Notice: Ordering goods from The CLI Group shall constitute an acceptance of the following terms and conditions. CLI does not agree to any different or additional terms in Purchaser's purchase order or other document unless specifically agreed to in writing by CLI.
1. Parties The CLI Group, will be referred to as "CLI", "us", "we", "our" or "seller" and the person or company purchasing will be referred to as "Purchaser", "you" or "your". All materials, goods, services or work described on the front hereof, regardless of type will be referred to as "Products."
2. Delivery Unless otherwise specified by CLI in writing, all shipments shall be made FOB Paterson, NJ. Risk of loss or damage in transit shall pass to Purchaser under all circumstances. CLI will ship via Purchaser's instructions when indicated. In the absence of Purchaser's instructions, CLI will utilize carriers of its choosing. It is understood that when parcel services are used for shipping, such as UPS or Federal Express, risk of loss or damage in transit is still borne by the Purchaser, even if CLI's freight account is used, prepaid for the Purchaser and added to the Purchaser's Product invoice from CLI. In the event of loss or damage, CLI will act as a conduit only and make its best effort to recover funds from carrier on behalf of Purchaser. CLI will forward such monetary recoveries to Purchaser less any amounts owed to CLI by Purchaser. CLI will not be responsible for any monetary deficiencies between the value of any lost or damaged material in transit, even if carrier claims that packaging was insufficient. As a courtesy only, CLI will insure each package for $500, unless Purchaser requests otherwise in writing, when shipped by parcel carrier such as UPS or Federal Express. The cost of such insurance will be added to the Purchaser's Product invoice from CLI. All delivery dates are approximate and partial deliveries are permissible. CLI reserves the right to ship all orders upon completion, regardless of delivery dates requested by Purchaser. CLI shall not be liable for damages of any description arising from delay in shipment or delivery. Shipment of Products shall be subject to Purchaser maintaining credit standing satisfactory to CLI. CLI may delay or suspend shipment at any time, pending receipt of adequate assurances from Purchaser (in CLI's sole discretion) of Purchaser's ability to pay. CLI may require payment in full, or partial prepayment, or payment of any outstanding amounts owed before shipment of the Products. CLI shall be entitled to cancel Purchaser's order in the event Purchaser fails to provide adequate assurances, without further liability or obligation to Purchaser.
3. Changes/Cancellation Orders placed and accepted by CLI (all orders are subject to acceptance by CLI's corporate office) may not be changed or cancelled except upon terms that will fully compensate CLI against loss. Orders for non-standard or custom products manufactured to Purchaser's specifications may be cancelled only prior to the commencement of manufacture and only to the extent that CLI is able to cancel orders for materials ordered for the manufacture of such products. Purchaser shall be liable to CLI for the cost of such materials and all tooling and set-up costs.
4. Returned Products / Claims Except where specifically stated to the contrary, all work is considered custom made, as such there are no refunds, returns or exchanges allowed without CLI's prior written consent. Risk of loss or damage during shipment is upon Purchaser. Any claim for loss or damage to Products during shipment shall be made by the Purchaser to the freight carrier, not CLI, even if CLI's carrier account is utilized. Within thirty (30) days after delivery to Purchaser of Products, Purchaser must give written notice to CLI of any claim by the Purchaser based on the condition, quality or grade of products, shortages, or of any claimed nonconformity with Purchaser's specifications. Failure to give timely notice, in writing, in accordance with this paragraph shall bar any claim with regard to same, shall constitute irrevocable acceptance by Purchaser of the Products and shall bind the Purchaser to pay full invoice price thereof. Accepted products shall not be returned without CLI's prior written consent and issuance of a Return Authorization (RA) number and designated freight carrier.
5. Force Majeure CLI shall not be liable for delays or defaults in the delivery caused by accidents, strikes, fires, floods, acts of God or public enemy, labor unrest, shortages of raw material, fuel or labor, interruption of transportation, governmental regulation or restriction, or any causes outside the Seller's reasonable control.
6. Overrun CLI, reserves the right to deliver an overrun or under run not to exceed CLI's standard practices.
7. Assignment Purchaser may not assign its rights or obligations hereunder without the prior written consent of CLI and any purported assignment without such consent shall be void and of no effect.
8. New Accounts/Payment Terms CLI subscribes to credit-reporting agencies that provide credit information. Purchaser's credit terms will be primarily based upon the information reported to CLI. CLI may also request additional credit information that would normally include three trade references plus bank information. Purchaser's first order will be invoiced after processing and requires a Proforma payment. Credit terms extended on subsequent orders will be based upon Purchaser's credit references, reports and payment history with CLI. Payment Terms offered are 1% 10 days, net 30 days for open accounts. Invoices are forwarded after processing is completed. Statements are submitted monthly at the end of the month. A finance charge of 1-1/2% per month or 18% annually will be charged on balances not paid within 30 days after invoice date.
9. Licensing or Royalty Fees Purchaser will be responsible for payment of any special licensing or royalty fees resulting from the use of graphic programs, files or images supplied by Purchaser that require such payments. Purchaser will indemnify CLI against any and all claims and expenses arising from file or image uses for which the customer does not have rights to or authority to use.
10. Limitation of Liability In no event shall CLI be liable for any incidental or consequential damages, including but not limited to, loss of profit, loss of use of production, loss of capital or loss of material. Purchaser's remedies are limited to set forth herein are exclusive and the total liability of CLI with respect to any contract, or anything done in connection therewith such as the performance or breach hereof, or from the manufacture, sale, delivery, resale, installation or use of products whether arising out of contract, negligence, strict tort, or under any warranty, or otherwise, shall not exceed the purchase price of the products upon which the liability is based. CLI is not responsible for processing or materials that are not our own. CLI is not responsible for freight costs, shortages and/or late shipments of other suppliers. CLI is not responsible for cost of Purchaser's own material. It is understood that Purchaser will independently determine the suitability of processed material(s) for its purposes. We suggest that you test, evaluate, and approve our work and products in use with other materials. We will be happy to supply you with samples, upon request. Seller makes no warranty, whether expressed or implied, including warranties of merchantability or fitness for a particular purpose. CLI is not responsible for goods held for pick-up, unprocessed incoming material, or finished goods waiting for Proforma payment, left for over 90 days. It is hereby agreed that any and all disputes and/or litigation between CLI and any Purchaser will be governed by the laws of the State of N.J., adjudicated in a court of competent jurisdiction having its situs in the State of New Jersey, County of Passaic.
11. Entire Agreement These provisions are incorporated into these terms and conditions of sale by reference. Purchaser and CLI acknowledge that these terms and conditions of sale, together with CLI's invoice, constitute the entire agreement between Purchaser and CLI with regard to the sale or transfer of the products and supersede all prior oral or written statements of any kind made by the parties or their representatives. These terms and conditions of sale may not be amended, modified or supplemented except by written agreement executed by the Purchaser and CLI. The terms and conditions of sale are hereby deemed by the parties to be severable and the invalidity of unenforceability of one provision shall not affect the validity and enforceability of any other provision.