The following Terms and Conditions shall apply to any order between Interface Inc. (Seller), and Buyer, unless overridden by written agreement.
- 1. ACCEPTANCE
- All orders and sales contracts are subject to acceptance or rejection by Interface and are not binding on Interface unless and until so accepted. Acceptance of an order by Interface constitutes a complete and binding contract governed by the terms and conditions of sale expressed herein and by the laws of the State of Arizona. Acceptance is at all time subject to availability for delivery of the goods covered by each order, and prices in effect at the time of shipment, unless otherwise agreed in a separate agreement signed by Buyer and Interface.
- 2. CANCELLATION
- In the event of cancellation, Buyer will pay promptly upon receipt of invoice from Interface:
(a) The full contract price for all products, which have been completed prior to receipt of notice of cancellation.
(b) All costs incurred by Interface in connection with the uncompleted portion of the order.
(c) Cancellation charges incurred by Interface on account of its purchasing commitments made to its Suppliers under the order.
- 3. PATENTS
- No license or other rights under any patents, copyrights or trademarks owned or controlled by Interface or under which Interface is licensed are granted to Buyer or implied by the sale of products or services hereunder. Buyer shall not identify as genuine products of Interface products purchased hereunder which Buyer has modified, or altered in any way nor shall Buyer use Interfaces trademarks to identify such products; provided, however, that Buyer may identify such products as utilizing, containing, or having been manufactured from genuine products of Interface as modified or altered by Buyer or Buyers representative. If products or services sold hereunder are manufactured or performed according to Buyers specifications, Buyer shall indemnify Interface against any liability for patent, copyright or trademark infringement on account of such manufacture or performance.
- 4. PRICES
- Unless otherwise stated, prices are subject to change without notice. No cash discounts or other discounts for prompt payment are offered unless specifically stated on the face thereof. The prices quoted are based upon the manufacture of the quantity and type ordered and are subject to revision when interruptions, engineering changes, or changes in quantity are caused or required by Buyer. Clerical errors made by Interface are subject to correction.
- 5. TAXES & OTHER CHARGES
- To the extent legally permissible, all present and future excise levies, taxes, or any similar charges imposed by any federal, state, foreign or local authority which Interface may be required to pay or collect, upon or with reference to the sale, purchase, transportation, use or consumption of products or services, including taxes measured by the receipts therefrom (except net income and franchise taxes), shall be for the account of Buyer.
- 6. DELIVERY
- All sales are F.O.B. Interface's Plant. Delivery dates are approximate and estimated, and are based on prompt receipt of all necessary information from Buyer. Interface may make partial shipments of any one or more items covered by the quotation or acknowledgment. Interface assumes no liability for loss, damage, or consequential damages due to delays.
- 7. TERMS OF PAYMENT
- All invoices are payable only in U.S. funds. Payment terms are net 30 days. Credit and delivery of products shall be subject to the approval of Interface to whom all bills are payable and who reserves the right to alter the terms and set a limit of credit. Each shipment shall be treated as a separate and independent contract; but if the Buyer fails to fulfill the terms of payment under this or any other contract, Interface at its option may defer further shipments, until payment have been made. Invoices that are not paid by the due date are subject to a late charge of 1.5% per month on the unpaid balance.
- 8. CONFIDENTIAL INFORMATION
- Selected software and hardware, drawings, diagrams, manuals, specifications, and other materials furnished by Interface relating to the use and service of products furnished hereunder, including any information which may be identified as proprietary to Interface. Such software and hardware, diagrams, manuals, drawings, specifications and other materials, have been developed at great expense and are considered to be trade secrets to Interface and Buyer may not reproduce them in any way without the express written permission of Interface except as needed to operate and maintain the equipment supplied by Interface.
- 9. DISPUTE RESOLUTION
- This Agreement and all transactions hereunder are governed by the laws of the State of Arizona.