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Ameri-Kart Terms & Conditions

(1) Agreements and Limitations.  The agreement (The “sales contract”) between the Seller and the Buyer with respect to the Sale of Goods (the “Goods”) and the Performance of Services incidental thereto, if any (the “Services”) described on the other side hereof shall consist of the Terms appearing hereon and on the other side hereof together with any additions or revisions of such Terms mutually agreed to in writing by the Seller and Buyer.  Seller objects to and shall not be bound by any additional or different Terms, whether printed or otherwise, in Buyer’s purchase order or in any other communication from Buyer to Seller unless specifically agreed to by Seller in writing.  In the event of any inconsistency between Terms of this agreement and any Terms suggested by Buyer, the Terms of this Sales Contract shall govern the transaction.  The Sales Contract shall be for the benefit of the Seller and Buyer and not for the benefit of any other person prior courses of dealing, trade usage and verbal agreements not reduced to a writing signed by Seller, to the extent they modify, add to, detract from, supplant or explain the sales Contract shall not be binding on Seller.
(2) Termination or Modification.  The sales contract may not be modified or terminated only upon Seller’s written consent, if all or part of the Sales Contract is terminated with Seller’s written consent, Buyer in the absence of contrary written agreement signed by Seller, shall pay termination charges based upon Expenses and Costs incurred in the production of the Goods or in the Performance of the Services to the date such termination is accepted by Seller including, but not limited to, expenses of disposing materials on hand or on order from Suppliers and the losses resulting from such disposition, plus a reasonable profit except that any Goods completed or Services performed on or prior to Seller’s acceptance of such termination shall be accepted and paid for in full by Buyer.  Stenographic and Clerical errors are subject to correction by Seller or upon Seller’s written consent.
(3) Price and Payment.  Prices appearing herein are subject to increase, based on the Seller’s prices in effect at the time of shipment, unless otherwise provided in the Sales Contract, price is F.O.B Seller’s point of shipment and the Terms of payment are Net 30 Days from the date of the invoice.  If the Sales Contract is for more than One Unit of Goods, the Goods may be shipped in a single lot or in several lots at the discretion of Seller, and each such shipment shall be paid for separately.  Seller may require Full or Partial Payment Guarantee in advance of shipment whenever, in its opinion the Financial Conditions of Buyer so warrants. 
(4) Risk of Loss.  The risk of loss of the Goods or any part thereof shall pass to the Buyer upon delivery of the Goods by Seller to the Carrier.
(5) Taxes.  Prices do not include taxes.  The Buyer shall pay Seller, in addition to the Price of the Goods and Services ordered, any applicable excise sales, use or other tax (however designated) imposed upon the sale, production, delivery or use of the goods ordered to the extent required or not forbidden by Law to be collected by Seller from the Buyer, whether or not so collected by Seller from the Buyer, whether or not so collected at the time of the Sale, unless valid Exemption Certificates acceptable to the appropriate Taxing Authorities are in the possession of the Seller before the date of invoice.
(6) Delivery.  Promises of delivery from stock are subject to prior sale.  Delivery dates are not guaranteed but are estimated on the basis of immediate receipt by Seller of all information to be furnished by Buyer in the absence of delays, direct or indirect, resulting from or contributed to by circumstances beyond Seller’s reasonable control, Seller shall in good faith endeavor to meet estimated delivery dates.  Seller shall not be liable to Buyer for any direct, incidental, consequential or special damages as a result of any delay caused or contributed to by circumstances beyond Seller’s reasonable control.  Seller may ship under or over the quantity ordered to the extent of Ten Percent (10%) of quantity ordered.  Quantities of small items may be determined by weight. Any claims for shortages must be made with 10 Days from the date of shipment.  Seller must be advised by Buyer at the time of any such claims to the method used by Buyer in computing the count of parts.
(7) Deductions and Refunds.  Deductions will not be honored unless covered by a Credit Memorandum.  Goods shipped to the Buyer may be returned at Buyer’s expense to Seller for credit only upon the Seller’s prior written consent and upon Terms specified by Seller.  A restocking and handling charge of Twenty Percent (20%) of the total invoice price excluding taxes of such returned Goods will be charged on each such return.  Buyer assumes all risk of loss for such returned Goods until actual receipt thereof by Seller, in no case shall specially made Goods or other Non-Standard Stock be returned to the Seller for credit.  Agents of Seller are not authorized to make allowances or adjustments with respect to Buyer’s accounts.
