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Terms and Conditions of Sale
 
 

The Terms and Conditions below govern the relationship between you, the Buyer, and Jasmic, LLC, the Seller. By placing an order, you agree to be bound by these Terms and Conditions of Sale. Please be sure to carefully read this document and make sure that you understand and accept these Terms and Conditions of Sale.

IMPORTANT NOTICE TO BUYER: THE FOLLOWING IS MADE IN LIEU OF ALL WARRANTIES, EXPRESSED OR IMPLIED. SELLER'S AND MANUFACTURER'S ONLY OBLIGATION SHALL BE TO REPLACE SUCH QUANTITY OF THE PRODUCT PROVEN TO BE DEFECTIVE. NEITHER SELLER NOT MANUFACTURER SHALL BE LIABLE FOR ANY INJURY, LOSS OR DAMAGE, DIRECT OR CONSEQUENTIAL, ARISING OUT OF USE OR THE INABILITY TO USE THE PRODUCT. BEFORE USING, USER SHALL DETERMINE THE SUITABILITY OF THE PRODUCT FOR HIS/HER INTENDED USE AND USER ASSUMES ALL RISK AND LIABILITY WHATSOEVER IN CONNECTION THEREWITH. THE FOREGOING MAY NOT BE CHANGED EXCEPT BY AN AGREEMENT SIGNED BY OFFICES OF SELLER AND MANUFACTURER ANY CONTROVERSY OR CLAIM ARISING OUT OF OR IN RELATION TO THIS CONTRACT OR THE SALE OF GOODS BY SELLER, MAY, AT THE ELECTION OF SELLER, BE SETTLED BY ARBITRATION UNDER THE TERMS OF THE FEDERAL ARBITRATION ACT ADMINISTERED BY THE BETTER BUSINESS BUREAU UNDER ITS RULES OF BINDING ARBITRATION. JUDGMENT UPON AN AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY ARBITRATION PROCEEDING INSTITUTED SHALL BE HELD IN THE STATE OF NEW JERSEY, OR AT SUCH OTHER LOCATION IN THE UNITED STATES AS SELLER SHALL DESIGNATE.


DEFINITIONS AND INTERPRETATION
Within this document definitions are defined as follows:

" Seller " means Jasmic, LLC.

" Buyer " means the person or entity that purchases or agrees to purchase Goods and/or Services from the Seller.

" Purchase Order " means the Buyer's document for the acquisition of Goods and/or Services, exclusive of all printed terms and conditions contained thereon. A purchase order serves as the legal and binding contract between both parties.

" Quotation (or Quote) " means the Seller’s offer to sell Goods and/or Services at a specific price.

" Member " means a person or entity who is an owner of some or all of Jasmic, LLC.

" Delivery " means the date in which Consignee or its agent receives Shipment as indicated by the delivery receipt, or completion of Services at Buyer’s designated location.

Carrier ” means the transportation company responsible for safe delivery of Goods from Consignor to Consignee.

Motor Truck Carrier ” means a common carrier of bulk shipments that total 100 lbs. or more, Shipment requires a Bill of Lading, and a Delivery Receipt must be signed by Consignee or its agents at time of Delivery.

Parcel Carrier ” means a common carrier of parcel packages weighing less than 100 lbs. each, such as UPS, FedEx, DHL, USPS, Purolator, etc. and does not require a Bill of Lading.

Shipment ” means a quantity of Goods shipped together as part of the same cargo.

Consignee ” means the person or entity named in the Bill of Lading to whom a Seller or shipper sends a Shipment as provided by Buyer or its agent at time of order.

Delivery Receipt ” means the Carrier’s document dated and signed by Consignee or its agent at the time of delivery stating acceptance of Goods. The signed Delivery Receipt is returned to the driver for retention at the terminal. The Consignee retains the remaining copy. This document is also known as a “Proof of Delivery.”

