“Business Day” means a day (other than a Saturday, Sunday, or public holiday) when banks in California are open for business.
“Buyer” means the individual firm or company to whom a quotation is addressed or whose order is accepted by Seller.
“Ex-Stock Goods” means Goods which Seller already has in stock, and which are ready for delivery.
“Formulation” means any blend, flavoring system, capsule, tablet, or any other unique arrangement of ingredients/materials that Seller has developed or formulated.
“Goods” means Goods (or any part of them) set out in an Order.
“Order” means all orders including any Orders, subsequent orders, emails, or order confirmations, notwithstanding anything to the contrary contained in or incorporated into any such document from or oral statement made by Buyer. “Seller” means Cambridge Commodities Inc., a Delaware USA corporation with an office at Suite 100, 3071 Venture Drive, Lincoln, CA 95648, as applicable.
“Services” means Services (or any part of them) set out in an Order accepted in writing by an appropriate representative of Seller.
“Specification” means any specification for Goods and/or Services submitted in writing by Buyer with the Order and agreed to in writing by an appropriate representative of Seller, or if no specifications are submitted, then Seller’s standard specifications for such Goods/Services.
“Terms” means these Terms and Conditions of Sale.
All references to prices, Goods and Services contained in these Term & Conditions shall be taken to mean the prices, Goods and Services detailed in the Order as subsequently agreed or amended in writing by an appropriate representative of Seller.
II.APPLICATION OF TERMS
- 2.1 These Terms apply to all orders including any Orders, subsequent orders, or order confirmations, notwithstanding anything to the contrary contained in or incorporated into any such document from, or oral statement made by Buyer.
- 2.2 These Terms are the exclusive contract between Buyer and Seller, there are no terms, understandings, agreements, other than those stated herein. No other terms and conditions apply, and any additional or different terms provided by Buyer will be rejected by Seller unless they are expressly assented to by Seller in writing.
- 2.3 Buyer’s future submission of an Order is an acceptance of these Terms even when Buyer attempts to make acceptance conditional on assent to its own additional or different terms. or terms which are implied by trade, custom, practice, or course of dealing.
- 2.4 The Terms & Conditions may not be altered, amended, or waived except in writing signed by an appropriate representative of each of the parties. If any provisions of the Order or other writings, past, present, or future, are different from or are otherwise in conflict with these Terms, these Terms shall govern, and the terms contained in the Order or other writings are expressly rejected by Seller. Performance of an Order shall not be construed as acceptance of Buyer’s terms and conditions unless an appropriate representative of Seller expressly consents in writing to Buyer’s amendments or changes prior to shipment.
- 2.5 The Order constitutes an offer by Buyer to purchase Goods in accordance with these Terms. Buyer is responsible for ensuring that the terms of the Order and any applicable Specification, quantity, pricing, and delivery dates are complete and accurate.
- 2.6 An Order shall only be deemed to be accepted by Seller and a contract formed when an authorized representative of Seller accepts the Order.
- 2.7 Any samples, drawings, descriptive matter, or advertising produced by Seller and any descriptions or illustrations contained in Seller's catalogues or brochures are produced for the sole purpose of giving an approximate idea of Goods described in them. They shall not form part of these Terms or have any contractual force.
- 2.8 Buyer acknowledges that it has not relied on any statement, promise, samples, drawings, or representation made or given by or on behalf of Seller which are not specifically included or referenced in these Terms or any in any amendments or changes agreed to by an authorized representative of Seller prior to shipment.
- 3.1 Time for delivery of Goods and completion of Services will be as stated in the Order as agreed or amended in writing by an authorized representative of Seller prior to shipment but is not guaranteed. Except where otherwise stated by Seller, Seller shall deliver to Buyer’s U.S. premises stated in the Order. Seller reserves the right to refuse to deliver to Buyer’s U.S. premises stated in Buyer’s Order and in the event of such refusal Buyer and Seller will take such necessary steps to agree an alternative U.S. delivery location and any Order shall not be fulfilled until such alternative U.S. delivery location is agreed between the Parties. Delivery shall be in accordance with Incoterm DDP.
