The Terms and Conditions listed below are the exclusive and binding agreement between the parties covering the sale of any and all products ("Product(s)") sold by Mitsubishi Chemical Imaging Corporation doing business as Future Graphics ("Seller"), are in lieu of all other terms and conditions appearing on Buyer's purchase order or elsewhere, and apply to all quotations made and orders accepted by Seller. Additional or different terms proposed by Buyer are hereby rejected unless specifically agreed by the parties in writing. For the avoidance of doubt, click through, click wrap, “I agree” or other electronic signatures on a Buyer website or in Buyer software shall not be deemed a signed writing for any sale of Products between the parties. Objection to any terms and conditions contained herein shall be deemed to have been waived unless written notice of such objection is received by Seller within ten (10) days of Buyer's receipt of these Terms and Conditions. Seller's shipment of the Products shall not be interpreted as acceptance of terms and conditions in Buyer's purchase order, on a Buyer website or software which are different from any terms and conditions contained herein..
- PRICE: (a) Prices quoted by Seller and availability of Products are subject to change without notice, unless expressly stated on Seller's proposal that prices are firm for a certain term or as otherwise agreed in writing by the parties. Prices do not include freight, which will be added separately on the invoice; freight charges are based on warehouse shipping location. (b) Buyer will be invoiced for Products according to the price in effect at the time of delivery of Products. (c) Minimum order is $100.00 (international orders may require higher minimum). (d) Prices listed are in U.S. dollars on U.S. originated invoices, unless otherwise noted. (e) Sales tax will be applied to all invoices unless a valid resale tax-exemption number and certificate is provided or is on file with Seller in accordance with Section 14 below.
- DELIVERY, TITLE, REFUSED ORDERS: Unless otherwise agreed in writing by Seller, delivery shall be FCA Seller's warehouse or designated shipping location (Incoterms 2010). Title to and risk of loss and liability for Products relating to or arising out of ownership or use of Product shall pass from Seller to Buyer at the time of delivery of Products to the common carrier for shipment. Refused orders shall be subject to a 25% restocking fee in addition to all freight charges and full payment of Products ordered. No future orders will be shipped unless this charge is paid in full. In addition, Buyer is responsible for all freight charges on validly cancelled orders.
- INSPECTION: Buyer shall inspect Products upon receipt. Regardless of whether Buyer inspects Products, all claims for alleged defects or shortfalls in Products are waived unless Seller is notified of the claim within five (5) days after delivery of shipment. No claim shall be effective if made after Products have been altered or used. Buyer shall afford Seller prompt and reasonable opportunity to inspect all goods to which any claim is made. No material shall be returned to Seller without Seller's express consent, a return authorization, and return instructions in accordance with the return procedures set forth below in Section 13.
- FREIGHT DAMAGE: Seller's warranty does not cover physical damage incurred in transit. If Buyer receives Product believed to be damaged during shipment, Buyer's sole remedy lies with the carrier and he should: (a) immediately notify Seller; (b) note any damage on the receipt and bill of lading; (c) file a claim with the carrier within five (5) days of receipt; and (d) retain all shipping cartons, packing materials and content in the same condition as it was received.
- PAYMENT TERMS: Unless otherwise agreed in writing by Seller, terms of payment shall be net thirty (30) days from the date of invoice. If payment is not received within such period, the outstanding balance shall accrue interest at a rate of one and one half percent (1.5 %) per month until paid.
- CREDIT: Buyer shall submit a credit application to Seller for approval. Credit is subject to advance approval by Seller, in its sole discretion. If the financial condition of Buyer at any time is such as to give Seller, in its judgment, reasonable grounds for concern about Buyer's ability to perform its obligations under a purchase order, Seller may require full or partial payment in advance or may suspend any further deliveries or continuance of the work to be performed by Seller until such payment has been received. Failure to furnish payment within ten (10) days of demand by Seller shall constitute a repudiation of the contract and in such event Seller shall be entitled to receive reimbursement for its cancellation charges in addition to any other rights available to it at law. In the event of bankruptcy or insolvency of Buyer or in the event any proceeding is brought by or against Buyer under the bankruptcy or insolvency laws, Seller shall be entitled to cancel any order outstanding at any time during the period allowed for filing claims against the estate and shall receive reimbursement for its cancellation charges.
- WARRANTY: Seller warrants that the Products will be free of defects in material and workmanship at the time of delivery. In the event that Buyer receives Product that is defective in material and workmanship at the time of delivery, Seller will replace or credit the value of the defective Product for a period of six (6) months from date of purchase. If Seller determines, in its sole discretion, that such Product is not defective, Buyer shall pay all freight and other reasonable costs incurred by Seller related to the returned Product.
- DISCLAIMER OF FURTHER WARRANTIES: THE WARRANTY SET FORTH IN SECTION 7 IS IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS OF THE PRODUCTS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF PATENT OR OTHER RIGHTS OF THIRD PARTIES.
- LIMITATION OF REMEDIES AND LIABILITY: NOTWITHSTANDING ANY CONTRARY PROVISION HEREOF OR THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, SELLER'S LIABILITY TO BUYER IN ANY CAUSE OF ACTION, WHETHER BASED ON CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION NEGLIGENCE, OR ANY OTHER THEORY, SHALL BE LIMITED TO THE PRICE PAID BY BUYER FOR THE SPECIFIC PRODUCTS GIVING RISE TO SUCH CLAIM. WITHOUT LIMITING THE FOREGOING, SELLER SHALL NOT BE LIABLE, AND BUYER WAIVES ALL CLAIMS AGAINST SELLER, FOR ANY LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. ANY CAUSE OF ACTION THAT BUYER MAY HAVE AGAINST SELLER AND WHICH MAY ARISE IN CONNECTION WITH THE PRODUCTS MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION HAS ACCRUED.