Bill of Lading ” means a binding contract that serves three main purposes: (1) a receipt for the Shipment assigned to the Carrier for Delivery; (2) a definition or description of the Goods that make up the Shipment; and (3) evidence of title to the relative Goods, if “negotiable”.


Interpretation within this document is defined as follows:
1. headings are for convenience only and do not affect interpretation;
2. the singular includes the plural and conversely;
3. reference to a party means Seller and Buyer exclusively; and
4. in the event of a conflict between Buyer's Purchase Order or associated documents and the terms and conditions herein, the terms and conditions herein shall govern.

CONTROLLING PROVISIONS
No terms and conditions other than the terms and conditions contained herein shall be binding upon Seller unless accepted in writing signed by a Seller Member. All terms and conditions contained in any prior oral or written communication, including, without limitation, Buyer's purchase order, which are different from or in addition to the terms and conditions herein are hereby rejected and shall not be binding on Seller, whether or not they would materially alter this document, and Seller hereby objects thereto. All prior proposals, negotiations and representations, if any, are merged herein. Buyer will be deemed to have assented to all terms and conditions contained herein if any part of the goods and/or services described herein are shipped or an invoice is presented in connection with the said goods and/or services. Seller reserves the right to refuse service, terminate accounts or cancel orders in its sole discretion. Seller may also change or modify these Terms and Conditions from time to time, with or without notice, with such revised terms applicable from the date posted. You should recheck the effective date of the Terms and Conditions posted on this web site prior to each transaction you make to determine if you have reviewed the version applicable to your transaction.

BY PLACING AN ORDER FOR GOODS WITH SELLER BY MEANS OF EMAIL, FASIMILE, TELEPHONE, PARCEL, ELECTRONIC COMMERCE, OR BY ACCEPTING DELIVERY OF SUCH GOODS DESCRIBED ON THE APPLICABLE PACKING SLIP, BILL OF LADING AND/OR INVOICE RECEIVED WITH THE GOODS, YOU AGREE TO BE BOUND BY AND ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PLACE ANY ORDERS WITH JASMIC, LLC.

PAYMENT TERMS
Buyer agrees to pay for Goods and/or Services according to the Seller's payment terms. All orders must be prepaid unless credit has been previously established or other terms have been agreed to in writing by Seller. First time customers must pay by credit card, wire transfer, C.O.D., or money order unless otherwise approved by Seller prior to the fulfillment of order. Businesses located within the U.S. and/or Canada may apply for credit terms. Upon credit approval by Seller, payment terms shall be net thirty (30) days from the date of invoice. Seller may require full or partial payment guarantee in advance of shipment if it concludes that the financial condition of the buyer so warrants. Buyer will pay each invoice in full within thirty (30) days of the applicable invoice date. All payments shall be without deductions for back-charges, other accounts between Seller and Buyer, and the like, which shall be settled independently of the payment of the invoice. In the event Buyer fails to make any payment to Seller when due, Buyer's entire account(s) with Seller shall become immediately due and payable without notice or demand. In addition, payment may be requested in advance of shipment for quantities not yet delivered, or the balance of the order may be cancelled by Seller without liability to it. All past due amounts are subject to service charges in the amount of the lesser of 1.5% per month, or the maximum contract rate permitted by law from the date when payment becomes due from day to day until the date of payment. All payments due herein shall be made in U.S. dollars. For customers located within the U.S. and Canada, Seller accepts payment in the form of a check, money order, C.O.D. (Collect on Delivery), wire transfer, Visa, MasterCard, Discover, American Express, and check cards with the Visa or MasterCard logo. A US$25.00 fee will be charged for each returned check. A C.O.D. fee of US$7.50 per package will be grouped together with invoice shipping charges. All orders placed outside the United States or Canada must be prepaid via wire transfer or check in US dollars. All payments must be received and cleared prior to release or shipment of Goods. No products furnished by the Seller shall become a fixture by reason of being attached to real estate.

