Jules Borel & Co. is herein referred to as the “Seller” and the customer or person or entity purchasing products (“Products”) from Seller is referred to as “Buyer.” These Terms and Conditions and any price list, schedule, quotation or invoice from Seller relevant to the sale of Products and all documents incorporated herein by reference or incorporated by reference in any such price list, schedule, quotation or invoice, constitute the entire agreement (“Agreement”) between Buyer and Seller regarding such sale. In the event of conflict between the language of a price list, schedule, quotation or invoice, the provisions of these Terms and Conditions will prevail.
All prices are subject to change without notice and are subject to Seller’s prices in effect at the time of shipment. All prices are net and exclude any taxes (including, but not limited to, city, county, state, and federal taxes where applicable), transportation, insurance and handling, which are to be borne by Buyer. Buyer shall indemnify, defend and hold Seller and its affiliates, officers, directors, owners and employees harmless from any loss, claim or damage suffered by Seller as a result of Buyer’s failure to pay such sums.
This section applies only to Buyers with approved payment terms on file with Seller. The general payment terms for such Buyers shall be Net 30, with payment due 30 days from the invoice date, unless otherwise agreed to by Seller in writing. Additional terms may apply depending on the customer and method of purchase. Seller reserves the right to modify payment terms as needed. Prior to making any delivery, Seller may require payment in advance or security for payment. Seller shall have the right, among other remedies, either to terminate the Agreement or to suspend further performance under the Agreement with Buyer in the event Buyer fails to make any payment when due (including payment in advance or providing security for payment) or if Buyer fails to comply with any provision of the Agreement. Buyer shall be liable for all expenses, including attorneys’ fees, related to the collection of past due amounts. Any overdue payment shall accrue interest at the lesser of (i) 1.5% per month or (ii) the maximum interest rate allowable under law. If Buyer’s financial responsibility becomes unsatisfactory to Seller, cash payment or satisfactory security may be required for future deliveries.
For purchases made through Shopify via credit card, payment must be made in full at the time of checkout. These transactions are processed securely through Shopify’s payment gateway. No credit terms are extended for Shopify orders unless otherwise agreed to by Seller in writing. Seller reserves the right to cancel or delay shipment if a payment is declined, flagged for fraud, or otherwise not completed successfully.
Buyer hereby grants Seller a security interest in all Products sold to Buyer by Seller, which security interest shall continue until all such Products are fully paid for in cash, and Buyer, upon Seller’s demand, will execute and deliver to Seller such instruments as Seller requests to protect and perfect such security interest. If Buyer fails to make payment for any Products when due, Seller reserves all of its rights and remedies at law or in equity, including Seller’s right to retake possession of such Products.
With respect to all products sold, Seller makes no warranties.
All products sold by Seller are sold as is and with all faults. However, the third-party manufacturer or supplier of a product may offer its own warranties, and Buyer agrees to look solely to such manufacturer or supplier for any warranty-related claim.
Seller expressly disclaims all other warranties, expressed or implied, including without limitation the implied warranties of merchantability and fitness for a particular purpose.
The liability of Seller shall be limited to the price paid for the products. In no event shall Seller be liable to Buyer or others for any indirect, special, incidental, or consequential damages resulting from performance or failure to perform under this agreement, or from the furnishing, performance, or use of any products sold pursuant hereto, whether due to a breach of contract, breach of warranty, negligence, or otherwise. Seller shall have no liability to Buyer or others for indirect or punitive damages, attorneys’ fees, or for any claim by a third party.
Seller shall use its reasonable judgment in making the selection of a delivery service, provided that, in no event, shall Seller be responsible for any delays or excess transportation charges resulting from its selection. Buyer shall bear all risk of loss to the Products immediately after Seller’s delivery of the Products to the delivery service thereof, due to any cause whatsoever.
Seller shall not be liable for delay in or prevention of its performance due to causes beyond its reasonable control, including but not limited to acts of God, strikes or other labor disputes, labor or material or transportation shortages, acts of governments, terrorism, war, or other similar occurrences.
It shall be deemed a default hereunder and Seller may terminate any previously accepted purchase order upon the occurrence of any of the following events: (a) if Buyer shall fail to comply with any of the covenants or conditions contained in this Agreement, or (b) if a material change occurs in Buyers financial condition, or Seller believes the prospect of payment or performance of the Buyer’s obligations hereunder are impaired. Seller shall provide written notice of such termination in the event of the items above. Buyer shall pay the entire amount of the agreed price for the Products immediately upon such termination, less any direct costs and fees saved by Seller as a result of such termination.
Such rights of Seller shall be in addition to any other rights and remedies of Seller as set forth herein or as allowed by law or in equity.
(a) Buyer agrees it will not assign this Agreement in whole or in part without Seller’s prior written consent, which may be withheld for any reason. (b) This Agreement shall be binding upon the successors and assigns of Seller and Buyer, and shall be governed by and construed in accordance with the laws of the State of Kansas. In the event of a dispute between the parties to enforce this Agreement, the Seller and Buyer agree that the venue shall be any state or Federal court in the State of Kansas. (c) These Terms and Conditions shall survive the cancellation, termination, and satisfaction of this Agreement. (d) Failure by Seller to exercise or enforce any rights under this Agreement shall not be deemed to be a waiver of any such right and shall not prevent Seller from exercising or enforcing any such right at any time thereafter. (e) If any provision of this Agreement is determined to be unenforceable, such unenforceability will not affect any other provision of this Agreement. (f ) All Seller’s products are sold pursuant to the provisions of this agreement. The provisions of this agreement shall govern and prevail over the provisions of any purchase order, memorandum, or other communication from Buyer in the absence of a separate written contract signed by an officer of Seller.
