1.  Sale of Goods. Seller is not obligated to sell any products to Buyer. Seller can deny the sales for any reasons and if it sees the sales as unfit to Seller’s company policy. Buyer is not obligated to buy any products from Seller as well. If Buyer purchases products from Seller, Seller will deliver the order under these conditions of sale of which buyer agrees to oblige.

 

2. Purchase Order.

a) Seller’s acceptance of Buyer’s purchase order is strictly conditional on Buyer’s agreement to these terms of sale and the mere action of accepting the purchase order do not constitute Seller’s acceptance of order, order acknowledgement or agreement to any terms of Buyer.

 

b) All purchase orders related to products from Armacorp, Inc. will be governed strictly by these terms of sale and any other mutually agreed upon written documents or provisions. Verbal confirmation is not valid and therefore, excluded.

 

c) Buyer’s silence, acceptance, or use of products constitutes its agreement to these terms of sale by Seller.

 

3.  Delivery. Seller’s standard delivery terms are FCA Seller’s warehouse for domestic sales. Unless Buyer provides shipping instructions, Seller reserves the right to choose shipment method by its own discretion of which buyer will be responsible of the cost. Armacorp, Inc. will not assume or pay any storage charges and extra fees incurred in the process of shipping. Seller reserves the right to make partial shipments and ship before proposed delivery date by Buyer.

 

4.  Purchase Price & Payments. 

a) Seller will provide an invoice to Buyer at the time of delivery.

b) All invoices must be paid, in full, as per agreed payment terms. Any balances not paid within the agreed payment terms will be subject to a five percent (5%) late payment penalty which will incur every month.

c) Quoted prices are valid for 10 days from the point of sending a quotation.

d) Cancellation: Cancellation charge may incur for cancelling an order for any reasons and some orders may not be cancellable due to the nature of its composition and other reasons.

e) All payments must be made in USD.

d) All Credit Card orders will be subject to 3 to 4.5% extra fees.

 

4.  Inspection of Goods & Rejection. Buyer is entitled to inspect the Goods upon delivery.

 

a) Claims hereon means products failing to adhere to governmental or organizational requirements, specifications of manufacturers, drawings or having defects in workmanship, quality, or material.

 

b) All claims must be made within thirty (30) calendar days of delivery of the products in order to be considered a case for warranty coverage.

 

c) All claims must constitute a proper paperwork, reasons for claim, proof and evident of defects or nonconformances written above on section (a).

 

d) Seller’s obligation to claims, if agreed by Seller to provide the Buyer with warranty, is to provide a refund of the purchase price, or replace the products in question. Seller is not responsible for any transportation charges and is not covered by warranty.

 

e) Seller does not cover for any item(s) that are altered, misused, neglect or damaged by accident or intentionally.

 

5. Governing Law: Buyer is responsible to know and abide by all local, municipal, state, international, U.S., federal law prior to purchasing.

 

6. Export Compliance: The purchasing company and the end users are not designated on any U.S. Government restricted party lists (e.g. SDN, Entity List, UVL, Debarred List, etc.). Buyer is aware of and familiar with the U.S. Export Administration Regulations (EAR) and/or the International Trafficking in Arms Regulations (ITAR). Buyer has an export control compliance program.

 

Buyer warrants that: products purchased from Armacorp, Inc. will NOT be used for any of end uses related to research, development, design, manufacture, construction, testing, sale, transfer, export, reexport, support, use or maintenance of : 1)         Nuclear End Uses; 2) Rocket/Missile Systems related to Nuclear, Chemical, Biological weapons delivery and/or launched in U.S. prohibited countries; 3) Chemical and Biological Weapons; and/or 4) for end use in any U.S. sanctioned countries such as Iran, North Korea, Syria, Cuba, Crimea, Russia.

 

 

7.  Title & Risk of Loss. All orders and delivery shall be FCA Seller’s point of shipment. Title & Risk of Loss pass on to the Buyer as soon as the products are delivered to the common carrier. All claims & losses should be filed by the Buyer to the transportation company directly.