REMEDIES OF SELLER
Upon default by Buyer, Buyer agrees to reimburse Seller all attorney fees and court costs incurred by Seller in connection therewith. Buyer agrees that any of the following shall constitute an event of default which shall enable Seller, at its option, to cancel any unexecuted portion of this order or to exercise any right or remedy which it may have by law: (a) the failure of Buyer to perform any term or condition contained herein; (b) any failure of Buyer to give required notice; (c) the insolvency of Buyer or its failure to pay debts as they mature, an assignment by Buyer for benefit of its creditors, the appointment of receiver for Buyer or for the materials covered by this order or the filing of any petition to adjudicate Buyer bankrupt; (d) the death, incompetence, dissolution or termination of existence of Buyer; (e) a failure by Buyer to provide adequate assurance of performance within ten (10) days after a justified demand by Seller or (f) if Seller, in good faith, believes that Buyer's prospect of performance under this Agreement is impaired. All rights and remedies of Seller herein are in addition to, and shall not exclude, any rights or remedies that Seller may have by law. In the event it becomes necessary to incur any expense for collection of any overdue account, reasonable collection charges, including reasonable attorneys' fees, will be added to the balance due and Buyer shall pay all such charges.

RECOMMENDATIONS BY SELLER
Buyer acknowledges that Seller does not make and specifically negates, renounces and disclaims any representations, warranties and/or guaranties of any kind or character, expressed or implied, with respect to (i) the products sold, their use, design, application or operation, their merchantability, their physical condition or their fitness for a particular purpose, (ii) the maintenance or other expenses to be incurred in connection with the products, (iii) the engineering, design, fabrication work or any other work or service (whether gratuitous or for payment) supplied by Seller and/or its agents, suppliers and employees or (iv) the accuracy or reliability of any information, designs or documents furnished to Buyer. Seller neither assumes, nor authorizes any person to assume for it, any other obligation in connection with the sale of its products and/or rendering of its services. Any recommendations made by Seller concerning the use, design, application or operation of the products shall not be construed as representations or warranties, expressed or implied. Failure by Seller to make recommendations or give advice to Buyer shall not impose any liability upon Seller.

ORDERS
Buyer may use the following options to place an order with Seller. Seller does not have a minimum purchase amount.
Telephone: (888) 452-7642 or (732) 888-9224.
Note: Telephone orders will only be accepted if placed during Seller office hours.
Email: info@jasmic.net
Facsimile: (732) 888-5552.
Parcel orders may be sent to:
Jasmic, LLC
PO Box 369
Hazlet, NJ 07730-0369

PRICES
Prices are subject to change without prior notification. Prices are based on U.S. currency and are F.O.B. point of shipment. Prices do not include freight or delivery charges, taxes (sales, excise, use, ad valorem, etc.), or any export or import duties. Those charges may be prepaid by Seller and added to Buyer's invoice. Upon publication of a price decrease, all unshipped orders will be billed at the new and lower prices. Upon publication of a price increase, all unshipped orders accepted by Seller prior to the effective date of the price increase will be invoiced at the increased prices in effect at the time of shipment unless otherwise agreed in writing by both parties. The Buyer reserves the right to cancel any unshipped orders if dissatisfied with the price increase.

Quotations
Any quotation provided by Seller will be binding on Seller for the time period identified in the quotation. If no time period is identified, the quotation will be valid for thirty (30) calendar days after it is issued. A quotation may be provided by phone, but is not considered binding until confirmed from Seller in writing by means of facsimile, email, or parcel. Quotations will always be provided in US dollars, but may include the Canadian dollar equivalents for convenience only. All payments are required to be paid in US dollars.

