorporated as part of this order. No acceptance by the Buyer or any payment for goods ordered under this document shall be considered as an exemption from the foregoing or as an acceptance of any of the additional or different terms contained in an acknowledgment, invoice or other form sent or delivered by the Vendor to the Buyer.
The delivery time as stipulated in this document is crucial. If for any reason the vendor does not complete the delivery of all the goods covered by this order within the time stipulated in this document, WaooMart will not be responsible for if the Buyer may, at its sole discretion, approve the revised delivery schedule, reduce the total quantity of goods covered for this order in the amount of the skipped shipments, reduce the price on a pro-rata basis or cancel this order regarding the listed items that have not yet been shipped or the services that have not yet been provided and purchase items or substitute services elsewhere and charge the Vendor for any losses incurred, without incurring any liability for such a revision, reduction or cancellation.
The Buyer will have the right to make, from time to time, changes with respect to packaging, testing, destination, specifications, designs, quantity and delivery schedule of the goods covered by this order. WaooMart will immediately notify Buyer when such changes affect price or other terms and request Buyer written authorization to modify this order accordingly. Claims for adjustments in accordance with this clause must be made within thirty (30) days after the date of receipt of the notification of the changes.
The price of the goods covered by any order will be as stipulated in this document and will not be subject to increases without the prior written consent of the Buyer. Regardless of the aforementioned, the vendor accepts that the price of these goods will not be less favorable than that offered to any other customer of the Vendor for the same or similar goods in equal quantities and that if the price of those goods is the same or similar reduced before delivery of the goods in question, the price stipulated in this document will be reduced accordingly. Unless otherwise stated in this document, the price of the goods covered by this order will include all additional charges, including charges for packaging, containers, insurance, and transportation.
The Vendor expressly warrants that all merchandise or services provided in accordance with this order:
(i) will be brand new and will contain brand new components and parts,
(ii) will be marketable,
(iii) will be free from defects in material, hand of workmanship and packaging,
(iv) will be adequate and sufficient for their potential purpose,
(v) will confirm to all applicable specifications and appropriate standards,
(vi) will be equivalent in materials, quality, finish, workmanship, performance and design to any samples sent to and approved by Buyer and
(vii) produced in compliance with all federal, state and local laws, ordinances, rules and regulations. The Vendor further warrants that he has guaranteed ownership of the goods and that he is the owner of all patents, trademarks, trade names, trade dress, copyrights, trade secrets and other proprietary rights (apart from the property rights that belong to the Buyer) that the Vendor uses in connection with the goods and services or that has been duly authorized by the owner of those property rights. Vendor shall hold Buyer harmless and release Buyer from liability for all damages arising from any breach of these warranties.
All goods covered by this order will be subject to inspection and acceptance by the Buyer at its plant or at any other location reasonably designated by the Buyer. The Buyer expressly reserves the right, without any liability within this document or otherwise, to refuse and refuse to accept goods covered by this order that do not conform in all respects to any of the Buyer's instructions contained herein or to the Buyer's specifications, diagrams, drawings and data. Neither the Buyer's payment nor his inspection of the goods covered by this order prior to their delivery to the Buyer's plant shall in any way exempt the Buyer's right to perform a final inspection and acceptance of the goods mentioned at his plant.
In the event that any of the goods delivered under this document are defective in material or workmanship or otherwise do not conform to the drawings, specifications, samples and / or other descriptions, those goods will be returned to the Vendor for credit or refund and will not be replaced or repaired by vendor unless there are written instructions from Buyer; Exceptions are, however, goods for which both the Buyer and the Vendor agree in writing that they will be repaired by the Buyer at the Vendor's expense. The inspection rights set forth herein are in addition to, and not limited to, any other rights and remedies; If the Buyer does not exercise his right to reject any merchandise, this will not imply or be in any way cause for the exemption of any of the aforementioned rights or remedies. All merchandise that is returned to the Vendor for credit or a refund and that is not repaired by the Vendor, in compliance with written instructions, will be destroyed and will not be resold or made available to any third party. If the Buyer does not exercise his right to reject any merchandise, this will not imply or be in any way cause for the exemption of any of the aforementioned rights or remedies.
Except as otherwise provided in this document, net invoices for merchandise purchased under this document will be paid within ninety (90) days after the invoice date or within ninety (90) days after the invoice date. acceptance of those goods, whichever is later. Payment for goods and / or services covered by this order will be made in the currency stipulated in this order. By reasonable notice to the Vendor, the Buyer may withhold and deduct from any part of the purchase price owed under this order all or any part of the damages, including consequential damages.
The discount period for cash payment will be computed from the date of acceptance of the goods purchased under this order or from the date of receipt of correct and adequate invoices with respect to those goods, whichever occurs later. The Buyer shall be deemed to have paid for the goods purchased under this order on the date the payment is mailed to the Vendor.
Any knowledge or information that the Seller has disclosed or may disclose in the future to the Buyer inherent in the placement and presentation of this order will not be considered, unless otherwise specifically agreed in writing with the Buyer, confidential or proprietary information and, accordingly, it will be acquired without any restriction (except for restrictions that may arise from a valid patent).
The Seller agrees that it will comply with all federal, state and local laws and regulations applicable to the goods, the sale and delivery of the goods or the performance of any work or service required by the order and the provisions that it requires and that is included herein shall be deemed to be incorporated herein by reference.
Buyer may cancel all or any part of this order at any time or times, for convenience, with prior written notice to Seller. The Seller will present its cancellation claim to the Buyer within seven (7) days after the effective date of cancellation. The provisions of this paragraph shall not limit or affect the Buyer's right to cancel this order for breach.
The Buyer may procure, on the terms and in the manner it deems appropriate, supplies and services similar to those canceled and the Seller shall be liable to the Buyer for any difference in cost for the supplies and similar services mentioned. Seller must provide Buyer with prior written notice of any cause of default that is beyond its control and not due to fault or negligence, within seven (7) days of its occurrence.
We hope that you have read and understood the vendor terms and conditions at WaooMart. For further queries, please contact us on our numbers.