August 20, 2019
SONOMA GRAPHICS STANDARD TERMS AND CONDITIONS
These terms and conditions are applicable to all orders regardless of order processing procedures. This contract of sale shall be governed by, subject to and construed according to the laws of the State of California without giving effect to conflict of laws provisions. Any dispute, claim or controversy arising out of, or related to, these terms and conditions shall have exclusive venue in the state and/or federal courts located in the State of California. Buyer hereby irrevocably consents to the personal jurisdiction of those courts for such purposes. If any of the provisions or portions of these terms and conditions are invalid under any applicable statute or rule of law, they are to that extent to be deemed omitted.
Buyer acknowledges that he has read and understands these terms and conditions and agrees to be bound by them and, further, agrees that it is the complete and exclusive statement of the agreement between the parties and supersedes all proposals, oral or written, and all other communication between the parties relating to the subject matter hereof. No waiver or breach of any provision of this order shall constitute a waiver or any other breach of such provision.
The terms and conditions set forth herein shall be deemed accepted by Buyer as expressly set forth if Buyer does not give written notifications to Sonoma Graphics within ten (10) days of its receipt hereof advising Sonoma Graphics of any objections hereto or if Buyer accepts, or pays for, a portion or all of the goods delivered hereunder. Any provisions or conditions of Buyer’s order which are in any way inconsistent with or in addition to these terms and conditions shall not be binding upon Sonoma Graphics and shall not be applicable, notwithstanding Sonoma Graphics’ acceptance of Buyer’s purchase order and/or delivery of products or services. If Sonoma Graphics receives from buyer a purchase order that is anyway inconsistent with or in addition to these terms and conditions, these terms and conditions shall be deemed a counteroffer to Buyer’s purchase order, which will be deemed accepted by Buyer if Buyer does not give written notification to Sonoma Graphics within ten (10) days after receipt hereof, advising Sonoma Graphics of any objections hereto or if Buyer accepts, or pays for, a portion or all of the goods delivered hereunder. No addition to or modification of any of the provisions in this agreement shall be binding upon Sonoma Graphics unless made in writing by a duly authorized agent of Sonoma Graphics. Clerical and stenographic efforts are subject to correction.
In the event of Buyer’s default hereunder for non-payment or otherwise, Buyer agrees to assume and pay any and all costs and expenses incurred by Sonoma Graphics in enforcing its rights under this contract, including but not limited to, reasonable attorneys’ fees and court costs.
1. Terms and Method of Payment
Where Sonoma Graphics has extended credit to Buyer, terms of payment shall be net thirty (30) days from the date of the invoice. Otherwise, payment shall be COD. Until Sonoma Graphics receives payment in full for the goods, Sonoma Graphics shall retain a purchase money security interest in the goods and Buyer agrees to take all reasonable actions to perfect Sonoma Graphic’s security interest in the goods shipped.
If goods are delivered in installments, Buyer shall pay for each installment in accordance with the terms hereof. Payment shall be made for the goods without regard to whether Buyer has made or may make inspection of the goods. If Buyer delays shipments, payments are due from the date when Sonoma Graphics is prepared to make shipments. Buyer shall be assessed a 1 ½% per month late charge on any amounts due and owing over 30 days or the maximum rate allowed under applicable law, whichever is less.
2. Acceptance, Title, Delivery
All orders are subject to acceptance by Sonoma Graphics either in writing or by shipping the goods. Sonoma Graphics may accept any order in full or in part, and Sonoma Graphic’s shipment of less than all goods ordered shall constitute acceptance only as to those goods shipped.
The goods shall be delivered F.O.B. Sonoma Graphics, at which point title and liability for loss or damage shall pass to Buyer, provided that such loss or damage shall not relieve Buyer from any obligation hereunder. Sonoma Graphics shall have the right to make shipments in separate lots and shipment shall constitute a distinct and separate contract. In the absence of specific instruction, Sonoma Graphics will select the carrier and ship pre-paid but shall not be deemed to assume any liability connected with the shipment nor shall the carrier be construed to be the agent of Sonoma Graphics. Special handling, insurance or other above normal costs will be charged to the Buyer.
3. Contingencies, Inspection
Sonoma Graphics will not be liable for any damages caused by delays in shipment. Sonoma Graphics’ performance of any order shall be excused for the occurrence of any contingency beyond its control or the control of any of its subcontractors.
