ORNUA (WISCONSIN) INGREDIENTS
d/b/a ORNUA INGREDIENTS NORTH AMERICA
Conditions of Sale
- Governing Law – Unless otherwise specified in Seller’s Acknowledgement, all orders are accepted by Seller at its general offices in Hilbert, Wisconsin, and shall be governed by and interpreted in accordance with the laws of the state of Wisconsin. Manufacture, shipment, and delivery are subject to any prohibition, restriction, priority allocation regulation or condition imposed by or on behalf of the United States of America or any other government body with appropriate jurisdiction which may prevent or interfere with fulfillment of any order.
- LIMITED WARRANTY – THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED (INCLUDING, BUT NOT BY WAY OF LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS FOR PURPOSE) ON ANY ORDER EXCEPT THAT SELLER WARRANTS TITLE TO ALL GOODS FURNISHED BY SELLER AND EXCEPT THAT ALL GOODS DESCRIBED ON SELLER’S ACKNOWLEDGEMENT OF PURCHASER’S PURCHASE ORDER WILL BE MANUFACTURED IN ACCORDANCE WITH THE SPECIFICATIONS, IF ANY, SET FORTH IN PURCHASER’S PURCHASE ORDER AND EXPRESSLY ACCEPTED IN SELLER’S ACKNOWLEDGEMENT SUBJECT TO SELLERS STANDARD MANUFACTURING VARIATIONS, WHERE GOODS HAVE LIMITED LIFE OR MAY DETERIORATE THROUGH AGE OR OTHER FACTOR SUCH AS IMPROPER STORAGE, SUCH LIMITED LIFE OR DETERIORATION IS NOT A DEFECT IN MATERIAL OR WORKMANSHIP OR A FAILURE TO CONFORM TO SPECIFICATION AS CONTEMPLATED HEREIN.
- Claims – Claims respecting the condition of goods, compliance with specifications, or any other matter affecting goods shipped to Purchaser must be made promptly, and unless otherwise agreed to in writing by Seller, in no event later than thirty (30) days after receipt of the goods by Purchaser. Purchaser shall set aside, protect, and hold such goods without further processing until Seller has an opportunity to inspect and advise of disposition, if any, to be made of such goods. In no event shall any goods be returned, reworked, or scrapped by Purchaser without the express written authorization of Seller.
- Terms of Payment – Seller’s standard terms of payment are Net thirty (30) DAYS FROM DATE OF INVOICE, PAYABLE IN U.S. Dollars. No discounts are authorized unless expressly agreed in writing by the parties. Pending credit approval, Seller may require payment in advance by cash, certified check, C.O.D., or irrevocable letter of credit. All sales are subject to approval of Seller’s credit department. The amount of credit or terms of payment may be changed by Seller at any time for any reason. If Purchaser fails to make payment when due or defaults in any way, Seller (1) reserves the right to withdraw credit and thereby suspend or cancel performance under any or all purchase orders, (2) reschedule in accordance with these terms and conditions, or (3) charge a late fee on any/all invoices past due at the rate of 1% per month or the highest rate allowable by law, whichever is lower. Each shipment shall be separately invoiced and paid for without regard to other shipments.
- LIMITATION OF PURCHASER’S REMEDIES – PURCHASER’S REMEDIES WITH RESPECT TO ANY CLAIM ARISING OUT OF ANY ORDER OR SELLER’S PERFORMANCE IN CONNECTION THEREWITH INCLUDING, WITHOUT LIMITATION, ANY CLAIM ARISING OUT OF DEFECT OR ALLEGED DEFECT IN ANY GOODS OR SERVICES FURNISHED BY SELLER SHALL BE LIMITED TO THE RIGHT OF REPLACEMENT OF SUCH GOODS OR SERVICES OR TO REPAYMENT OF THE PURCHASE PRICE, THEERFORE, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION, ANY LOSS OR ANTICIPATED PROFITS), INCURRED BY PURCHASER WITH RESPECT TO ANY GOODS OR SERVICES FURNISHED BY SELLER.
- Complete Agreement – The terms and conditions stated on the invoice shall supersede any and all terms and conditions set forth on purchaser’s purchase order.