1. TERMS: Net 30 days. A finance charge of 1.50% per month, which is an annual percentage rate of 18%, will be charged on all past due accounts.
2. QUANTITY: Overrun or under-run of ten (10%) percent shall constitute fulfillment of all orders.
3. CLAIMS: Claims for errors or shortages must be made within five (5) days after receipt of shipment. Claims for goods damaged in transit must be filed against the carrier.
4. RETURNS: No claim shall be allowed nor credit given for goods returned without Marfred Industries’ written authority, and, in no case, shall any claim be allowed if made more than thirty (30) days after receipt of merchandise.
5. WARRANTY: Marfred Industries warrants merchandise shipped to any Customer to be of sellable quality. Marfred Industries makes no warranty of any other kind, expressed or implied. No stipulation, agreement or understanding of the Customer shall be valid or enforceable unless in writing by a duly authorized officer of Marfred Industries.
6. MARFRED INDUSTRIES’ LIABILITY: Liability for loss or damage due to the use of Marfred Industries’ product is limited to the lesser of the invoice price or the amount actually received by Marfred Industries. Marfred Industries shall not be liable because of late deliveries or non-deliveries due to fire, inability to acquire raw materials, labor difficulties, or other causes beyond Marfred Industries’ control and shall continue until such contingency has been remedied.
7. CANCELLATION: Custom orders may only be canceled prior to costs incurred by Marfred Industries on custom products. Any custom order terminated after costs are incurred by Marfred Industries are subject to a termination claim for reasonable and necessary out of pocket costs and expenses not previously paid by Buyer.
8. RELEASE OF INFORMATION: Customer hereby authorizes Marfred Industries to make any inquiry regarding Customer’s credit worthiness and business practices including contacting banks, credit references and credit reporting authorities. Customer also acknowledges that Marfred Industries may report payment records to credit reporting authorities. In the event of any incorrect reporting, Marfred Industries’ sole liability shall be limited to correcting any inaccuracies. Marfred Industries shall have absolutely no other liability with respect thereto.
9. ORDERS: Customer acknowledges that it may or may not issue signed purchase orders and authorizes Marfred Industries to take orders verbally, via telephone, by facsimile or computer transmission and to act upon such orders as if a signed purchase order was issued only with Purchase order number.
10. WAREHOUSING: If Customer asks Marfred Industries to store goods in Marfred Industries’ warehouse, Customer agrees to be bound by the terms and conditions of Marfred Industries’ Blanket Order/Delivery/Warehouse Agreement whether or not signed.
11. ARTWORK: Customer represents that any designs, artwork, or other trademarks or trade dress Customer asks Marfred Industries to produce or acquire for Customer or Customer’s client is Customer’s or Customer’s client’s property. Any plates, dies or artwork acquired or produced by Marfred Industries for Customer which remains unpaid for shall be Marfred Industries’ property and Customer waives any rights of offset or claims of conversion.
12. FAILURE TO PAY: If Customer fails to pay for invoices within the agreed upon terms Customer unconditionally authorizes Marfred Industries to 1) delay or withhold shipments of ordered product, 2) scrap or resell ordered product, the proceeds of which shall be used to cover the cost of handling and shall not apply to any portion of the unpaid balance, and 3) The customer agrees that if Marfred Industries is to cause plates to be manufactured, all charges incurred therewith shall be forwarded to Marfred Industries in advance and held as a deposit which need not be segregated. This deposit shall be first credited towards any outstanding collection fees, then to outstanding interest, then to principal and then to the price Marfred Industries incurred for the plates. Customer expressly agrees that the plates will not be delivered to customer unless all indebtedness owed to Marfred Industries has been paid in full.
13. FREIGHT: While Marfred Industries will endeavor to use the least expensive method of freight this may not always be the case. At times, this may conflict with Customer’s prior request. Customer agrees to pay all freight incurred by common carrier if these charges were incurred due to customer request for an emergency shipment outside of normal scheduled deliveries.
14. INDEMNIFICATION: Customer shall indemnify and hold harmless Marfred Industries against all damage resulting from liabilities incurred to any third party as a result of customer’s order, including, but not limited to, any and all judgments damages, costs, attorney fees and expenses to Marfred Industries resulting from claims which may arise with regard to ownership of trade dress, trademarks, copyright, or other proprietary interests, or if merchandise does not meet performance specifications when drawings, specifications, samples, and/or other written descriptions were provided by or previously approved by Customer, prior to production. In the event of a claim by a third party against Marfred Industries as a result of an order, Marfred Industries shall have the right, but not the obligation, to tender the defense of such claim to Customer, and Customer agrees to defend Marfred Industries in the event of such tender.
15. INCONSISTENT TERMS AND CONDITIONS: Any term or condition, either made verbally or which appears on any written document, purchase order or other such instrument, which conflicts with those stated herein shall be void. Where such conflict exists the terms and conditions of this Credit Application shall supersede. If any part of this agreement is determined to be unenforceable the remaining terms and conditions shall continue in full force and effect.
16. APPLICABLE LAW - VENUE: This agreement is entered into at Marfred Industries’ principal place of business located at Sun Valley, California. In the event that it shall become necessary for Marfred Industries to file legal action to collect any outstanding obligations from the Customer, the venue of said actions shall be with the Los Angeles County Superior Court. Customer hereby agrees to submit to the jurisdiction in Los Angeles County, California with respect to any legal proceeding commenced to collect any outstanding obligations from customer. In the event it shall become necessary for Marfred Industries to file an action to collect any unpaid obligations, Marfred Industries shall be entitled to collect reasonable attorney’s fees, collection costs, and court costs. All other disputes between the parties shall be submitted to binding arbitration and a competent arbitration board mutually agreeable to both parties - both parties hereby waive their right to a trial by jury.
17. REPRESENTATIONS: The Customer’s authorized representative’s signature attests to the financial responsibility for any amounts billed and or inventory being held by Marfred Industries in its warehouse and that the information and statements contained in this application are true and complete and are made for the purpose of inducing Marfred Industries to sell product to the Customer and to establish an open line of credit. The undersigned further agrees that all sales shall be subject to the terms and conditions, which are set forth in this credit application.
18. PRODUCT IMAGE ADVERTISING: The Customer, on behalf of itself, agrees to allow Marfred Industries to use for its marketing and advertising purposes visual images of any products that Marfred offers for sale to the Customer for Marfred’s marketing and advertising purposes. If the Customer is not the legal owner of any portion of the product image, the Customer will notify Marfred of this fact in writing before delivery.
19. UPDATES ON WEBSITE: Customer agrees to be bound by all additional terms and conditions set forth on the Marfred website, as those terms may change from time to time. By signing this application you agree that you have access to the Internet and the continued ability to access http://www.marfred.com. You hereby represent and agree that you have read the additional terms set forth on the website listed above, and that you agree to be bound by these terms and conditions.