Terms of service
1. TERMS OF AGREEMENT
The quotation, confirmation, sale, shipment and delivery by AnA of Products will be subject to and governed exclusively by this Agreement or Purchase Order in its entirety, including any written amendment thereto, together with these General and Specific Terms and Conditions (“Terms and Conditions”), and all exhibits, appendices, attachments, schedules, and supplements hereto (each of which is incorporated herein by reference).
The term “Products” means the materials, equipment and/or services furnished by AnA to the Purchaser hereunder.
ANY ACCEPTANCE BY AnA IS MADE EXPRESSLY CONDITIONAL UPON THE PURCHASER’S ASSENT TO THE TERMS AND CONDITIONS SET FORTH HEREIN.
Any additional, contradictory, or differing terms and conditions contained in any agreements entered into between the parties, and/or documents prepared or submitted by Purchaser, including but not limited to those contained in Purchaser’s own terms and conditions, drawings, specifications, and/or other documents (whether or not such terms materially alter these Terms and Conditions), are hereby rejected by AnA, superseded by these Terms and Conditions, and shall not become part of the Agreement between Purchaser and AnA.
No course of dealing, course of performance, and/or usage of trade shall be relevant to explain or supplement any of these Terms and Conditions.
2. QUOTATIONS; ACCEPTANCE OF ORDERS
Quotations by AnA shall be deemed to be offers by AnA to sell the Products described therein subject to these Terms and Conditions, and acceptance of such offers is expressly limited to acceptance by Purchaser of all of these Terms and Conditions within thirty (30) days from the date of the quotation.
These Terms and Conditions shall be deemed to be accepted by Purchaser as of the earliest date on which AnA does any of the following:
(1) Signs the Purchase Order;
(2) Agrees to provide the Products in writing, orally, and/or by conduct;
(3) Consents to the parties’ Agreement by means of electronic signature, which may include responding affirmatively to an email indicating AnA’s acceptance of such Agreement; and/or
(4) Commences providing all or any part of the Products, at which point and on which date a legally binding contract between the parties shall come into existence.
Submittal of any further purchase documents by Purchaser, or execution of this offer by Purchaser, or allowing AnA to commence work, shall also be subject to and will be deemed to constitute acceptance of these Terms and Conditions.
Acceptance by AnA of Purchaser’s purchase order(s) is expressly conditioned upon Purchaser’s assent to these Terms and Conditions.
All purchase orders will be subject to approval by AnA.
3. DELIVERY; RISK OF LOSS
Title and risk of loss to Products shall pass to Purchaser upon shipment from AnA, a facility of AnA, and/or an authorized supplier; provided, however, AnA retains a security interest and right of possession in the Products until Purchaser makes payment in full.
Purchaser is responsible for all shipping and handling fees, customs, clearance, and related amounts.
Provided AnA agrees in writing, delivery shall be made at such place(s) as Purchaser may specify in accordance with Purchaser’s instructions as to manner of shipment, carriers, routing, prepayment of freight, and related matters.
Shipping dates are estimates only which are not guaranteed and are based upon prompt receipt from Purchaser of all information necessary to permit AnA to proceed with work immediately and without interruption.
No contract has been made to ship in a specified time and any “time is of the essence” clause or language and claims for back charges are specifically rejected.
AnA reserves the right to make delivery in installments and to ship products as they become available, all such installments to be separately invoiced and paid for by Purchaser when due per invoice, without regard to subsequent deliveries.
If the Products are delivered and Purchaser is unable and/or unwilling to accept same due to no fault of AnA’s, AnA may place such Products in storage at Purchaser’s expense and for Purchaser’s account until Purchaser properly accepts delivery.
Claims for any nonconformance with the Terms and Conditions of the order shall be noted by the Purchaser on the delivery receipt at the time of delivery; otherwise, AnA shall not be responsible for any such claims.
