Terms and Conditions

This constitutes the terms and conditions pursuant to which the seller indentified on this site hereof (herein called “Seller”) agrees to sell the items described on the this site hereof to the buyer identified on this site hereof (herein called “Buyer”).  Seller and Buyer agree to be bound by all terms and conditions contained or incorporated herein, all of which are a part of these Terms & Conditions and should be carefully read.  These Terms & Conditions are the same Terms and Conditions as listed on every invoice from the Seller.

 

 

1. General. These terms and conditions supersede all prior communications and agreements, are exclusive and complete and shall not

in any way be modified or waived. except by an agreement in writing signed by a duly authorized representative of Seller. Notwithstanding any conflicting or different terms and conditions in any proposal or acceptance of Buyer, all shipments shall be only upon these terms and conditions. Buyer's acceptance of the items described on this site hereof shall constitute Buyers agreement that it will accept such items in accordance with these terms and conditions.

2. Delivery. Unless otherwise agreed in writing, all items are delivered F.O.B. Seller's plant at Union, New Jersey.

3. Prices; Taxes. The prices set forth on the reverse hereof are based on the price of gold in U.S. dollars per troy ounce established at the London fixing on the business day next following the date on which the order to which this invoice relates was received and accepted by Seller. The price to Buyer does not include any federal, state or local property, license, sales, service, use, excise, value added, gross receipts or other like taxes which may now or hereafter be applicable to, measured on or imposed upon or with respect to the items described on the reverse hereof, or the production, sale, delivery, transportation, replacement or use of any such items. Buyer shall pay, and, if Seller makes any such payment on Buyer s behalf for any reason, indemnify Seller for, all taxes, levies, imposts, duties, charges, and fees incurred in connection with the production, sale, delivery, transportation, replacement, or use of the items described on the reverse hereof.

4. Risk of Loss: Reservation of Title. Until paid for in full, each item described on the reverse hereof shall remain the property of Seller and Buyer hereby grants Seller a purchase money security interest in such item. Buyer agrees, if requested by Seller, to execute a security agreement or any other documents relating to each item described on the reverse hereof to protect and maintain Seller's security interest therein and to perform all acts which may be necessary to perfect such security interest. All risk of loss or damage shall pass to Buyer, and delivery shall be deemed complete, upon delivery of the items to a carrier at the point of shipment, notwithstanding any agreement which may he made with respect to other terms of delivery or payment of transportation charges or any retention of title by Seller or granting of a security interest to Seller.

5. Limitation of Liability. In no event shall Seller be liable for any special, indirect, incidental or consequential damages (whether arising in warranty, contract, negligence, actual or imputed. tort, patent infringement or otherwise) including, but not limited to, loss of profits or revenue, loss of use of the item(s) delivered, cost of capital, downtime costs or claims of customers of Buyer for such or other damages, whether on account of any nonconformance or defect in any items described on the reverse hereof or delays in delivery thereof or services performed thereon or any other reason, Seller's liability on any claim, whether in contract, negligence, actual or imputed, tort or otherwise for any loss or damage arising out of, connected with, or resulting from this invoice or the performance or breach thereof, or from the design, manufacture, sale, delivery, resale, repair, replacement, installation, inspection, operation or use of any items described on the reverse hereof shall in no case exceed the purchase price allocable to the item or part thereof which gives rise to the claim. All causes of action against Seller arising out of or relating to this invoice or tho performance or breach thereof shall expire unless brought within one year of the time of accrual thereof.

6. Payment; Interest. Payment shall be made to Seller in accordance with the terms set forth on the reverse hereof. All payments to Seller must either identify or be accompanied by this Invoice. In the event of any dispute over the amount payable to Seller pursuant to this invoice, Buyer must either pay the full amount set forth on the reverse hereof or pay such amount as shall not be in dispute and also advise Seller in writing of the basis of its dispute with the amount set forth on the reverse hereof. Seller's acceptance of partial payments for items sold pursuant to this invoice shall not relieve Buyer of its obligations to pay any remaining amount which is due or constitute a waiver of Sellers rights against Buyer hereunder. In the event of any failure by Buyer to pay timely any sum due to Seller hereunder. Buyer shall pay interest to Seller on the unpaid suns at a rate equal to the lesser of (i) 18 per annum and (it) the highest rate permitted under applicable

law. Buyer shall also reimburse Seller for all attorney's fees and expenses incurred by Seller in collecting any amounts due Seller under this invoice or enforcing any of Sellers rights hereunder.

