1.1. These Customer Terms and Conditions of Sale (this “Agreement”) apply to all sales of Beefer® (the “Products” as defined herein) to you by Beefer USA Corp., a Delaware corporation doing business in Georgia and located at 1170 Howell Mill Road, Suite 300, Atlanta, GA 303018 (referred to herein as “Beefer,” “Company,” “we,” “us” or “our”).
1.2. An Officer of Beefer must confirm any variations to this Agreement in writing. By placing your Order (as defined herein), which is accepted by Beefer, you hereby accept the terms and conditions in this Agreement.
1.3. This Agreement supersedes any other Agreements between you and Beefer whether written or verbal, including but not limited to any terms and conditions you may submit in connection with your Order except that this Agreement does not supersede any Beefer agreement and/or policies we incorporate herein by reference that you may have entered into with us.
“Order” shall mean an order for the Products accepted by Beefer.
“Customer (“Buyer,” “you,” “your,” “Customer,” “Consumer,” or “Customer”)” shall mean the entity, business and/or individual, as identified on the Order, which intends to buy and use Beefer Products for its own use.
“Beefer (“us,” “our,” “we” or the “Company”)” shall mean Beefer USA Corporation, a Delaware corporation doing business in Georgia.
“Accepted Order” shall mean the acceptance of the order placed by you in accordance with Section 2.
“Parties” shall mean Beefer and the Customer and “Party” shall be construed accordingly.
“Price” shall mean the prices stated in the Order after the Order becomes an Accepted Order in accordance with Section 2.
“Products” shall mean grills and accessories that are marketed under the “Beefer®” brands.
Subject to the further terms and conditions you may have entered into with us, we will sell to you and you will purchase from us Products, subject to our approval and this Agreement. From time to time, we may provide you a quotation in advance of your placing an Order. Quotations are only valid in writing and during the period so stated. If a period is not specified the period is five (5) working days. Orders may be placed in writing, via E Mail, Internet online, telephone or fax. Receipt of your Order does not constitute acceptance of your Order. Acceptance of an Order will be communicated by us in writing (“Accepted Order”). Each Accepted Order shall be binding on both Parties. You agree that we may cancel items from your Order that are not in stock. All Products are subject to availability.
3.1. Prices. All unit prices are quoted and/or invoiced in U.S. Dollars and will be: a) those prices effective at the date of shipment; b) exclusive of any applicable tax, duty, import fees; c) inclusive of applicable discount; and d) subject to applicable shipping and handling charges as provided on a per-Order basis. We reserve the right to alter prices at any time prior to your Accepted Order.
3.2. Taxes. Any applicable sales tax will be invoiced as a separate line item for Orders unless we receive your proper tax-exempt documentation prior to shipment and invoicing.
3.3. Discounts. All applicable discounts are a) based upon our then-current applicable Customer pricing for your account; b) applied on a per-Order basis; c) applied on the net value per each Order; and d) applied only to shipments to the USA and Canada.
Payment must be made before your order is shipped or, if agreed in advance in writing between Beefer and the Customer, within fourteen (14) days of the invoice date. If payment is not made in full by the due date on the invoice, we reserve the right to charge interest on all overdue payment amounts at the maximum statutory rate on the late amount and to suspend further shipments of the Products. If due to default in payment we incur additional costs in collecting the debt, such as legal or debt collection fees, then you are liable to pay for any cost of recovery. Time for payment shall be of the essence. Checks may only be accepted conditionally until cleared funds have been received in respect of such checks by Beefer.
5.1. Delivery. Any delivery period, if stated, is approximate, and time of delivery shall not be of the essence. Beefer shall make reasonable efforts to fulfill promises of shipment and deliver to the address shown on the Order, but no liability for failure to do so can be accepted by Beefer. Shipment will only be effected by your ship-to delivery address unless the Company has specifically agreed to the contrary. The Company reserves the right to shipment Products in installments.
5.2. Risk. All items purchased from us and delivered by a third party carrier are made pursuant to a shipment contract. This means that all risk of loss passes to you upon our delivery to the third party carrier or, if collected by your agent, all risk of loss passes upon our delivery to your agent.
6.1. Acceptance. You will inspect the Products within a reasonable time after their receipt and you will be deemed to have accepted them unless within three (3) days after their receipt you notify us that the Products are rejected. If no such action is taken, we will consider the items as being accepted.
6.2. Returns. If we agree to the return of the Product at our choosing, it must be within five (5) days of receipt of Products; in its original condition with packaging, a return note and proof of purchase; must have been authorized by us prior to the return and include a return authorization number clearly visible on the outside of the return shipping carton or Beefer will refuse the return; the return costs may also be payable by you. Beefer will reimburse the purchase price if Product is returned in its original unused condition. If customer has used the Product, the purchase price will be reduced in Beefer’s discretion. You are liable for any loss resulting from your failure to comply with our carrier’s requirements with respect to notification of damage, shortage and non-shipment of Products. The carrier’s non-shipment of products must be advised in writing to the carrier and us within ten (10) days from the date of the invoice. You must retain damaged Products for inspection by us at our discretion. Returned Products must be sent carriage paid. Restocking fee may apply.