TAXES
An amount equal to any tax or other governmental charge upon the production, sale, occupation of selling, shipment or use of material which is now or may be hereafter imposed by Federal, State, Municipal, or any other governmental authorities upon either the Buyer or Seller which Seller is obliged to pay or collect shall be added to the purchase price and paid by Buyer unless Buyer provides Seller with an exemption certificate acceptable to the taxing authorities. Orders shipped to a New Jersey address will have the applicable six (6) percent New Jersey sales tax added. Seller does not have a GST number in Canada. Therefore, Seller does not collect GST at this time. Shipments in which third party carriers are designated may collect GST, duties, brokerage fees, and other related charges upon crossing the border from the United States to Canada. Third party carriers may also contact Buyer to determine if Buyer wishes to designate a broker. If Buyer does not have a broker, the third party shipper will designate one.

SHIPMENTS
All Goods are shipped F.O.B., point of shipment. Seller will route shipments the most economical way unless otherwise instructed by Buyer. Freight charges will be prepaid for Buyer’s account and added as a separate item on the invoice. Buyer may elect to use their own account for freight charges at Seller’s sole discretion. The cost of any special packing or special handling caused by Buyer's requirements or requests shall be added to the amount of the order. Seller will make a good faith effort to deliver orders at the time requested; however, Seller assumes no responsibility or liability and will accept no back charge for loss or damage due to delay or inability to deliver, whether or not such loss or damage was made known to Seller, including, but not limited to, liability for Seller's non-performance caused by acts of God, war, labor difficulties, accidents, inability to obtain Goods, delays of carriers, contractors or suppliers or any other causes of any kind whatever beyond the control of Seller. Under no circumstances shall Seller be liable for any special, consequential, incidental, indirect, or liquidated damages, losses, or expense (whether or not based on negligence) arising directly or indirectly from delays or failure to give notice of delay.

RETURNS
No merchandise may be returned without prior authorization from Seller or it will be refused and returned at Buyer’s expense. Goods being returned for a refund, credit, repair, or warranty must be pre-authorized by contacting Seller for a Return Goods Authorization (RGA) number. Indicate RGA number on shipping documents and on outside of package. Goods being returned for purposes of a refund or credit must be received by Seller within thirty (30) days of having been received by Buyer. Buyer assumes responsibility for return shipping. There will be no refunds for shipping or handling costs. Freight charges and a restocking charge of 15% are charged on all returns unless merchandise is found defective. Goods being returned must be in new condition, suitable for resale in its undamaged original packaging and with all its original parts and has not been used, installed, modified, rebuilt, reconditioned, repaired, altered or damaged. If the aforementioned conditions were not met, authorized returns shall be subject to the following deductions in addition to the 15% restocking charge: (a) cost of putting items in salable condition; (b) transportation charges, if not prepaid; and (c) handling charges. Items that are special ordered, made to customer specifications, non-inventory or non-stock items, cannot be returned for any credit due to their special nature unless found defective. Any defective product will be replaced with comparable replacement product or a refund will be given in the amount of the purchase price of original invoice (at Seller’s option). Absolutely no refunds or returns will be permitted for perishables or consumable items such as Chemicals or Chemical Additives.

TITLE AND RISK OF LOSS
The BILL OF LADING indicates that Goods shipped have now become Buyer’s property and is an acknowledgment by the Motor Truck Carrier of the receipt of the Shipment in good condition. Safe delivery is the responsibility of the Carrier. If Buyer causes or requests a Shipment delay, or if Seller ships or delivers the Goods erroneously as a result of inaccurate, incomplete or misleading information supplied by Buyer or its agents or employees, storage and all other additional costs and risks shall be borne solely by Buyer.

CLAIMS
Seller is not responsible for damage after Shipment pickup by Carrier. All Shipments must be thoroughly inspected upon Delivery. Any damage or shortage must be noted on the Delivery Receipt and signed by the Consignee or its agent and witnessed by Carrier driver/agent. Loss or damage claims must be reported immediately to Seller provided a Seller contracted Carrier was used for Delivery. Any claim for a Shipment by a Carrier arranged or contracted by the Buyer must be reported by the Buyer directly to their Carrier. The Buyer must not deduct transportation charges from the invoice, nor withhold payment or invoices awaiting adjustment of such claims, since it is the function of the Carrier to guarantee safe Delivery. Seller will give all reasonable assistance to the Buyer in collecting loss or damage claims from Carriers by furnishing the required backup documentation for legitimate claims.

