Terms & Conditions USA Corp.
Term & Conditions USA Corp.
KULLIK USA Corp.
The following apply to all contract between KULLIK USA Corp and Buyers as far as they are not changed or excluded by explicit written consent of the Sellers.
General sales Terms & Conditions
All goods sold to customer (Buyer) will be confirmed with a Kullik USA contract. (Seller). The contract confirms all verbally agreed terms between Buyer and Seller.
The contract is acceptance by buyers if not contradicted within one business day after receipt. Buyers agree the validity of the terms also for all further deliveries.
The grading and reinspection rules of the grading association (WWPA, PLIB, WCLIB, TPI, SPIB, APA, NLGA, NELMA or other recognized grading agency) whose stamp appears on the goods purchased by the Buyer shall be deemed included in and part of the contract except as otherwise set out herein. Any inconsistency between those rules and the terms and conditions contained herein shall be resolved in favor of the terms and conditions contained herein. No other modification of those rules shall be effective unless made in writing and signed by Seller’s authorized representative.
Claims for shortages, defects, nonconforming goods or errors in shipment must be made in writing within 5 days after receipt of shipment, except that notice of claims based on moisture content must be given to Seller within 48 hours after receipt of shipment.
Buyer shall within 14 days following the date of completion of delivery, furnish to Seller in support of a claim, a detailed proof of claim in writing, including all material facts upon which claim is made with the exact location and address where the goods can be inspected.
If Buyer’s claim is based upon the grade or quality of the goods, or any portion thereof, Buyer shall accept delivery of and pay for, in accordance with the terms of the agreement, the portion of the goods in respect to which no claim is made, and shall hold intact and properly protect for a period of 30 days, for inspection by Seller or its authorized agent, the portion of goods in respect to which claim is being made hereunder. Any reinspection of the goods shall be conducted and governed by the association which grade stamped the goods. The rules and standards of that association, including any 10-day or other time limitation for the assertion of acknowledgement of claims or for
requests for inspection, shall govern and shall be the basis for final settlement. The
findings of that association shall be binding upon the parties in the event of litigation or
arbitration. The expenses of the inspection and survey shall be borne by Seller if the item
complained of is found to be more than 5% below grade. If 5% or less, the expense shall
be borne by Buyer.
Buyer has no right to withhold any payment even if the goods are claimed.
All claims for shortage or damage related to shipments must be supported by written statement of Buyer, stating unit count, piece tally, seal number of the railcar if boxcar shipment and car numbers and initials, if any. If the shipment is a rail car and its seals have been broken or changed, there shall be a report of the transportation agent at destination, or by written statement the transportation agent was requested to make such a report and declined to do so. In cases of a complaint involving measurements and/or tally, the entire shipment shall be kept intact for inspection.
Buyer agrees that Buyer’s exclusive remedy shall be to return the goods to Seller and to obtain repayment of the purchase price, or, at Seller’s option, Seller may repair nonconforming goods, deliver replacement goods or refund the purchase price. Buyer agrees that no labor expense or any other consequential damages of any kind shall be recoverable from Seller for mis-delivery, non-delivery, defect or nonconformity of the goods, regardless of whether arising out of a contract, warranty or negligence, strict liability or other tort. In any case the maximum liability of seller is the purchase price.
Statute of Limitations
No litigation or arbitration by Buyer concerning the sale shall be commenced later than one month after the date of shipment.
Seller makes no representation or warranty of any kind, express or implied, with regard to the existence or nonexistence of mold on the goods. Buyer is encouraged to examine goods received. Buyer should contact organizations such as Western Wood Products Association – Portland, Oregon for information and steps that can be taken to remove any mold that might be present on the goods.
Seller is a supplier and not the manufacturer of the goods and disclaims any warranty, express or implied, as to the quality or fitness of the goods for any particular purpose. Any claim of defect in the goods should be directed to the manufacturer. Seller will cooperate in processing any such claim. Any liability of Seller is limited to the cost of replacing defective and/or nonconforming goods at the point of delivery as specified in sellers contract.
Assumption of Liability
Buyer assumes all risks and liabilities resulting from the use of the shipped goods. Seller neither assumes nor authorizes any person to assume for Seller any liability in connection
with the sale or use of the goods.
