TERMS & CONDITIONS OF PURCHASE
1. Acceptance of Terms: By placing an order with Middlestreet Graphics & Display, LLC for goods or providing written indication of acceptance of Seller’s quotation, the Buyer agrees to be bound by these Seller’s Purchasing Terms and Conditions (“Terms”). These Terms shall supersede any conflicting or additional terms proposed by the Buyer.
2. Orders and Specifications: All orders for Goods shall be submitted in writing or via an authorized electronic medium (email confirmation of quotation or returned signed quotation). The Buyer shall provide accurate and complete specifications, quantities, and any other relevant details for the Goods ordered. The Seller reserves the right to reject or modify any order that does not comply with these Terms or if the Goods are no longer available. No agreement or other understanding in any way purporting to modify this Purchase Order, including these Terms and Conditions of Purchase, shall be binding upon Seller unless made in writing and signed by an authorized representative from Seller. Seller is under no obligation to begin production unless authorized by a written purchase order, or aforementioned authorization from Buyer. Any impact to the timeline of the project, delivery, etc. caused by not receiving such authorization is borne by the Buyer only.
3. Price and Payment Terms: The price for the Goods shall be as specified in the Seller’s quotation or as mutually agreed upon by the parties in writing. Unless otherwise stated, all prices are exclusive of applicable taxes, duties, shipping, and handling charges.
a. Payment Due Date: Payment for the Goods shall be made within thirty (30) days or as specified on your quotation from the date of shipment.
b. Late Payment: In the event of late payment, the Buyer shall be liable to pay interest at a rate or 2% per month on the outstanding amount, calculated from the due date until the date of payment.
c. Payment Method: Payment shall be made in the currency specified by the Seller and through a mutually agreed-upon payment method, such as wire transfer, check, or electronic funds transfer (EFT). All payments made by credit/debit card are subject to a 3% service fee.
4. Shipment and Delivery: The Seller shall make reasonable efforts to fulfill orders promptly. The delivery timeframe shall be communicated to the Buyer upon order confirmation. The risk of loss or damage to the Goods shall transfer to the Buyer upon shipment origin.
5. Inspection and Acceptance: The Buyer shall inspect the Goods upon receipt and notify the Seller of any visible defects, damages, or discrepancies within 10 [ten] days from the date of delivery. Failure to provide timely notice shall constitute acceptance of the Goods.
6. Warranty and Returns: The Seller warrants that the Goods shall be free from defects in materials and workmanship for a period of [30 days] days from the date of delivery. If any defects are discovered within this warranty period, the Buyer shall promptly notify the Seller and return the defective Goods in accordance with the Seller’s return instructions. The Seller may, at its discretion, repair, replace, or refund the purchase price of the defective Goods.
7. Intellectual Property: The Buyer acknowledges that any intellectual property rights, including copyrights and trademarks, associated with the Goods shall remain the property of the Seller. The Buyer shall not reproduce, modify, or use the Seller’s intellectual property without prior written consent.
8. Force Majeure: The Seller shall not be liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including but not limited to acts of nature, war, global pandemic, terrorism, labor disputes, or government regulations.
9. Governing Law and Jurisdiction: (a) This Purchase Order shall be governed by and shall be construed according to the laws of the state of Ohio without regard to the conflicts of laws provisions under the laws of any state. The rights and obligations of the parties shall not be governed by the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. (b) Seller represents and warrants that this Purchase Order is being performed subject to all applicable federal, state or local laws, rules, regulations, ordinances or requisitions, and the Seller agrees upon request to furnish the Buyer a certificate to such effect, in such form as the Buyer may from time to time require
10. Relationship of the Parties: Seller and Buyer are independent contracting parties and nothing in this Purchase Order shall make either party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other.
11. SUBMISSION TO JURISDICTION. Any legal suit, action, or proceeding arising out of or relating to this transaction contemplated hereby shall be instituted in any United States federal court or state court located in the state of Ohio in the City of Columbus and County of Franklin, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action, or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.