SALES ORDER TERMS AND CONDITIONS

 

TERMS & CONDITIONS OF SALE DATED February 1, 2024

 

1. Governing Terms.

All sales by any SWISS KRONO, LLC, SWISS KRONO SC, LLC or SWISS KRONO USA, INC. ("SK") to you ("Buyer") shall be governed exclusively by these Terms and Conditions of Sale and the provisions of SK’s invoice to Buyer (hereinafter jointly "SK’s Terms") except as otherwise provided herein. No oral promises or conditions not set forth SK’s Terms shall be binding upon SK, and any prior negotiations between the parties are merged therein; provided however, if SK and Buyer have a signed agreement that has terms and conditions that differ from SK's Terms, then the differing terms contained in the signed agreement shall supersede any conflicting terms contained herein, as applicable. In the event of a conflict between SK’s Terms and the terms and conditions of any order, purchase order or other document placed or used by Buyer, SK’s Terms shall take precedence over any other conditions or terms, and no contrary, additional or different terms and conditions shall be binding on SK unless accepted by SK in writing.

2. Limitation of warranty.

THE ONLY WARRANTIES MADE BY SK ARE THOSE SET FORTH IN SK’s PRODUCT OR PROMOTIONAL LITERATURE OR ON SK’s WEBSITES, www.swisskrono.com/us or www.swisskronousa.com. THOSE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. If this sale is based upon a sample, the sample shown by SK to Buyer is for demonstration purposes only.

3. Limitation of Liability.

SK’s liability for breach of warranty shall be limited to the cost of replacing rejected goods at the point of delivery following the proper and timely rejection by Buyer as described in paragraph 4 herein. Under no circumstances shall SK be liable for Buyer’s costs, lost profits, good will or other special, consequential or incidental damages of any nature.

4. Rejection.

A rejection of the goods by Buyer shall not be effective unless it is made and written notice thereof is received by SK within five (5) days after the goods arrive at the destination specified on SK’s invoice.

5. Title.

If this contract is an F.O.B. origin or F.A.S. sale, title and risk of loss pass to Buyer upon delivery of the goods to the carrier, any term or condition herein to the contrary notwithstanding. If this contract is a C.I.F. or C&F sale, title shall pass to Buyer upon loading of goods on board carrier. If under the bill of lading the goods are delivered to SK or SK’s order, or if SK retains documents covering the goods, such acts shall be deemed to be only for the purpose of securing performance by Buyer of its obligations. In the event of loss or damage in transit, Buyer shall nevertheless pay the full invoice price.

6. Default.

If Buyer becomes insolvent or defaults hereunder, SK at its option may defer delivery hereunder until the default is cured or may treat such default as a repudiation by Buyer of the order in its entirety, recall the goods and hold Buyer liable for such damages as SK may incur, including special, consequential and incidental damages.

7. Past Due Invoices.

SK reserves the right at any time to revoke any credit extended to Buyer because of Buyer’s failure to pay for any goods when due or for any reason deemed good and sufficient by SK. SK may impose a finance charge of 1.5% per month on past due invoices. SK shall have a lien on the goods for the contract price until paid in full. Buyer grants to SK a security interest in the goods to secure payment of the purchase price, and Buyer agrees to execute any additional documents necessary to perfect SK’s security interest in the goods.

8. Failure to take Delivery.

If Buyer fails to take delivery, the goods shall be held at Buyer’s sole risk in all respects. Nevertheless, SK, acting as Buyer’s agent and at Buyer’s expense, may thereafter store, insure and/or otherwise protect the goods or may resell same for Buyer’s account.

9. Cancellation.

No order shall be cancelled by Buyer. If Buyer is in default for failure to pay any previous invoice within credit terms at the expected date of shipment of an order, or if SK has received any adverse credit information about Buyer, or if SK is unable to procure adequate credit insurance on Buyer’s order, then, upon any such event, SK may delay shipment and/or cancel an order.

10. Credit Card Payments.

SK imposes a surcharge of 3% on credit card payments that is not greater than our cost of acceptance.

11. Force Majeure.

SK shall be free from any liability for delay or failure in shipment arising from strikes, lockouts, labor troubles of any kind, accidents, perils of the sea, fire, earthquake, civil commotion, war or consequences of war, government acts, restrictions or requisitions, pandemics, failure of manufacturers or suppliers to deliver, bankruptcy or insolvency of manufacturers or suppliers, suspension of shipping facilities, a default of carrier or any other contingency of whatsoever nature beyond SK’s control affecting production, transportation to boarding point, loading, forwarding or unloading at destination of the goods covered by this contract, including disturbances existing at the time this contract was made. In such a situation, if shipment or delivery is not made during the period contracted for, Buyer shall accept delivery under this contract when shipment is made; provided, however, Buyer, shall not be obligated to accept delivery if shipment is not made within a reasonable time after the cessation of the aforementioned impediments or causes.

12. Legal Proceedings.

Any legal proceedings respecting disputes between the parties shall exclusively be conducted in the Federal or State Courts with jurisdiction over disputes arising in Barnwell County, South Carolina and shall be governed by the laws of the State of South Carolina. Buyer and SK each submit to the exclusive jurisdiction of such Courts and the parties hereby expressly waive any objections or defenses they may have to the exclusive jurisdiction by, or to venue being proper in, the foregoing Courts.

13. Severability.

If any clause of these Terms and Conditions of Sale is determined by any tribunal to be unenforceable, the clause shall be deleted, and the balance hereof shall be binding upon the parties.

14. Cancellation by SK.

Confirmation of this order is subject to change or cancellation at any time.