Buyer shall promptly inspect the goods upon receipt and either accept or reject them for failure to conform to applicable specifications. Buyer shall give Sonoma Graphics prompt written notice of rejection of nonconforming goods. Buyer shall be deemed to have accepted the goods if Buyer fails to give written notice of rejection within thirty (30) days of delivery of goods.
(a) Standard Products Warranty and Adjustment. Sonoma Graphics warrants that the article to be delivered under this order will be free from defects in materials and workmanship under normal use and service for a period of 90 days. All warranties are contingent upon proper use in the application for which the products were intended and do not cover products which have been modified without Sonoma Graphics’ approval or which have been subject to mishandling, misuse, neglect, alteration, or other damage.
All freight charges for equipment under warranty, and for repair or replacement of a defective product, will be borne by Buyer.
5. Limitation of Warranties
EXCEPT AND ONLY TO THE EXTENT EXPLICITLY PROVIDED UNDER SECTION 5, THE GOODS AND ANY COMPONENTS THEREOF PROVIDED BY SONOMA GRAPHICS ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OUT OF A COURSE OF DEALING OR USAGE, TRADE OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OR MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR NONINFRINGEMENT. SONOMA GRAPHICS NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR SONOMA GRAPHICS ANY OTHER LIABILITIES IN CONNECTION WITH THE SALE OF SAID ARTICLE.
6. Remedies and Damages
If the goods furnished by Sonoma Graphics fail to conform to this contract, including but not limited to Sonoma Graphics’ warranty, Sonoma Graphics’ sole and exclusive liability to Buyer shall be, at Sonoma Graphics’ option, to replace or credit Buyer’s account for any such goods which are returned by Buyer to Sonoma Graphics during the applicable warranty period set forth above, provided that (a) Sonoma Graphics is promptly notified in writing upon discovery by Buyer that such goods failed to conform to this contract with a detailed explanation of any alleged deficiencies; (b) such goods are returned to Sonoma Graphics, F.O.B. Sonoma Graphics’ location; and (c) Sonoma Graphics’ examination for such goods shall disclose to Sonoma Graphics’ satisfaction that such alleged deficiencies actually existed and were not caused by accident, misuse, neglect, alteration, or improper
installation. If such goods fail to conform to this contract, Sonoma Graphics shall have a reasonable time to replace such goods.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SONOMA GRAPHICS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, RELIANCE, PUNITIVE OR OTHER DAMAGES OR EXPENSES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFITS OR REVENUE, LOSS BUSINESS OR BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS FROM WORK STOPPAGE, COSTS OF COVER, ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF SONOMA GRAPHICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. SONOMA GRAPHICS’ LIABILITY TO BUYER IN ALL CIRCUMSTANCES SHALL BE LIMITED TO THE PURCHASE PRICE PAID BY THE BUYER TO SONOMA GRAPHICS FOR THAT PORTION OF PRODUCTS THAT ARE SUBJECT TO THE MATTER OF ANY DISPUTE. Sonoma Graphics is not responsible for misuse or misapplication of its products, intentional or otherwise. Improper application, installation, and use are all beyond the control and responsibility of Sonoma Graphics.
8. Cancellation and Termination
Buyer may terminate this order only upon payment of all Sonoma Graphics’ costs incurred for and reasonably allocated to the terminated portion of the work in accordance with generally accepted accounting principles and practices, plus a reasonable profit on such costs.
Unless otherwise agreed and confirmed in writing by Sonoma Graphics, items scheduled for shipment are not subject to revision, reschedule or termination within seven (7) days
prior to shipment.
Subject to Sonoma Graphics’ sole discretion, Sonoma Graphics may accept Buyer’s return of goods conforming under this agreement. Any request for a returned order or change order must be made in writing and such actions must be approved in writing by an authorized individual of Sonoma Graphics’ corporate office. No request for returns will be considered after thirty (30) days have elapsed from Sonoma Graphics’ shipment date. Returns are done on an even exchange basis. If an exchange does occur, the Buyer will be subject to a 30% restocking fee. BUYER SHALL NOT RETURN ANY PRODUCT WITHOUT THE PRIOR WRITTEN AUTHORIZATION OF SONOMA GRAPHICS AS STATED IN THIS SECTION. Any returns made without obtaining prior written authorization shall be returned to Buyer at Buyer’s expense. Sonoma Graphics at its option may accept or reject any customer request to return a product for credit. In no event will credit be granted unless the product is returned with all associated components shipped with the product in unaltered, undamaged and unused form and matching the original Sonoma Graphics issued packing slip of the accompanying product.