Essential Water Technologies, LLC DBA EWT Brokers
Standard Terms and Condition of Sale
1. Contract. Essential Water Technologies, LLC DBA EWT Brokersb? (“Seller”), in response to Buyer’s purchase order, offers to sell Buyer the Goods and Services described on the reverse side hereto (the “Goods”) on the terms set forth herein (“Terms”). Such Terms are specifically made a part of the order for the sale of the Goods. Any reasonable means of acceptance shall be effective as an acceptance of this offer. Acceptance of this offer is expressly limited to the terms of this offer. Unless changes to the Terms of this agreement are submitted in writing within five (5) business days, Seller shall not be bound by any terms of Buyer’s purchase order which provide conditions additional to or different from the Terms hereof. Any Term or condition in any form of Buyer which has been or, at any time, may be received by Seller and which is inconsistent with, additional to, or different from the Terms is hereby expressly rejected and shall not be applicable to the sale or shipment of Goods. This agreement will renew automatically unless Buyer delivers written notification of its intention not to renew to Seller no less than thirty (30) days prior to the end date of the agreement. The Terms contained herein shall survive any termination (by mutual agreement or otherwise) of this agreement.
2. Price. The price for the Goods shall be the price quoted by the Seller to Buyer. All prices quoted shall be exclusive of sales tax or other applicable taxes, tariffs, duties and other taxes payable by the Buyer.
3. Delivery. Unless otherwise specifically provided herein, delivery shall be by f.o.b. point of shipment, all risk of loss shall pass to the Buyer upon delivery to carrier or into the Buyer transport and Buyer shall be responsible for obtaining and paying for insurance. Unless otherwise agreed to in writing, the Goods shall be shipped in the manner and route of transportation Seller decides. Dates proposed by Seller for delivery are approximate and Seller shall not be liable for any delay in delivery of the Goods. Time of delivery shall not be of the essence.
4. Payment. The Buyer hereby agrees to purchase from the Seller, the purchase price payable in full in thirty (30) days from the date of the invoice and payable in US funds. If Buyer fails to pay any invoice in full when due, or if Seller shall have any doubt at any time as to Buyer’s financial responsibility or capability, Seller may suspend production and/or decline to make shipment or delivery. Seller reserves the right to request payment or other form of security prior to delivery. In order to induce the Seller to make loans and extend credit from time to time, the Buyer, grants the Seller, as Secured Party, a continuing security interest in , and assigns, pledges and transfers to the Seller, as Secured Party;
a. All accounts receivable now owned or which may hereafter be created by Buyer, and all of Buyer’s rights in, to and under all purchase orders received by Buyer and all contracts with Buyer for goods and services, now in existence or hereafter arising, including without limitation the right to receive the proceeds of said purchase orders and contracts and all sums of money due or which may hereafter become due to Buyer thereunder (“Accounts”), and
b. All raw materials, components, work in process, finished merchandise, and packing and shipping materials, wherever located, now or at any time hereafter owned by Buyer, and all such chattels hereafter required by Buyer by way of substitution, replacement, return, repossession or otherwise, and all additions and accessions thereto, and the resulting product or mass, and any documents or title representing any thereof (“Inventory”), and
c. All proceeds of the Accounts and all proceeds and products of the Inventory as collateral security for the prompt and unconditional payment of each and every obligation and liability of the undersigned to Seller, as Secured Party incurred in connection with loans and other extensions of credit by undersigned to Seller, Secured Party, whether now existing or hereafter incurred, absolute or contingent, matured or not matured.
Standard billing terms are stated on all invoices. If billing is not paid when due a finance charge of 1.5% may be added on all balances over invoice terms, with an annual percentage rate of 18.0%. Additionally, all collection costs will be added to this invoice and customer account if referred for collection, or if suit is brought to collect this account, reasonable attorney’s fees will be assessed on this invoice and customer account.