Seller is not responsible for loss or damages resulting from loss of merchandise at sea, or failure to make shipment within the specified time or to ship at all, when such failure is due to fire, strike, boycott, flood, earthquake, windstorm, war, military special operations, riot or revolution, act of terrorism, government restriction or prohibition. In the event of force majeure, both Buyer and Seller will attempt to over come it and keep each other informed of progress. If a force majeure event continues for one month, Buyer and Seller will attempt to continue with the agreement. Failing agreement, Seller may terminate the agreement.
Shipment and freight rates
Shipment shall mean shipment according to the specified week of shipment in the contract. If Seller fails to make shipment within the agreed period of time because of force majeure it shall notify Buyer at once. If Seller fails to make shipment within the agreed period for any other reason it is Buyers duty to notify Seller that the shipment is late. Buyer must give Sellers an appropriate time to fulfil the contract. After notifying twice of late shipments, Buyers may cancel the contract. In the event of delay of the arrival of the carrying vessel due to causes be yond Seller’s control, Buyer is bound to still accept the goods.
Any changes in freight and duty, after date of the contract, in rate of duty, United States import taxes, or valuations by United States Customs, shall be for the account of Buyer unless otherwise specified. Any change in freight rates between contract date and bill of lading date above and beyond the negotiated price shall be for the account of Buyer.
Goods are sold subject to inspection by USDA, or by any other United States Government Department, Bureau or Agency with jurisdiction over them. If the goods or any part of them are detained by the United States government and not released for entry after reasonable efforts have been made by Seller to remove such detention, it is understood that Seller is not required to make a replacement of the merchandise and that the contract in regard to the detained and unreleased merchandise shall then become void and Seller shall be released of all responsibility and liability except that Seller must either refund the purchase price, if paid, plus freight charges, insurance and other expenses incurred by Buyer in connection with the transaction, or at Seller’s discretion provide the
same material from another source.
Buyer warrants that Buyer is solvent and that Buyer is able to pay the purchase price for goods purchased. Seller may cancel because of any arbitrary deductions made by Buyer or failure to comply with contract terms in respect to any shipment, including prior shipments, because of any transfer or change in Buyer’s business. Buyer’s insolvency, suit by other creditors, failure of Buyer to meet any financial obligations to Seller, impairment of Buyer’s credit worthiness, or unfavorable credit reports made to Seller through usual channels of credit information, unless, Buyer shall pay cash in advance of receiving the shipment to be made.
Seller shall retain the right to renegotiate price or cancel in the event of force majeure, mill insolvency, failure by self-supply or other causes beyond Seller’s control. No waiver by Seller of any breach of any term or condition of any contract between Buyer and Seller shall constitute waiver of any subsequent or other breach of such provisions.
Any controversy or claim arising out of or related to any contracts between Buyer and Seller or breach thereof shall be settled by arbitration under the applicable Rules of the American Arbitration Association, or under the rules of any other organization providing
arbitration services which my be agreed upon by the parties, with the place of arbitration being the city in which Seller’s office shown on the contract of the Order Acknowledgement is located. Judgment may be entered upon the arbitration award. In connection with any arbitration proceeding, each party shall pay (a) one-half of the arbitrator’s fees and any administrative charges associated with the proceeding, and (b) all of its own attorney and other professional fees and costs.
Collection and Attorney Fee
Buyer agrees that if the Seller extends credit to Buyer and it becomes necessary for Seller to place unpaid amounts in the hands of an attorney, or collection agency, Buyer will pay any and all costs of collection, including, but not limited to, reasonable attorney fees and any court costs necessary to collect the past due balance. In the event an invoice is over 30 (thirty) days past due, Buyer agrees to pay a service charge of 1 % per month (12% per annum) calculated from the original invoice due date. The following additional terms and conditions apply to any sales of goods
manufactured outside of the United States.
Retention of Title
Retention of Title: The ownership of the goods shall remain with the Seller until full payment for all delivered goods has been received by the Sellers and all current and future claims (including all balance claims on current account), which the seller has against the Buyer in connection with the parties’ business relationship, have fully been satisfied. The Buyer shall only be entitled to offset counterclaims against Seller’s claims if these counterclaims are undisputed or final and absolute.
Place of Performance and Jurisdication
Place of Jurisdication is Port Jefferson, NY, USA. For the legal relationship applys the law of the State of New York.