INSPECTION
EXAMINE THE SHIPMENT CAREFULLY BEFORE SIGNING PARCEL OR DELIVERY RECEIPTS.

1. Motor Truck Shipments: If any damage is noted, or if the number of pieces received does not agree with the Bill of Lading, Buyer should not accept Shipment without shortage or damage noted on the Delivery Receipt by the Carrier's agent and Buyer should secure a signed copy of the Delivery Receipt from Carrier’s agent; failure to do so may jeopardize Buyer’s claim. If any concealed damage or shortage is discovered when unpacking, leave material and packing as is and notify agent of Carrier to inspect and make reference thereto on the freight bill. Consult Carrier for disposition of damaged articles.

2. Parcel Carrier Shipments: If any damage is noted upon Delivery from Parcel Carrier, refuse the Shipment. Parcel Carrier will return the Shipment to Seller. Seller will file a claim and send out a new Shipment as soon as possible dependent on Seller’s stock and manufacturer’s product availability. Buyer must report parcel count shortages immediately upon delivery to Parcel Carrier and Seller. All reports of shortage will be investigated promptly against recorded stock and shipping documents. If after opening the Shipment, Buyer or its agents or employees find concealed damage, Buyer must preserve Goods intact with the original packing and contact the Parcel Carrier and retain the Shipment for a prescribed period of time to enable the Parcel Carrier to inspect or collect the Shipment. Buyer may contact Seller at any time to place another order which will be handled separately from the damaged claim Shipment.

ACCEPTANCE
Claims for damage, concealed or otherwise, shortage or errors in shipping must be initiated within three (3) business days following Delivery to Buyer. If the Buyer fails to do this, Buyer is deemed to have accepted the Goods without exception. A Claim for shortage attributed to the Buyer’s count in packing must be made within seven (7) days from the date the Shipment is received. Buyer shall have seven (7) days from the date Buyer receives any Shipment to inspect such Goods for defects and nonconformance which are not due to damage, shortage or errors in shipping and notify Seller, in writing, of any defects, nonconformance or rejection of such products. After such seven (7) day period, Buyer shall be deemed to have irrevocably accepted the Goods, if not previously accepted. After such acceptance, Buyer shall have no right to reject the Goods for any reason or to revoke acceptance. Buyer hereby agrees that such seven (7) day period is a reasonable amount of time for such inspection and revocation. The sole and exclusive remedy for Goods alleged to be defective in material or workmanship will be the replacement of the merchandise subject to the manufacturer's inspection and warranty.

Export Orders
Buyer shall obtain all licenses, permits and approvals required by any government and shall comply with all applicable laws, rules, policies and procedures of the applicable government and other competent authorities. Buyer shall indemnify and hold Seller harmless for any violation or alleged violation by Buyer of such laws, rules, policies, or procedures. Buyer shall not export or re-export, directly or indirectly, separately or as part of any system, the Goods or any technical data received from Seller, without first obtaining any license required by the applicable government, including (without limitation) the United States government and/or any other applicable competent authority. Buyer also certifies that none of the Goods or technical data supplied by Seller will be sold or otherwise transferred to, or made available for use by or for, any entity that is engaged in the design, development, production, or use of biological, or chemical weapons or missile technology.

Export Control
All products purchased from Seller are purchased for use in the United States and Canada only. Except where specifically agreed in the warranty statement accompanying the product, Seller will not honor product warranties for products submitted for repair or replacement outside the United States or Canada. Buyer acknowledges that Goods purchased from Seller are subject to United States or Canada export control laws and regulations. Customer agrees to comply with all such laws and regulations.