7. Returns. Unless otherwise agreed in writing. any returns must be made to Seller at its address set forth on the reverse hereof and may only be made for the reasons set forth in Section 9. Prior to such return, Buyer must contact Seller in writing or by telephone and request and receive from a duly authorized representative of Seller a return authorization number. Each package containing a return item must be clearly marked with the return authorization number on the outside of the package or such return will not he accepted by Seller. Unless otherwise agreed in writing, returns will not he accepted by Seller if the returned item is received by Seller later than 30 days after receipt by Buyer.

8. Warranties of Seller. Seller warrants that each item described on the reverse hereof delivered to Buyer shall conform to the description of the Item set forth on the reverse hereof or to any specifications of Buyer that have been accepted in writing by Seller and shall when

delivered to Buyer be free from defects in material or workmanship. THE BILLING WEIGHTS SET FORTH ON THE REVERSE HEREOF MAY VARY FROM THE ACTUAL WEIGHTS DELIVERED DUE TO THE ESTABLISHMENT OF THE BILLING WEIGHT AT DIFFERING POINTS DURING PRODUCTION FOR EACH OF THE MANY TYPES OF FINISHED PRODUCTS.

THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WRITTEN, ORAL, EXPRESS OR IMPLIED, AND SELLER HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. Buyer's Remedies. Any claim by Buyer than an item delivered by Seller is not in conformity with the warranty set forth in Section 8 shall be deemed waived with respect to such item unless written notice from Buyer specifying such nonconformity is received by Seller in writing within 30 clays after receipt by Buyer of such item. In the case of any such non-conforming item, if Buyer notifies Seller and returns to Seller such item within 30 days after receipt thereof by Buyer and in accordance with Section 7. Seller will, at its option, either ship to

Buyer a conforming item (which may be the original item appropriately repaired) or return to Buyer the portion of the purchase price of the item previously paid. Seller will be responsible for all reasonable transportation charges paid by Buyer to return 'nonconforming items to Seller. All risk of loss of and damage to any item returned to Seller shall remain with Buyer until receipt of the item by Seller and all risk of loss of and damage to any repaired or replacement item shipped by Seller shall pass to and be borne by Buyer upon delivery of the item to a carrier at the point of shipment.

CORRECTION OF NONCONFORMITIES OR RETURN OF PURCHASE PRICE AGAINST RECEIPT BY SELLER OF ITEMS COVERED HEREBY, IN THE MANNER AND FOR THE PERIOD PROVIDED HEREIN, SHALL BE BUYER S EXCLUSIVE REMEDY AND SHALL CONSTITUTE FULLFILLMENT OF ALL LIABILITIES OF SELLER, WHETHER IN WARRANTY, CONTRACT, NEGLIGENCE, ACTUAL OR IMPUTED, TORT, OR OTHERWISE, WITH RESPECT TO NONCONFORMANCE OF ITEMS DELIVERED HEREUNDER

10. Partial Invalidity: Headings. If all or any part of provision herein shall for any reason be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and these terms and conditions shall be construed as it such invalid of unenforceable provision or portion thereof had never been contained herein. Section headings herein are for convenience of reference only

and shall not affect the construction or interpretation of these terms and conditions.

11. Affiliates. These terms and conditions shall also apply to any corporation, entity or person controlled by, controlling or under common control with Buyer which accepts from Seller the items described on the reverse hereof.

12. Waiver. NO waiver of any provision shall be implied by failure to enforce any right or remedy herein provided, and no express waiver shall affect any provision other than that in which the waiver is applicable and only for that occurrence.

13. Governing Law: Submission to Jurisdiction. All agreements between Buyer and Seller including the transaction to which this invoice relates and any matters relating thereto or arising therefrom, shall be governed by the substantive laws of the State of New Jersey. Buyer submits irrevocably to the jurisdiction of the courts of New Jersey and of the Federal Courts of the State of New Jersey with respect to any actions or proceedings relating to any such agreements, agrees to commence any actions or proceedings in such courts and consents to service of process by the mailing of copies to Buyer at its address on the reverse hereof, such service to be effective ten days after marling.

14. Confirmation and Statements Conclusive. Buyer shall be conclusively bound by the terms of this invoice and by any confirmation or statement of Buyers accounts received from Seller unless Buyer objects in writing within 30 days following receipt Buyer should direct any such objections in writing to Seller at the address set forth on the reverse hereof.

15. No Set Off. Any sums payable to Seller by Buyer shall be paid in full without deduction or set off by Buyer for or on account of any claim or defense against Seller or any affiliate of Seller or for any other reason whatsoever.

16. Seller Has No Responsibility for Recommendations. Buyer represents that Buyer did not enter into this transaction, and will not hold Seller responsible for any losses as a result of any prediction, recommendation. or representation made by any representative of Seller.

17. Copyright Notice. Tessler & Weiss/Premesco will not waive any proprietary rights on its copyrighted designs, Violators will be subject to litigation in Federal Court.