If delivery is by common carrier, delivery by AnA to the carrier at the point of origin shall constitute delivery to the Purchaser and, thereafter, the Products shall be at Purchaser’s risk, and claims for loss or damage must be filed by the Purchaser against the common carrier.
No common carrier is to be deemed an agent of AnA. Title to goods loaded onto Purchaser’s conveyance at AnA’s warehouse passes to the Purchaser at AnA’s loading dock.
4. PAYMENTS
Invoices shall be due and payable within thirty (30) days of the invoice date without discount, deduction, credit, offset, and/or recoupment.
If Purchaser wishes to dispute the validity and/or amount of any AnA invoice, Purchaser must notify AnA in writing within thirty (30) days of the invoice date, otherwise, Purchaser will be deemed to have fully accepted the validity and amount of such invoice.
Payments not made within thirty (30) days are subject to a finance charge of one and one-half percent (1½%) or the maximum legal rate, whichever is less, on the outstanding balance each month or part thereof until paid.
Purchaser agrees to pay all of AnA’s costs and expenses of collection on unpaid amounts and related litigation, including but not limited to attorneys’ fees and costs.
Any payments made by Purchaser on delinquent amounts will be applied to the oldest invoice(s) first.
AnA’s acceptance of any partial payments from Purchaser is not to be deemed an accord and satisfaction, and/or a waiver of AnA’s right to collect the unpaid amounts remaining.
5. LIMITED WARRANTY
For a period of thirty (30) days from the date of delivery, AnA warrants that the Products will conform in all material respects to the descriptions contained within the Purchase Order; however, AnA shall not be subject to any contractual, tort, statutory, and/or other liability arising out of the acts of third parties over whom it exercised no control and/or errors in the nature, type, quantity, and/or quality of Products ordered by Purchaser.
AnA makes no other warranties to Purchaser and/or any other third parties concerning the Products.
NO WARRANTY, EXPRESS, IMPLIED, STATUTORY (EXCEPT OF TITLE), AND/OR OTHERWISE IS INTENDED OR SHALL BE IMPLIED.
If any item delivered by AnA shall prove defective in any way due to no fault of Purchaser, AnA may, at its sole option, provide non-monetary assistance to Purchaser in obtaining replacement, repair, credit, and/or a refund for the Products from third parties.
This Limited Warranty shall be void if the Products have been subject to misuse, neglect, mishandling, and/or alteration.
The liability of AnA shall not in any case exceed the cost of the Products or part thereof which gives rise to the claim.
Legal actions must be brought within one (1) year from the date the Products are delivered.
IN NO EVENT SHALL AnA BE LIABLE FOR INCIDENTAL, INDIRECT, DIRECT, CONSEQUENTIAL, SPECIAL, TREBLE, EXEMPLARY, PUNITIVE, STATUTORY AND/OR SIMILAR DAMAGES, LOSS OR EXPENSE.
6. INDEMNIFICATION
Purchaser shall indemnify, hold harmless, and defend AnA and its associated parties from and against any and all damages, liability, claims, losses and expenses (including attorney’s fees, court costs, and out-of-pocket expenses) arising from:
(1) AnA’s compliance with Purchaser’s designs, specifications, and/or instructions;
(2) Modification of any Products by anyone other than AnA;
(3) Use of the Products in combination with other products; and/or
(4) Claims by customers of Purchaser or third parties to the extent such damages align with Section 15.
7. GENERAL
(i) This Agreement is governed by the laws of the State of New Jersey, U.S.A., and legal actions must be brought exclusively in New Jersey courts.
(ii) These Terms supersede all prior discussions and writings.
(iii) No modifications are valid unless in writing and signed by an authorized AnA representative.
(iv) If any provision is invalid, the remainder remains enforceable.
(v) All Products are for business use only.
(vi) Remedies provided are cumulative and in addition to others allowed by law.
(vii) Failure by AnA to enforce any provision does not waive its right to do so in the future.
(viii) AnA and Purchaser are independent contractors. No agency, partnership, or employment relationship is created.
