Terms of Service
WoodCareUSA, LLC
General Terms & Conditions of Sale and Delivery
valid as of 1st January 2018.
For the purpose of these Terms and Conditions, the following definitions shall apply:
The seller: WoodCareUSA, LLC
The buyer: The party with whom the seller enters into contract of sale or supply.
The parties: The seller and the buyer.
Deliveries: The supply of goods or services from the seller, term used interchangeably with goods.
The offer: The seller’s offer to sale or deliver.
Buyer’s order confirmation: The buyer’s confirmation to buy.
Seller’s order confirmation: The seller’s acceptance of the buyer’s order confirmation.
The agreement: The offer, the buyer’s order confirmation and the seller’s acceptance of the buyer’s order confirmation.
Article 1. Scope
These terms and conditions of sale and delivery shall apply to the seller’s offers to sale or to deliver goods or services and all such deliveries as well as to the parties’ co-operation in its entirety unless expressly deviated from in a written agreement between the buyer and the seller.
Article 2. Binding contracts
The offer shall not be binding on the seller until the seller has confirmed the buyer’s order confirmation in writing. Drawings, pictures, size, and weight etc. are only binding on the seller if this has been explicitly agreed upon in writing.
If the seller’s order confirmation deviates from the buyer’s interpretation of the agreement, the buyer shall make his written objection within 24 hours from the dispatch date of the seller’s order confirmation, since otherwise the contents of the order confirmation will be binding on the buyer.
Any changes to the parties’ agreement are only binding if confirmed in writing to be binding on the seller. The seller’s employees are not authorized to enter into oral agreements, which exceed the contents of written agreements, which the buyer and the seller have entered into.
Article 3. Prices
Pricing is confirmed on the seller's invoice to the buyer. It is up to the buyer to report any discrepancies in pricing within 24 hours of the order confirmation. Should the discrepancy not be reported it is the buyer’s responsibility to pay the invoiced amount within terms.
Article 4. Time of delivery
The time of delivery specified in the seller’s order confirmation is an estimate. Delivery time specified relates to when the shipment is ready for transportation from our Duluth, Georgia warehouse. The seller shall not be liable for any delays.
Article 5. Freight
Freight is F.O.B. Shipping point. Carrier selection is at the seller’s discretion.
Article 6. Damage or Shortage Claims
If a shipment is received in damaged condition or short filled, the carrier's driver must note the exception on the freight bill at the time of delivery. It is essential that the buyer secure an exception notation and submit it to the carrier with their claim. Claims against transportation companies must be filed directly by the buyer to the carrier promptly or they may not be accepted. To protect the buyer’s interest please take all proper steps so that a claim may be filed by the buyer against the delivering carrier. Should WoodCareUSA, LLC General Terms & Conditions of Sale and Delivery concealed damage be suspected the buyer must immediately request an inspection of the shipment by the carrier. The seller is not responsible for damages or shortages as a result of mishandling by the freight carrier.
Article 7. Warrantee
The seller warranties the products to be free from manufacturing defect by the seller. Due to the variations in customer handling, environmental variations, substrate variations and methods of application that are not known or under our control the seller cannot make any warranties as to the end result. Under no circumstances shall the seller be liable for special, incidental, consequential or any other damages from alleged negligence, breach of warrantee, strict liability or any other legal theory arising out of the handling of this product. The sole remedy of the buyer and the sole liability of the seller for any claims shall be limited to the purchase price of the product which is the subject of the claim.
Article 8. Payment
Net 30 with approved credit. Overdue payments shall bear interest in the amount of 2% on amount due at any time calculated from the first day in every month. The seller is at any time entitled to accelerate depreciation on paid amounts regarding the seller’s oldest claims against the buyer, including previous costs and interests incurred. The buyer can only set off against the seller’s invoice claim if the seller acknowledges the justification of the buyer’s claim or if it is established by judgment. If the seller becomes aware of circumstances that question the buyer’s creditworthiness, the seller is entitled to demand immediate payment of all outstanding debts, including debts as to which the buyer has been allowed credit, as well as to demand payment in advance or guarantees regarding future deliveries.
Article 9. Return Goods Authorization
Returned goods will not be accepted without prior written authorization from an authorized representative of the seller. Unless the return is a result of a seller's shipping error the shipment must be FOB freight prepaid to the seller. A 30% restocking fee will be charged. Non-stock items or tinted items are not eligible for return. Only unopened containers in their original form, which have not met their 60% expiry date will be accepted for credit.
Article 10. Credits Issued
All account credits issued, must be used within 90 days of issuance. They expire after 90 days of issuance and are void.
Article 11. Exempt from liability (force majeure)
The parties are exempt from liability for delay or other breach of contract if the delay or the breach of contract is due to industrial disputes and any other circumstance beyond the control of the parties such as but not limited to fire, war, general mobilization or military conscription to a similar extent, requisition, seizure, currency restrictions, insurrection and civil unrest, shortage of transport, general shortage of materials, restriction in the use of power as well as defects or delays in deliveries by sub-contractors, provided that the above-mentioned circumstances delay or impede the fulfillment of the contract or make the fulfillment unreason able difficult, and provided that the circumstances’ influence on the fulfillment of the contract could not be foreseen at the time of the formation of the contract. The party claiming to be exempt from liability by reason of any of the said circumstances shall forthwith notify the other party in writing on the intervention and cessation of the circumstance. If force majeure impedes the buyer’s possibility to fulfill the agreement, the buyer shall nevertheless pay all costs, which the seller defrays for storage of the goods.
Notwithstanding any other consequences of these general terms and conditions of sale and delivery either party shall be entitled to terminate the contract by a written notice to the other party if the performance of the contract has been impeded for more than 6 months by one of the above circumstances.
Article 12. Jurisdiction and Applicable Law
Any dispute arising out of the agreement and anything in relation hereto shall be settled at the jurisdiction of the seller’s place of business in Duluth Georgia and in accordance with U.S. Federal and Georgia State law.