WARRANTY
Seller offers goods of recognized manufacturers under their respective brand and trade names in accordance with their terms and conditions. The Buyer’s sole and exclusive warranty, if any, is that provided by the product’s manufacturer. Seller makes no expressed or implied warranties. Seller shall use its best efforts to obtain for the Buyer from the manufacturer, in accordance with the manufacturer's warranty or customary practices, the repair or replacement of goods that may prove defective in material or workmanship. The Buyer will bear all shipping and handling cost for returning products to the manufacturer or its designate. The foregoing shall constitute the exclusive remedy of the Buyer and the sole obligation of the Seller.

INDEMNIFICATION
The Buyer shall at its own expense apply for and obtain any permits and inspections required for the installation and/or use of the products. Seller makes no promise or representation that the products or services will conform to any federal, state or local laws ordinances, regulations, codes or standards, except as particularly specified and agreed upon in writing by an authorized representative of Seller. Seller shall not be responsible for any losses or damages sustained by the Buyer or any other person as a result of improper installation or misapplication of the products. Buyer shall defend, indemnify and hold harmless Seller and its agents and employees against any loss, damage, claim, suit, liability, judgment or expense (including, without limitation, attorney's fees) arising out of or in connection with any injury, disease or death of persons (including, without limitation, Buyer's employees and agents) or damage to or loss of any property or the environment, or violation of any applicable laws or regulations resulting from or in connection with the sale, transportation, installation, use, or repair of the products by Buyer or of the information, designs, services or other work supplied to Buyer, whether caused by the concurrent and/or contributory negligence of Buyer, Seller, or any of their agents, employees or suppliers. The obligations, indemnities and covenants contained in this paragraph shall survive the consummation or termination of this transaction.

ERRORS
Any omission or error in any sales literature, web page or site, order form, quotation, price list, order acknowledgement, invoice or other document issued by Seller may be corrected by Seller without liability. Seller will advise Buyer of any changes at time of order or as soon as is reasonably possible thereafter.

GOVERNING LAW; ARBITRATION
This agreement and any sales hereunder shall be governed by the laws of the State of New Jersey, without regard to conflicts of law rules. Both parties consent to the jurisdiction of Monmouth County, New Jersey courts over any matters arising out of this agreement or any sales hereunder. All actions, regardless of form, arising out of or related to this transaction or the Goods or Services sold hereunder must be brought against Seller within the applicable statutory period, but in no event more than ONE (1) YEAR after the date of invoice. Seller is an upstanding member of the Better Business Bureau. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the Better Business Bureau under its Rules of Binding Arbitration, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

ATTORNEYS’ FEES AND COSTS OF ENFORCEMENT
Seller shall be entitled to recover all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, costs of arbitration, and court costs incurred in any state or federal court or any other tribunal of enforcement of this Agreement.

SEVERABILITY
These terms and conditions of sale shall not be construed against the party preparing them, but shall be construed as if all parties jointly prepared these terms and conditions of sale and any uncertainty or ambiguity shall not be interpreted against any one party. If any provision hereof is held to be illegal, invalid or unenforceable under any present or future laws, such provision shall be fully severable and the terms and conditions herein shall be construed and enforced as if such illegal, invalid or unenforceable provision had never been made a part hereof. The remaining provisions herein shall remain in full force and effect and shall not be affected by such illegal, invalid or unenforceable provisions or by their severance herefrom.

NON-WAIVER
Seller's failure to insist upon the strict performance of any term or condition herein shall not be deemed a waiver of any of Seller's rights or remedies hereunder, nor of its right to insist upon the strict performance of the same or any other term herein in the future. No waiver of any term or condition hereunder shall be valid unless in writing and signed by a Seller Member.

ENTIRE AGREEMENT
This document constitutes the entire, complete, and exclusive agreement between the parties with respect to the subject matter hereof and contains all the agreements and conditions of sale; no course of dealing or usage of the trade shall be applicable unless expressly incorporated herein. The terms and conditions contained herein may not be added to, modified, superseded or otherwise altered except by a written modification signed by a Seller Member. All transactions shall be governed solely by the terms and conditions contained herein.

Effective Date: 1/27/2003

 
           
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