Terms & Condition: Non E-COM

Exclusive Terms and Conditions of Sale

These Terms & Conditions of Sale (this “Terms and Conditions” or “Agreement”) are between A PLUS PRODUCTS INC (together with its subsidiaries and affiliates collectively referred to as “APlus”, “Us” or “Seller”), and the individual or entity (“You” or “Buyer”) that has placed a purchase order with APlus subject to these Terms and Conditions outlined below, which are available on our website. This Agreement sets forth the terms and conditions that govern orders placed by You for Products under this Agreement. If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to the terms and conditions of this Agreement and, in such event, “you” and “your” as used in this Agreement shall refer to such entity. For purposes of this Agreement, the term “Products” shall mean any and all items ordered by You from APlus subject to these Terms and Conditions.

1. The Terms and Conditions set forth herein constitute the entire, complete and exclusive agreement between the parties and no modification hereof shall be effective unless made in writing and signed by both parties. All other, different or additional terms that may have been included in the Buyer’s order or otherwise are rejected and shall have no force or effect. It is understood that only these Terms and Conditions control the sale. Buyer shall be deemed to have accepted these Terms and Conditions unless Seller receives a timely written protest (prior to the shipment of the Products) enumerating specific terms to which Buyer does not agree.

2. Invoices for goods sold and delivered under this order are payable according to the terms of the Invoice and only in United States currency. Seller may from time to time demand different terms of payment from those specified herein whenever it reasonably appears that Buyer’s financial condition requires such change, and may demand assurance of Buyer’s ability to pay whenever it reasonably appears that such ability is in doubt. Seller may suspend production, shipment or delivery until such arrangements are made.

3. Unless otherwise stated, prices are net, F.O.B. point of shipment, and are subject to change without notice. Also, unless otherwise stated, freight or other transportation charges will be allowed with respect to shipments made within the continental United States only where the shipment is subject to the seller’s right to select the agency of transportation. Seller shall not be responsible for storage, transportation, or similar charges incurred at destination. No cash discounts or other discounts for prompt payment are offered unless specifically stated on the face hereof.

4. To the extent legally permissible, all present and future excise levies or taxes imposed by any Federal, State, foreign, or local authority which seller may be required to pay or collect, upon or with reference to the sale, purchase, transportation, delivery, storage, use, or consumption of products or services, including taxes upon or measured by the receipts therefrom (except net income and equity franchise taxes), shall be for the account of buyer.

 5. Delivery dates are approximate and estimated and are based on prompt receipt of all necessary information from the buyer. Seller may make partial shipments of any one or more items covered by the quotation or acknowledgment, and may ship from any location it may select. Seller reserves the right to refuse to ship orders on unpaid accounts. Seller shall retain the fullest right, title, and interest in Products to the extent permitted by law, including a security interest, until full payment has been received.

 6. Seller shall not be liable for any loss, damage, detention or delay resulting from causes beyond its reasonable control, including (without limiting the generality of the foregoing) fire, explosion, flood, strike or other difference with workmen, shortage of utility, facility, pandemics, acts of God, material or labor, delay in transportation, breakdown or accident, riot, insurrection, civil or military authority, or governmental controls, restrictions or regulations. Seller shall have the right to apportion its production among its customers in such manner as it may consider to be equitable.

 7. Seller warrants that the goods to be supplied hereunder will conform to the description on the face hereof; that it will convey good title thereto; and that such goods will be merchantable. There is no warranty that the goods shall be fit for any particular purpose, nor is there any other warranty, express or implied, except such as is expressly set forth herein. Seller shall not be liable to buyer or any other person for loss or damage directly or indirectly arising from the use of the goods, from breach of any warranty or from any other cause, the exclusive remedy against the seller being to require replacement or repair of defective goods, or the repayment of the purchase price upon return of the goods. If defective or incomplete, goods may be returned at the cost of seller only after inspection and approval by seller and upon receipt by buyer of shipping instructions from seller. Every claim on account of defective goods, short count, or for any other cause, shall be deemed waived by Buyer unless made in writing within thirty (30) days from the date of shipment of goods to which such claim relates.

Limitation on liability. To the extent permissible by law, seller shall not be liable for any damages in excess of the cost of correcting any nonconformities in the products, or in the absence of such nonconformities, in excess of the aggregate value of the defective products determined by the price paid by the buyer and evidenced by appropriate documentation. Notwithstanding any responsibilities or liabilities assumed by seller hereunder, seller shall in no event be responsible in contract or in tort, or otherwise, for loss or damage sustained as a result of the use of the product, loss of profit or revenues, or any other indirect, incidental, special, punitive, exemplary, or consequential loss or damage, arising from any cause whatsoever.

8. No licenses or other rights are granted or implied by the sale contemplated hereby under any patents, copyrights or trademarks owned or controlled by seller or under which seller is licensed, but the foregoing shall not be understood to limit in any way the right of buyer to use and sell merchandise covered by this order. If the goods are to be prepared or manufactured according to buyer’s specifications, the buyer shall indemnify the seller against any liability for patent or trademark infringement on account of such preparation or manufacture.

9. Unless we are otherwise instructed, the allowance for over-shipment and under-shipment shown below will prevail on all orders for non-stock or blueprint items. Over- or under-shipments will not affect the unit price.

No. of Pieces Ordered	1-4	5-9	10-24	25-49	50-99	≥100
Plus or minus allowance	0	1	1	3	5	5%

 

10. In any action related to this agreement, including but not limited to any action for collection, the Seller shall be entitled to an award of reasonable attorney’s fees and costs of suit, in addition to all other damages and remedies under New Jersey law.

11. Any clause required to be included by the seller in a contract or agreement of this type by any applicable law or administrative regulation having the effect of law shall be deemed to be incorporated herein.

12. Waiver by seller of any breach of these provisions shall not be construed as a waiver of any other, different or subsequent breach.

13. This contract and the relationship between the parties created hereunder shall be governed by New Jersey law. The parties irrevocably submit to the exclusive jurisdiction of the state or federal courts located within the State of New Jersey to adjudicate any dispute that may arise between them.

14. The ordered products have not been tested for chemical composition known to the state of California to cause cancer birth

defects and other reproductive harm. The seller does not approve the sale or shipment of these products to the state of California.

15. If any portion of this Agreement is held invalid or unenforceable the remaining portions shall not be affected and shall remain in full force and effect.

16. Failure by Seller to enforce Buyer’s performance of any provision hereof will not constitute a waiver of its right to subsequently enforce such provision.