(8) Special Work.  All special work performed by Seller at Buyer’s request, including but not limited to, sketches, drawings, compositions, design work, and tooling modifications, shall be charged to Buyer at current hourly rates for such special work.
(9) Packing.  Unless otherwise provided in this Sales Contract, Seller will reasonably comply with Minimum Packing Standards for the method of transportation selected.  The cost of special packing, loading or bracing requested by Buyer will be paid for by Buyer.
(10) Tooling.  Seller shall retain title to and possession of all tools, dies, patterns, jigs and fixtures manufactured, modified or acquired by Seller to produce Goods for Buyer (“Special Equipment”) unless Buyer provides the special equipment and no modification thereof by Seller is required or performed.  Seller shall store and maintain special equipment for Buyer’s use, but Seller reserves the right to scrap or modify any special equipment of Seller if not used on Buyer’s repeat orders within TWO years.
(11) Inspection.  Buyer shall inspect the Goods immediately upon the receipt thereof, all claims for any alleged defect in Seller’s performance under this Sales Contract, capable of discovery upon reasonable inspection must be fully set forth in writing and received by Seller with FIVE (5) days of Buyer’s receipt of the Goods.  Failure to make any such claim within said FIVE day period shall constitute a Waiver of such claim and an irrevocable acceptance of the Goods by Buyer.
(12) Warranty Seller warrants to Buyer that all Goods sold to Buyer will conform to the description thereof on the face of the invoice covering the same and that from the Date of Shipment the Goods shall be commercially free from defects with respect to material and workmanship for a period of 90 Days.  This warranty shall be ineffective and shall not apply to Goods that have been subjected to misuse, neglect, accident damage, improper installation or maintenance or to Goods altered or repaired by anyone other than Seller or its Authorized Representative. If any Model or Sample was shown to Buyer, such Model or Sample was used merely to illustrate the general type and quality of the Goods and not to warrant that the Goods shipped would be of that type or nature.  No Agent, Employee, or Representative of the Seller has any authority to bind the Seller to any Representation, Affirmation or Warranty concerning the Goods and any such Representation, Affirmation or Warranty shall not be deemed a part of the basis of the Sales Contract and shall be unenforceable.  The foregoing Warranties are exclusive and in lieu of all other Warranties of Merchantability, fitness for purpose and of any other type, whether express or implied.  These Warranties shall not apply unless Buyer shall first give Seller prior written notice of the alleged defect and reasonable opportunity to investigate all claims for allegedly defective Goods,  upon Seller’s written instruction a sample only of allegedly defective Goods shall be returned to seller for its inspection and approval.  The basis of all claims for alleged defects in the Goods not discoverable upon reasonable inspection thereof pursuant to paragraph 11 thereof must be fully explained in writing and received by Seller within FIVE (5) days after Buyer learns or reasonably should have learned of the defect, otherwise such claim be deemed to have been waived by Buyer.
(13) Remedies and Limitation of Liability.  In the event Buyer claims Seller has breached any of its obligations under the Sales Contract, whether of warranty or otherwise, Seller may repair any defective Goods, request the Return of the Goods and tender to Buyer, at Seller’s option, a replacement shipment of Goods or the purchase price theretofore paid by Buyer,  seller shall tender a Refund of the purchase price at its option only upon receipt of the Goods by Seller  if Seller so request the Return of Goods, the Goods will be redelivered to Seller in accordance with Seller’s instructions and at Seller’s Expense.  The remedies contained in this and the preceding paragraph constitute the sole recourse of the Buyer against Seller for breach of any of Seller’s obligation under the Sales Contract, whether of warranty or otherwise.  In no event shall the Seller be liable for consequential damages nor shall Seller’s liability on any claim for any direct, incidental, consequential or special damages arising or connected with the Sales Contract or the manufacture, sale, delivery or use of the Goods exceed the purchase price of the Goods.  Seller shall not be liable for failure to perform its obligations under the Sales Contract resulting directly or indirectly from or contributed to by Acts of God, Acts of Buyer, Civil or Military Authority, priorities, fires, war, riot, delays in transportation, lack of or inability to obtain raw materials, components, labor, fuel, or supplies, or other circumstances beyond Seller’s reasonable control, whether similar or dissimilar to the foregoing.