 

For international orders, Title & Risk of Loss will pass onto Buyer as soon as the products leave the U.S.A.

 

8.  Excuse for Delay or Failure to Perform. Seller will not be liable to Buyer for any delay, non-delivery or default of this Agreement due to labor disputes, transportation shortage, delay or shortage of materials to produce the Goods, fires, accidents, Acts of God, or any other causes outside of Seller’s control. In the event of confronting excusable delays, Seller can extend the delivery by the period of such delay or Seller may cancel the order with respect to delayed products.

 

9.  Termination. Buyer may cancel the order, only in the event of Seller’s default which has not been resolved within ninety (90) days from the receipt of Buyer’s written notice requesting corrective measures and stating the nature of Seller’s default. Buyer will be responsible for payment of all Goods delivered and accepted up to the date of termination. 

 

10.  Disclaimer of Warranties. THE GOODS ARE SOLD ‘AS IS’. COVERAGE OF WARRANTY DOES NOT EXTEND BEYOND FACTORY WARRANTY. COVERAGE OF WARRANTY IS STRICTLY BASED ON MANUFACTURER’S OR DISTRIBUTOR’S POLICY. ALL WARRANTY AND CLAIM REQUEST MUST BE MADE WITHIN 30 DAYS OF SHIP DATE. ALL WARRANTY CLAIMS MUST ACCOMPANY REQUESTED DOCUMENTS AND MATERIALS AT THE TIME OF A CLAIM REQUEST HAS BEEN MADE BY BUYER. WARRANTY DOES NOT COVER COSTS OF REMOVAL & INSTALLATION OF PARTS, TRANSPORTATION, LABOR AND CONSEQUENTIAL DAMAGES OF ANY TYPE.

 

11.  Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL ARMACORP, INC. BE LIABILE TO THE BUYER OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, ANY COST OR EXPENSE (INCLUDING ATTORNEYS’ FEES AND EXPENSES) RESULTING FROM OR RELATING TO, DIRECTLY OR INDIRECTLY, THESE TERMS OF SALES, BUYERS CONTRACTUAL TERMS AND OBLIGATIONS TO THIRD PARTIES RELATED IN RESPECT TO THESE TERMS OF SALE, THE OPERATION, INSTALLATION, MODIFICATION, REPAIR AND MAINTENANCE OF PRODUCTS. BUYER COVENANTS AND AGREES THAT THE BUYER OR HIS/HER HEIRS, AGENTS, ASSIGNS SHALL NEVER BRING ANY ACTION IN ANY COURT OF LAW FROM ANY DISPUTE ARISING FROM THE PURCHASE AND SALE OF PRODUCT(S) SOLD BY ARMACORP, INC. AND ANY OF ITS AFFILIATES.

 

12.  Severability. In the event any provision of this Agreement is deemed by Seller to be invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable. 

 

13.  Waiver. The failure by Seller to exercise any right, power or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege. 

 

14.  Remedies and Legal Fees. In the event of a dispute, Buyer’s sole remedy for any and all losses or damages resulting from defective Goods or from any other cause will be based on the coverage of factory, distributor’s warranty or, with respect of Seller’s discretion, the purchase price of the particular Goods. In the event such dispute results in legal action, Buyer shall not hold Seller liable for any legal fees that may arise with respect to the dispute.

 

15.  Legal and Binding Agreement. This Agreement is legal and binding between the Parties as stated in the Purchase Order. Buyer’s transfer of Purchase Order to Seller and with Seller’s order acknowledgement, Buyer agrees to all of the terms and conditions of sale provided by Seller. This Agreement may be entered into and is legal and binding both in the United States, Europe, and Asia. The Parties each represent that they have the authority to enter into this Agreement.

 

16.  Governing Law and Jurisdiction. Buyer agrees that this Agreement shall be strictly governed, trialed, interpreted in accordance with the laws of the State of California and by its court. Buyer fully waives and renounces any claims or right to assert that any other jurisdictions than State of California governs, possess the right to have legal proceedings, and/ or present future domicile for any reason for these terms of sale resulting from or related to Buyer’s purchase order(s).