All purchase orders, whether written or oral, are subject to these Conditions of Sale and acceptance shall be expressly conditioned on assent to such Conditions. This assent shall be deemed given unless purchaser shall expressly notify South-Pak, Inc. to the contrary prior to any shipment or other performance of an order by South-Pak, Inc. and, in any event, within five (5) days after receipt of any acknowledgement or confirmation of such order.
No order accepted by South-Pak, Inc. may be altered or modified by purchaser unless agreed to in writing by an authorized representative of South-Pak, Inc. No such order may be canceled or terminated except upon payment of South-Pak’s loss, damage or expense arising from such cancellation or termination.
No modified or other conditions will be recognized by South-Pak, Inc. unless specifically agreed to in writing. Failure of South-Pak, Inc. to object to provisions contained in any purchase order or other communication from purchaser (including without limitation, penalty clauses of any kind) shall not be construed as a waiver of these Conditions nor an acceptance of any such provisions.
Any contract for sale and these Conditions shall be governed by and construed according to the laws of the State of Georgia. All references to dollars in these Conditions of Sale shall mean U.S. dollars.
Written quotations are conditioned upon acceptance by purchaser within thirty (30) days from date issued and shall be considered as offers by South-Pak, Inc. to sell during such thirty (30) day period unless sooner terminated by notice. Other South-Pak, Inc. publications maintained as sources of general information are not quotations or offers to sell.
All prices are subject to change without notice. In the event of a net price change and unless otherwise agreed to in writing, prices for orders scheduled for immediate release shall be those in effect at time of order entry. Orders not for immediate shipment will be subject to prices in effect on date of shipment.
All clerical errors are subject to the interpretation of South-Pak, Inc. and subsequent correction.
Net 30 days are standard terms and shall apply to all invoices. Any variation will be clearly stated in quotations or on the specific price sheets for the product involved.
South-Pak, Inc. reserves the right at any time to demand full or partial payment before proceeding with a contract of sale if, in its judgment, the financial condition of purchaser shall not justify the terms of payment specified. If delivery is delayed or deferred by purchaser beyond the scheduled date, payment shall be in full when South-Pak, Inc. is prepared to ship and the equipment may be stored at the risk and expense of purchaser. If purchaser defaults when any payment is due, then the whole contract shall become due and payable upon demand, or South-Pak, Inc., at its option, without prejudice to other lawful remedies, may defer delivery or cancel the contract for sale.
Any manufacturer’s tax, retailer’s occupation tax, use tax, sales tax, excise tax (except the Federal excise tax on vehicles), duty, custom, inspection or testing fee, or other tax, fee or charge of any nature whatsoever, imposed by any governmental authority, on or measured by any transaction between South-Pak, Inc. and purchaser, shall be paid by purchaser. This will be in addition to the prices quoted or invoiced. In the event South-Pak, Inc. shall be required to pay any such tax, fee or charge, purchaser shall reimburse South-Pak, Inc. therefore. Otherwise, in lieu of such payment, purchaser shall provide South-Pak, Inc. at the time of order is submitted with an exemptions certificate or other reclamation document acceptable to the authority imposing the same. Purchase orders must state the purchaser’s awareness of the existence and amount of any such tax, fee or charge, which it shall be South-Pak, Inc. responsibility to collect from purchaser and pay.
Delivery of product or equipment to a common carrier at any South-Pak, Inc. shipping point shall constitute delivery to purchaser (F.O.B. Factory). Regardless of freight payment, title and all risk of loss or damage in transit shall pass to purchaser at that time.
Care is taken in packing South-Pak, Inc. product and equipment. South-Pak, Inc. cannot be held responsible for breakage or damage after having received “in good order” receipts from the transportation company. All claims for loss and damage must be made by the purchaser to the carrier.
Claims for shortages or other errors must be made to South-Pak, Inc. within fourteen (14) calendar days after receipt of shipment. Failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by purchaser.
Except as otherwise may be stated in quotations, price sheets, catalogs, or other South-Pak, Inc. publications, freight charges will be prepaid and added to the purchaser’s invoice based on point of original shipment. No allowance will be made in lieu of freight charges if purchaser accepts product or equipment at a South-Pak, Inc. shipping point.
Method and route of shipment will be at the discretion of South-Pak, Inc. unless purchaser shall specify otherwise.
South-Pak, Inc. reserves the right to make delivery in installments, unless otherwise expressly stipulated in the contract for sale. All such installments when separately invoiced shall be paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve purchaser of its obligations to accept remaining deliveries. South-Pak, Inc. shall not be liable for any damage as a result of any delay due to South-Pak, Inc., or any cause beyond South-Pak, Inc. reasonable control including and without limitation, an act of God; act of purchaser or South-Pak, Inc. supplier; embargo or other governmental act; regulation or request; fire; accident; strike; slowdown; war; riot; delay in transportation and inability to obtain necessary labor, materials or manufacturing facilities. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay.
South-Pak, Inc. may furnish suitable substitutes for material unobtainable because of priorities or regulations established by governmental authority or non-availability of materials from suppliers. In addition, South-Pak, Inc. assumes no liability for deviation from published dimensions and descriptive information not essential to proper performance of the product.
Unless otherwise stated in writing by an authorized representative of South-Pak, Inc., all products and equipment manufactured by it are warranted to be free of defects in materials and workmanship for one (1) year. If within the applicable warranty period purchaser discovers such item was not as warranted and promptly notifies South-Pak, Inc. in writing, South-Pak, Inc. shall repair or replace the item at the company’s option. The warranty shall not apply (a) to equipment not manufactured by South-Pak, Inc., (b) to equipment which has been repaired or altered by others than South-Pak, Inc., (c) to equipment which has been subject to negligence, accident or damage by circumstances beyond South-Pak, Inc. control, (d) to equipment subject to improper operation, maintenance, storage or to other than normal use or service. The foregoing warranties do not cover reimbursement for labor, transportation, removal, installation or other expenses, which may be incurred in connection with repair or replacement.
Anything to the contrary herein contained notwithstanding, South-Pak, Inc., its contractors and suppliers of any tier shall not be liable in contract, in tort (including negligence or strict liability) or otherwise for any special, indirect, incidental or consequential damages whatsoever. The remedies of the purchaser set forth herein are exclusive where so stated and the total cumulative liability as stated above shall not exceed the price of the product or part on which such liability is based.
No product or equipment may be returned without first obtaining South-Pak, Inc. written Return Material Authorization. South-Pak’s standard return policy varies by the type of item as explained below. This return policy is separate and distinct from returns related to warranty items covered in section 7 above, and covers all returns other than warranty related items.
For un-modified stock items manufactured or distributed by South-Pak, Inc., customers may return these items within 30 days of sale by paying return freight and a 20% re-stocking fee. The stocking fee may be waived if the customer exchanges these items for a like item of the same or greater value. All items returned must in new, un-damaged and un-blemished condition for credit or refund to be issued.
For items custom manufactured or customized to a customer’s specific requirements, no returns will be accepted, and no credits will be granted. South-Pak, Inc. will make all reasonable efforts to ensure custom items are suited for the customer’s unique needs both prior to, and after the sale of these items. If modifications are required after sale, please contact your South-Pak sales professional.