- SERVICES: All technical advice, recommendations and services provided by Seller are intended for use by persons having skill in the particular area of the services being provided. Such advice is provided to Buyer at its own risk, and Seller assumes no responsibility for any such advice, recommendations or services, and Buyer hereby waives all claims against Seller, for any results obtained or damages incurred from the use of Seller's advice, recommendations or services, absent willful misconduct.
- FORCE MAJEURE: Seller will not be liable for non-performance or delay in performance due wholly or partly to any cause not in its reasonable control or not avoidable by reasonable diligence (“Force Majeure”). Upon the occurrence of Force Majeure, Seller shall give Buyer reasonable notice thereof and may suspend or reduce deliveries during the period of Force Majeure, and the total quantity deliverable under this Agreement will be reduced by the quantities so omitted. The following, while not an exclusive listing, will be considered to be Force Majeure: labor controversies, severe weather conditions and court decrees; inability to use the full capacity of plants or facilities as a result of governmental action, machinery malfunctions or breakdown; and the inability (without litigation or the payment of penalties or unreasonable price or the acceptance of unreasonable terms and conditions) to obtain fuel, power, labor, containers, transportation, facilities or material necessary to produce the Products.
- SHORTAGES: If shortages occur in Seller's supply of Products for any reason other than a Force Majeure, Seller will allocate all Products produced among its customers, its own requirements, and the requirements of its or its parent's division, subsidiaries, and affiliates in a manner and amount that it deems fair and reasonable, without obligation to obtain similar goods from other sources. Seller may deduct any quantity not shipped to Buyer because of any such shortages of either Products or materials from the quantity specified in Buyer's Purchase Order.
- RETURN AUTHORIZATION: All returns require pre-approval of Seller. Buyer shall contact customer service to receive a Return Authorization (RA). All returned Product must include original packaging with all accessories and parts included. Seller may charge up to a 25% restocking fee. The RA must be marked on all returned packages. Buyer is responsible for all freight charges and should send returned Product postage pre-paid. Except in the case of defective Product, all returns must be made within thirty (30) days of delivery of Product.
- TAXES: (a) Buyer shall provide seller with a valid State Sales Tax Exemption Certificate. If Seller does not have Buyer's tax exempt information on file, sales tax shall be applied to invoices. (b) If new or increased taxes, excises or other governmental charges (other than taxes based on Seller’s income) are imposed on Seller for the production, sale or transportation of any of the Products after the date of the purchase order, Buyer will reimburse Seller for all amounts so imposed, or, if Buyer refuses to reimburse Seller for such amounts, Seller may, at its sole discretion, terminate the order as to such Products.
- NOTICES: All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be deemed received on the earlier of (i) the date actually received as evidenced in writing, regardless of how sent, (ii) three (3) business days after being mailed by United States certified or registered mail, return receipt requested, with postage prepaid, or (iii) the next business day, if sent by overnight courier.
- EXPORT COMPLIANCE: (a) Sales hereunder, unless otherwise indicated, constitute domestic sales within the United States. If Buyer elects to export Products, Buyer shall constitute the US principal party in interest or exporter for all purposes under applicable law. (b) Seller specifically reserves to itself all rights to drawback of duty or taxes paid on materials entering into the manufacture or production of the Products specified in any order. Buyer disclaims all interests in such rights and agrees to furnish Seller with proof of exportation and all other documents necessary to obtain payment of such drawbacks and to cooperate with Seller in obtaining such payment.
- GRATUITIES: Buyer warrants that it has not offered or given and will not offer or give to any employee, agent, or representative of Seller any gratuity with a view toward securing any business from Seller nor attempted to influence such person with respect to the terms, conditions, or performance of any contract or purchase order with Seller. Any breach of this warranty shall be a material breach of each and every contract between Buyer and Seller.
- ASSIGNMENT: Buyer shall not assign any purchase order, or any interest therein without the written consent of Seller. Any such actual or attempted assignment without Seller's prior written consent shall entitle Seller to cancel such purchase order upon written notice to Buyer.
- GOVERNING LAW: The validity and interpretation of these terms and conditions shall be governed by the laws of the state of California, without respect to its choice of law principles.
- GENERAL: (a) In the event that any of the provisions, or portions thereof, or interpretations by the parties or by either party of any provisions, or portions thereof, of these terms and conditions are held to be unenforceable or invalid by any court of competent jurisdiction, Seller and Buyer agree that the court shall enforce such provision to the maximum extent permissible, and the other terms and conditions will remain in full force and effect. (b) Waiver by Seller of any breach of any of the terms and conditions set forth herein shall not be construed as a waiver of any other breach, and the failure of Seller to exercise any right arising from any default of Buyer hereunder shall not be deemed to be a waiver of such right, which may be exercised at any subsequent time. (c) No amendment of these Terms and Conditions shall be valid and enforceable unless agreed to in writing by the Seller.
Sales and Pricing
- Minimum order is $100.00
- Pricing and availability are subject to change without notice.
- Prices listed in U.S. Dollars on U.S. originated invoices.
- Dealer's resale tax-exempt number must be on file or applicable sales tax will be added to invoice.
- Pre-paid, C.O.D., Wire Transfers
- Company Check, Cashiers Check, Money Order; All returned checks are subject to a $25.00 processing fee
- Credit Cards: MasterCard - Visa - American Express
- Pre-approved Credit Terms
- Credit subject to Future Graphics approval (See Credit Application).
- Standard payment terms are 30 days from date of invoice.