Payment Terms. Payment is due within 30 days from invoice date. Discount terms (if applicable) are 1% if invoice is paid in full within 10 days of invoice date. Buyer agrees to pay at the rate of one and one half percent (1-1/2%) per month on all invoices not paid within the selling terms. Payments will be applied first to service charges invoiced to the date of payment on all outstanding purchase invoices and the balance, if any, to the oldest purchase invoice then outstanding.
Invoices. All materials and goods are billed on published weights; areas, size and lengths, and all weighing will be by theoretical weight of ASTM, which shall govern all settlements. All quotations are subject to prior sale unless otherwise specified in writing by Advanced Tower Components, Inc.
Shipments. If Buyer fails to make any payment when due, Advanced Tower Components, Inc. may in addition to any other right or remedy, defer shipment, cancel or stop shipment in transit until satisfactory arrangements have been made.
Delays. Advanced Tower Components, Inc. shall not be responsible or liable for failure to fill any order or orders when failure is due to: earthquakes, fires, floods, riots; or other civil disorder; any act of war; strikes, mill shortages; freight embargoes or transportation delays; shortages of labor; fuel or power, inability to secure materials or supplies at current prices or on account of shortages thereof, acts of God or of any public enemy; any existing or future statute, rule regulation, order, or act of the federal State or local governments (or agencies thereof) affecting the conduct of Advanced Tower Components, Inc. ‘s business; any other cause beyond Advanced Tower Components, Inc.’s reasonable control, whether affecting the procurement, production or transportation of the particular order.
Security interest. Advanced Tower Components, Inc. shall retain a security interest in all materials and goods until Buyer makes payment in full, Buyer by acceptance of the goods and materials described on the face of this document, grants to Advanced Tower Components, Inc. a security interest in all other inventory now or hereafter owned or possessed by the buyer to secure payment of the purchase price of the goods and materials. Buyer agrees within twenty-four (24) hours’ notice from Advanced Tower Components, Inc. to execute the appropriate UCC financing statements to evidence the security interests of Advanced Tower Components, Inc.
Risk of loss. Risk of loss or damage to goods shall be upon Buyer upon delivery by Advanced Tower Components, Inc. to the carrier, F.O.B. shipping point (or if delivered by Advanced Tower Components, Inc. vehicles F.O.B. jobsite).
Inspection — claims. Buyer shall inspect material against shipping papers upon delivery and unloading at destination. No claims for shortages or damaged material will be valid or recognized by Advanced Tower Components, Inc. unless written notice specifying the nature and extent of such shortage or damage is mailed to Advanced Tower Components, Inc. within five (5) days from the date of delivery accompanied by the original freight bill, with notation by the authorized agent of the carrier as to the items and quantities short or damaged. When delivery is by an Advanced Tower Components, Inc. truck, all claims for shortages and damaged material must be mailed to Advanced Tower Components, Inc. within 48 hours of the date of delivery. In no event shall Advanced Tower Components, Inc. be responsible for or liable for any incidental, special, or consequential damage or commercial loss of any type or nature by reason of such shortage or damaged materials.
Limited Warranty. Advanced Tower Components, Inc. warrants only to buyer that the materials shipped under any order conform to the description on the face thereof, subject to tolerances and variations consistent with usual and customary trade practices. Except for title, no other warranties extend beyond the description in respect to the materials, and the above warranty is expressly made in lieu of any and all other warranties express, implied or statutory, including the warranties of merchantability and fitness for a particular purpose or use, and no express or implied warranties except as above stated shall apply to goods or materials sold by Advanced Tower Components, Inc. and no waiver alterations or modifications of the foregoing shall be valid unless expressly made in writing and signed by an officer of Advanced Tower Components, Inc.. Should any items supplied by Advanced Tower Components, Inc. fail to conform to the description, Advanced Tower Components, Inc.’s liability shall be limited to repair or replacement of the item or refund of the purchase price, at Advanced Tower Components, Inc.’s option, if; (1) Buyer gives Advanced Tower Components, Inc. written notice specifying in detail the nonconformity or defect within ten (10) days from the date of delivery; (2) Buyer shall at its expense within ten (10) days after request return the items to Advanced Tower Components, Inc.’s yard; (3) Advanced Tower Components, Inc. inspectors determine in fact that the items are nonconforming or defective; and (4) terms of payment have been fully met.
Taxes. All prices quoted by Advanced Tower Components, Inc. are exclusive of all city, state and federal excise taxes, including, but without limitation, taxes on manufacture, sales, receipts, gross income, occupation, use and similar taxes.
Remedies. All purchases shall be governed by the uniform commercial code of the State of Oregon.
Agreement of sale. Conditions of any order by buyer which are inconsistent with the terms and conditions hereof shall not be binding on Advanced Tower Components, Inc. and shall not be considered applicable to the sale or shipment of any items by Advanced Tower Components, Inc. unless expressly agreed to in writing and signed by an executive officer of Advanced Tower Components, Inc.
Attorney fee provision. Advanced Tower Components, Inc. shall be entitled to its reasonable attorney’s fees in any effort to enforce this agreement whether or not a lawsuit is instituted. Should suit action or other proceeding be instituted to collect any amount due, Advanced Tower Components, Inc., shall be entitled to recover from the other party reasonable attorney fees in both trial and appellate courts. Assignment. Buyer may not assign or delegate the performance of any of the provisions of this agreement without Advanced Tower Components, Inc.’s prior written consent.