- 3.2 Any dates quoted for delivery or installation of Goods are approximate only, and the time of delivery is not of the essence. Once submitted, an Order is not cancellable nor is Seller liable for any direct or indirect losses that may arise, for any reason whatsoever, due to Seller’s failure to meet any stated or assumed delivery schedules. All deliveries will be accompanied by a delivery note which states the date of the Order, any relevant reference numbers, the type, and quantity of Goods and or Services delivered and any specific instructions relating to Goods.
- 3.3 Buyer may alternatively agree to collect Goods from Seller’s premises, or such other location as advised by Seller prior to delivery within 3 Business Days of Seller notifying Buyer that Goods are ready to collect.
- 3.4 Seller reserves the right to deliver less or more than the quantity of Goods ordered by up to 5%, such quantities to be determined by weight, and Buyer shall pay for the quantity delivered. Measurements of volume or weight are also subject to variation because of normal manufacturing or packing processes and Buyer must accept such variations up to 5% of the stated measurement with no adjustment in the price for such variations.
- 3.5 Failure or delay by Buyer to take delivery of or collect any one or more instalments of Goods delivered in accordance with these Terms shall entitle Seller to terminate fulfilling an Order either in whole or part. Except where such failure or delay is caused by a Force Majeure Event or Seller’s failure to comply with any of its obligations under these Terms, delivery of Goods shall be deemed to have been completed on the day when they arrived at the agreed delivery location. Seller shall store Goods until physical delivery or collection takes place and Buyer shall be responsible for all related costs and expenses (including insurance).
- 3.6 Liability for damage to Goods passes on delivery or collection of Goods by Buyer at which time risk in Goods shall be transferred to Buyer. Where Seller is notified of any damage to Goods whilst Seller has in transit, Seller shall either repair or replace Goods at its sole discretion.
- 3.7 If Buyer does not promptly unload the delivery vehicle used to deliver Goods to Buyer, Buyer shall indemnify Seller against any liability whatsoever, including, but not limited to, a liability to pay demurrage or similar payments owed to the owner/operator of the delivery vehicle in respect of the consequent delay.
- 3.8 As collateral security for the payment of the purchase price of the goods, Buyer hereby grants to Seller a lien on and security interest in and to all the right, title, and interest of Buyer in, to and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements of modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing.
The security interest granted under this provision constitutes a purchase money security interest under the California Uniform Commercial Code.
IV.PRICE AND PAYMENT
- 4.1 Subject to Section 4.2, the price for Services or each delivery of Goods will be as quoted ed by Seller. Prices quoted will be valid for 14 days.
- 4.2 Where Goods are delivered by instalments or Services performed in stages, Seller may invoice each instalment or stage separately. Where instalments are due to be delivered 6 months or more after the date of the submission of an Order, Seller shall be entitled to increase the prices of such Goods for any reason and shall notify Buyer of such increased prices prior to delivery. Save during the 14-day period in Section 4.1, Seller may also increase the prices of Goods to be delivered less than 6 months after the date of an Order, if Seller (in its sole discretion) considers the same to be justified by any material increase in the prices of raw materials used by Seller or other overhead costs incurred by Seller in the supply of Goods.
- 4.3 Seller’s price for Goods and/or Services (the “Price”) is calculated in US currency. All prices (which unless otherwise specifically stated are exclusive of VAT and any other applicable taxes, including hydrocarbon oil duty, where applicable, and do not include package charges) are net of taxes and are not subject to any discount.
- 4.4 Time of payment is of the essence. Full payment is due at time of purchase unless terms are approved by seller. The terms issued by seller will start when the invoice is issued at time of shipment. Payment shall be made without any deduction or withholding by Buyer except where required by law and Buyer is not entitled to assert any credit, deduction, set-off or counterclaim against Seller.
- 4.5 Accounts not paid in accordance with Section 4.4 shall be subject to a monthly finance charge, not to exceed 10% per annum. Such interest shall accrue daily from the due date until the date of actual payment of the overdue amount, whether before or after judgment. Buyer shall pay the interest together with the overdue amount. Where Buyer defaults in payment, Seller shall also be entitled to suspend any or all further deliveries of Goods and the performance of Services to Buyer.
- 4.6 Seller has the right to issue a supplementary invoice in respect of any increase in tax or duty between the date of dispatch and the date of delivery for which Seller may be liable to the appropriate authorities.
- 4.7 No disputes arising under these Terms or the sale of Goods or Services or delays (other than delays acknowledged by Seller in writing) shall interfere with prompt payment by Buyer.