(14) Liability for Injury to Person or Property: Indemnification.  (A) Buyer shall reimburse seller for any and all damage to seller’s property (except damage caused solely by the negligence of seller or its employees) which occurs in the course of or arises out of seller’s performance hereunder. (B) buyer shall defend, indemnify and hold harmless the seller, its successors, assigns and subsidiaries from and against any and all costs (including reasonable attorney’s fees), claims, demands and judgments, including those based upon the negligent design or manufacture of the goods by buyer, in connection with any actual or alleged claims asserted for loss, damage or injury to the person or property of any person, including without limitation, agents, servants, invitees and employees of seller and buyer, which occur in the course of or arise out of seller’s performance of the sales contract or the use of the goods sold hereunder.
(15) Patents.  Seller shall hold buyer harmless, to the extent herein provided against any rightful claim of any third person by way of infringement of any United States Letters Patent by such goods as are seller’s own manufacture, but if buyer furnishes specifications to seller, buyer shall hold seller harmless against any such infringement claims which arise out of compliance with such specifications. Seller’s agreement in this paragraph to hold buyer harmless shall not apply to any infringement consisting of the use of the foods manufactured by seller as a part of any combination with goods manufactured by buyer or others. In the event that any goods manufactured by seller are in any suit held to constitute infringement and their use enjoined, seller, if unable within a reasonable time to secure for buyer the right to continue using such goods either by suspension of the injunction, by securing for buyer a license, or otherwise, shall at its own expense, either replace such goods with non-infringing goods or modify such goods so that they become non-infringing, or accept the return or the enjoined goods and refund the purchase price theretofore paid by buyer except as provided in this paragraph. Seller makes no warranty that the goods will be delivered free of the rightful claim of any third person by way of infringement or the like and buyer’s remedies will be limited to those provide in this paragraph.
(16) Insurance.  If any part of this sales contract is to be performed by seller on premises owned, operated or controlled by buyer, buyers shall procure public liability and contractual liability insurance against the risks and liabilities assumed in paragraph 14 and upon request shall present to seller policies or certificates of insurance or other evidence of such insurance with liability limits reasonably satisfactory to seller provided, that the limits of liability or coverage in any such insurance shall not limit the risks and liabilities assumed by buyer in the preceding paragraph.
(17) Assignment and Delegation No right or interest in this sales contract shall be assigned by buyer without seller’s prior written consent and no delegation of any obligation, or the performance of any obligation, by buyer shall be made without seller’s prior written consent. Any attempted assignment or delegation shall be void and totally ineffective for all purposes unless made in conformity with this paragraph.
(18) Severability.  If any term, clause or provision contained in this sales contract is declared or held invalid by a court of competent jurisdiction such declaration or holding shall not affect the validity of any other term, clause or provision herein contained.
(19) Installation. Installation shall be by buyer unless otherwise specifically stated on the sales contract.
(20) Selection. Representation and Indemnification. Buyer represents that the goods sold hereunder are fit for their actual or intended use notwithstanding any advice or recommendation given by seller to buyer.  Buyer represents that the use and installation of the goods shall be made in compliance with all applicable government requirements.  Buyer will defend, indemnify and hold harmless the seller its successors, assigns and subsidiaries from and against all costs (including reasonable attorney’s fees), damages and liabilities resulting from actual or alleged claims asserted or any penalties proposed or assessed against seller for any alleged violation of any federal, state, or local law, rule, regulation or standard, by reason of or in connection with any use of the goods delivered hereunder.
(21) Governing Law and Limitations.  The formation and performance of the sales contract shall be governed by the laws of the state of the seller whenever a term defined by the Uniform Commercial Code as adopted in the state of the seller is used in the standard provisions, the definition contained in said Uniform Commercial Code is to control any action for breach of the sales contract or any representation or warranty contained herein must be commenced within one year after the cause of action has accrued.