Beefer Products come with various limited Customer warranties, with which you are agree to become familiar. You will find Beefer Product warranties at located at www.beefer.com/warranties.
WE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH ANY ORDER PLACED WHETHER OR NOT ACCEPTED BY US, INCLUDING BUT NOT LIMITED TO 1) LOSS OF BUSINESS PROFITS, SALARY, REVENUE, SAVINGS, 2) DAMAGE REMEDIED BY BEEFER WITHIN A REASONABLE TIME, 3) LOSS AVOIDABLE BY YOU THROUGH REASONABLE CONDUCT, 4) SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR RELIANCE DAMAGES, OR 5) ALL ITEMS EXCLUDED FROM THE WARRANTY OR BY FORCE MAJEURE, ARISING OUT OF OR IN CONNECTION WITH THE BEEFER PRODUCTS OR THIS AGREEMENT, UNDER ANY LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSES OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. WE DO NOT EXCLUDE OR LIMIT OUR LIABILITY OR THE LIABILITY OF ANY OTHER PERSON FOR DEATH OR PERSONAL INJURY RESULTING FROM OUR OR THEIR NEGLIGENCE OR FOR FRAUDULENT MISREPRESENTATION. EXCEPT AS SET OUT ABOVE AND IN RELATION TO OUR CONTRACTUAL OBLIGATIONS TO SUPPLY PRODUCTS FOLLOWING ACCEPTANCE OF ORDERS PLACED, NEITHER WE NOR ANY OF OUR AGENTS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER REPRESENTATIVES WILL BE LIABLE IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE FOR ANY LOSS OR DAMAGE WHATSOEVER IN ANY WAY CONNECTED WITH YOUR ORDER OR THIS AGREEMENT.
We own various proprietary and intellectual property rights in connection with the Products, including but not limited to patents, copyrights, domain names and trademarks (“Content”). No Content owned or licensed by us may be copied, reproduced, republished, uploaded, downloaded, posted, transmitted, distributed, resold, modified or registered without prior, written permission from us.
Beefer is not liable for delays in performance (including delivery and shipment) caused by circumstances beyond its reasonable control and will be entitled to a time extension for performance; examples include strikes, terrorist acts, war, supplier, transport, shortage of raw material, production problems, governmental or regulatory action or natural disasters.
Beefer may terminate this Agreement with immediate written notice if you:
(I) fail to pay sums due under the Agreement in accordance with the terms of the Agreement; or
(II) violate any provision of this Agreement; or
(III) become insolvent or are unable to pay debts as they fall due.
(a) Customer may not set off claims Customer may have against Beefer against any indebtedness or liability of Customer hereunder.
(b) Except as otherwise expressly provided herein or in a written document, signed by Beefer and Customer, this document and attachments and exhibits thereto constitute the entire agreement between Beefer and Customer with respect to the subject matter herein contained and all prior agreements and communications between Beefer and Customer, whether oral or written, are superseded by this Agreement.
(c) No modification, limitation, waiver or discharge of this Agreement or of any of its terms shall bind Beefer unless in writing and signed by a duly authorized employee of Beefer. The failure of Beefer to insist, in one or more instances, on performance by Customer in strict compliance with the terms and conditions hereof shall not be deemed a waiver or relinquishment of any right granted hereunder with respect to any succeeding breach of the same or other provision hereof.
(d) These Terms shall be governed by, and construed, interpreted and enforced under the laws of the State of Delaware without giving effect to the conflict of laws principles.
(e) In connection with any litigation, including appellate proceedings, arising out of or pertaining to any of the contractual relationships between Beefer and Customer or the breach thereof, as contemplated herein, all costs and expenses, including reasonable attorneys fees, shall be borne by the losing party or, as the case may be, shall be prorated to properly reflect any partial losing or prevailing of the parties to such litigation.
(f) If any clause of this Agreement is deemed to be invalid or unenforceable by a court, the remainder of the provisions of the Agreement shall not be affected. Beefer may subcontract, assign or transfer its obligations or rights to a competent third party whether in whole or in part. You may not assign or transfer any of your obligations.
(g) All notices required hereunder shall be in writing and sent by first class mail or by telefax, FedEx or E Mail to such addresses as stated in the Order placed by you, or if to us to the address set forth in Section 1.1 above.
(h) This Agreement supersedes all prior agreements, arrangements and understandings, transactions or statements between the Parties and constitutes the entire agreement between the Parties relating to the subject matter hereof, except that this Agreement does not supersede any agreement and/or policies expressly incorporated herein by reference that you may have entered into with us. If there is any inconsistency between this Agreement and any other agreement, the terms of this Agreement shall prevail. Neither Party is entering into this Agreement or any of the arrangements contemplated by this Agreement in reliance upon any representation or warranty not expressly set out in this Agreement.
This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof. The parties hereby submit to the exclusive jurisdiction of, and venue in, the state and federal courts located in Dover, Delaware, for the purposes of enforcing any rights or obligations under this Agreement or the breach thereof.