GENERAL TERMS AND CONDITIONS
Hack’s Carpet, Inc. (“Seller”) and purchaser (“Purchaser”) agree that the following General Terms and Conditions shall governed the sale of goods by Seller to Purchaser, unless otherwise agreed in writing signed by Seller. No sales representative or distributor of Seller has authority to alter, vary, or waive any of the terms or conditions stated herein. By placing an order with Seller, Purchaser consents to the General Terms and Conditions set forth below:
1. COMPLETE AGREEMENT.
This document represents the full and final agreement of the parties regarding these Terms and Conditions. Purchaser understands and agrees that
(a) no modification or waiver of these Terms and Conditions shall be effective unless made by an authorized representative of Seller in writing addressed to Purchaser and specifically referring to these Terms and Conditions;
(b) no course of action on the part of Seller shall modify these Terms and Conditions; and
(c) Seller’s acceptance of anything in writing from Purchaser which is in conflict with these Terms and Conditions (including any purchase order forms containing different terms) and any subsequent delivery of goods shall not constitute a modification of these Terms and Conditions.
2. TERMS OF PAYMENT.
The purchase price for the goods sold shall be as shown on the face of the invoice, F.O.B. Seller’s place of business, unless otherwise agreed to in writing by the parties. The purchase price shall be payable in United States currency in accordance with the terms outlined in the invoice.
Purchaser shall be responsible for shipping costs, insurance, and taxes and shall bear the risk of loss in shipment.
3. DISCLAIMER OF WARRANTIES
ALL GOODS ARE PURCHASED BY THE PURCHASER “AS IS” AND “WITH ALL FAULTS”, AND SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER WITH RESPECT TO THE GOODS.
Any affirmation of fact or promises made by Seller, or samples and/or pictures provided by Seller shall not be deemed to create an express warranty that the goods shall conform to such affirmation or promise or sample or picture.
Any descriptions, samples and specifications with respect to goods offered for sale herein are not warranted by Seller to be accurate or complete.
If a model or sample was shown to Purchaser, such model or sample was used merely to illustrate the general type and quality of goods sold by Seller and not to represent that the goods would necessarily conform to such model or sample.
Any description is for the sole purpose of identifying the goods and no affirmation, promise, description, sample or model shall be deemed part of the basis of the bargain.
SELLER STRONGLY RECOMMENDS THAT PURCHASER CONDUCT AN ON-SITE INSPECTION OF THE GOODS SOLD HEREUNDER.
SELLER SHALL NOT BE RESPONSIBLE FOR THE CONSEQUENCES OF PURCHASER’S FAILURE TO INSPECT THE GOODS OR FOR ANY INACCURACIES, INSUFFICIENCIES, OR OMISSIONS IN SUCH DESCRIPTIONS, SAMPLES AND/OR SPECIFICATIONS.
The employees or representatives of Seller are not authorized to make any statement or representation as to the quality, character, size condition, quantity, etc. of the goods offered for sale inconsistent with these Terms and Conditions. Any such statements made will not be binding on Seller or be grounds for any subsequent claim. AS THE GOODS ARE USED PRODUCTS AND PURCHASER HAS BEEN GIVEN THE OPPORTUNITY TO INSPECT SUCH GOODS, ALL SALES ARE FINAL.
4. DISCLAIMER OF LIABILITY.
Seller’s liability to Purchaser, or any person or entity, shall be limited to the extent permitted by law, to the express warranties set forth in Seller’s written warranty applicable to the goods, if any. Seller will not be responsible for any loss or injury resulting from defects or alleged defects in the goods sold or from the subsequent use of the items.
Purchaser agrees to defend any suit or action brought against Seller, its directors, officers, and employees by any person alleging injury, illness, or damage and to pay all damages, costs and expenses including, but not limited to, attorney’s fees or legal expenses in connection therewith or resulting therefrom.
Purchaser hereby agrees to defend, indemnify and hold harmless Seller its directors, officers, and employees from and against any and all liabilities, judgments, claims, settlements, damages, penalties, obligations and expenses, including attorney’s fees and expenses and other professional fees and expenses, incurred or suffered by such person arising from, by reason of, or in connection with any loss, damage or injury to person or property arising from, by reason of or in connection with the goods sold hereunder. This indemnification shall survive delivery of the goods to Purchaser and any subsequent sale or other transfer of the goods to a third party.
6. USED GOODS; AS-IS SALE.
Purchaser acknowledges that the goods have been used by a third party and that the goods are sold in their actual quality and state. Purchaser acknowledges that Purchaser has satisfied itself thoroughly by inspection, or has been encouraged by Seller to inspect such goods and has been given an opportunity to do so. The quality of the goods may vary from tile to tile, some of which are in better condition than others. Orders are generally filled with a mixture of tiles in various conditions.
Purchaser is responsible for payment of all applicable state and local taxes or for providing a valid sales tax exemption certificate.
In the event of inability for any reason to supply the total demands for the Goods specified, Seller may allocate its available supply among any or all of customers on such basis as it may deem fair and practical, without liability for any failure or performance which may result there from.
9. VENUE; JURISDICTION.
These General Conditions and any disputes arising out of the sale of goods by Seller, shall be governed by and construed according to the laws of the State of Georgia. Purchaser and Seller agree that all disputes arising here from or relating hereto and which the parties are unable to resolve amicably between themselves, may only be litigated or resolved in the courts of the State of Georgia, and, accordingly, the parties hereby freely and voluntarily consent TO the jurisdiction and venue of the Superior Court of Floyd County, Georgia, or the United States District Court for the Northern District of Georgia, Rome Division, as the proper forum for the resolution of any such dispute or claim between the parties.