General Interpretation
I. In these conditions:AgriPower, Inc., AgriPower
Manufacturing & Services, Inc., or its subsidiaries are referred to herein
as "Seller." "Buyer" refers to the purchaser of any
products or services, written or verbally placed with and accepted by Seller into
which these Terms and Conditions are incorporated. "Goods" refers to the products
or services specified on a purchase order from Buyer to Seller.
Payment and Terms
I. Payments
are to be made to Seller without any deduction other than as stated in these
Terms and Conditions or the relevant invoice or statement. Seller may, on
written notice to Buyer, unilaterally correct any arithmetic, typographical, clerical, or related
errors contained herein, and the corrected copy hereof shall be binding upon
Buyer as if it was the original hereof. Any possible protest must be
communicated within ten (10) days after the invoice date. Unless otherwise
agreed to by Seller in writing, Buyer shall pay all invoices within thirty (30)
calendar days from the date of Seller's invoice.
II. Seller reserves the
right to request progressive or cash-in-advance payments. Goods custom
manufactured to Buyer specifications may require prepayment of a portion of the
full purchase price. Where Seller requires deposit payment, Buyer acknowledges
that the deposit is non-returnable. Seller reserves the right to invoice
separate parts of an order separately. Separate contract terms will be drawn,
agreed upon, and signed for certain orders.
III. If Buyer defaults on any payment due
hereunder, Seller reserves the right thereupon to suspend further deliveries
without notice, to refrain from the execution of further components or to cease
work on an order or of any subsequent order, or to terminate a delivery, until any outstanding
balances shall have been paid in full. If Seller receives payment from Buyer
more than fifteen (15) days after the invoice due date, Buyer will be charged a
late fee of twenty dollars ($20.00). In addition, delinquent payments shall
accrue a service charge of twelve percent (12%) per annum of the total unpaid
amount. The service charge accrues retroactively from the due date and is assessed
monthly or a portion of the month the balance is unpaid. Such amount is payable
to Seller without prejudice to other rights and before, as well as after
judgment. Payments made shall be applied by Seller in the following order: on
all late charges, if any, and then invoices beginning with the earliest date up
to the most recent. If Buyer is more than ninety (90) days in arrears, Seller
may refer collection of the unpaid amount to an attorney or collections agency.
In the event of default, Buyer agrees to pay all collections agency fees, late
fees, and accrued service charges. If the account is referred to an attorney,
Buyer agrees to pay all charges and expenses, including reasonable attorney's
charges and court costs, to the extent permitted by law. In the event of a
dispute hereunder, threatened or actual, between Seller and Buyer, Buyer shall
pay Seller all costs incurred by Seller in enforcing the terms and provisions
hereof, including, but not limited to, travel expenses, court costs, litigation
costs, and reasonable legal fees.
Default
I. Seller
may treat any default by Buyer in payment of any monies due to Seller as a
breach of these Terms and Conditions. In the event of Buyer's default
hereunder, Seller reserves the right to suspend further deliveries, refrain
from the execution of further components, cease work, or terminate a delivery. Whenever
an order includes start-up or service agreement, Seller shall not be obliged to
provide start-up or other services as long as payment to Seller is in default. Seller
shall be entitled to recover any losses or damages incurred as a result of such
default and to seek any other remedy provided by law.
II. If
Buyer defaults under any agreement with Seller, then Seller may immediately
reclaim, repossess, and take actual physical possession of all or any part of the
Goods transferred from Seller to Buyer. Buyer shall grant unrestricted access
to Goods to permit Seller to reclaim, repossess, and retake Goods physically.
III. Default is defined as, but not limited
to, Buyer's insolvency or the filing or institution of a proceeding under any
bankruptcy, reorganization, or similar law, by or against Buyer; an assignment for the benefit of creditors by
Buyer; the appointment of a receiver, trustee or custodian for any of the
property or assets of Buyer; and Buyer otherwise being in default of any
obligation to Seller hereunder or otherwise. By submitting an order to Seller,
Buyer warrants, represents, and covenants that it is solvent now and will be
solvent at shipment and agrees to notify Seller immediately in writing upon the
occurrence of any of the events set forth in this paragraph.