Ekemo Studios
Goods & Services Contract for Sales and Trade Credit.
Goods and services provided by the Seller (Ekemo Studios Inc.) are sold in accordance with the Sellers Terms and Conditions herein. Seller offers to sell the goods or services described herein only upon the Terms and Conditions contained herein. The offer shall be deemed accepted and shall become a binding contract on the terms and conditions contained herein, (A) when buyer accepts this offer by either submitting verbal or written order. By accepting this offer, buyer waives all Terms and Conditions contained in buyers purchase order or other documents which are different from or additional to those contained and all such different or additional Terms & Conditions shall be null and void and of no effect.
PRICE (A) Unless other pricing arrangements are set forth on the face hereof, all orders shall be priced in accordance with Sellers prices in effect on the date of shipment. Seller reserves the right to revise any price previously quoted Buyer at any time with notification to buyer. Increases in labor, freight, and material costs before completion of contract plus applicable overhead may be invoiced to buyer upon notification and acceptance by the buyer. If buyer rejects changes the seller may cancel all or part of the order without liability. (B) Except as set forth on the face hereof, Sellers price does not include any tax or other charge now or hereafter imposed by law or regulation, domestic or foreign, upon any material herein sold or on the production, manufacture, sale, transportation, disposal or delivery thereof. Accordingly, in addition to the price specified herein, the amount of any such tax or other charge applicable to this transaction herein shall be paid by Buyer.
PAYMENT (A) Payment for all shipments hereunder shall be pre-paid unless a trade account to be paid within 31 days of the invoiced date as specified by the Seller on the invoice. Any other extension of trade credit terms such as a 30/60 or 30/60/90 day account the terms must be specified and signed by the Buyer and Seller. (B) A finance charge on the unpaid balance of the all trade account will be charged in accordance with the legal rates set forth allowed by the state of Alaska. (C) In addition to any other legal remedy, if Buyer fails to fulfill the terms of payment, Seller may, at its options, defer further delivery of goods hereunder or cancel all further delivery of goods to Buyer. (D) In the event Seller is required to commence collection action through a collection agency to recover any unpaid invoices for goods sold or delivered, Seller shall be entitled to interest on the unpaid balance at the highest legal rate permitted from the due date of invoice including any and all collection agency fees and costs.
ATTORNEYS & LEGAL FEES: If Seller pursues any legal action to enforce any of its rights, Seller shall be entitled to recover from Buyer all reasonable attorneys fees, any arbitrations costs and all other costs and expenses incurred by Seller to enforce this action. The buyer agrees that all cost necessary and reasonable incurred by the seller in the collection of this indebtedness will be paid by the buyer upon judgment. If a cash settlement is not possible at the time of judgment, buyer agrees to collateralize the debt with assets of equal or greater value. The assets must be acceptable by the Seller and have unencumbered liquid value that can be sold at the Sellers discretion to satisfy the Sellers cost in collection of the debt including but not limited to legal fees, advertisement and promotion to precipitate and finalize the sale of assets.
CANCELATIONS OF CUSTOM AND OR COMMISSION WORK: Should be made prior to the start of work. If buyer wishes to cancel an order in process or specific items within an order once work has begun on that item or items, the Buyer at the sellers discretion agrees pay a 20% cancelation fee, however, if the custom work is of such a nature that it is not marketable to the sellers normal customers because of the specific customization, but not limited to, i.e. customers name, logo, design or content not consistent with sellers market) the normal cost and profit margin, for the amount of work performed including packing, crating and any freight charges agrees to be paid by the Buyer, the Buyer at their discretion may take possession of the item or items upon payment.
DELIVERY OR PERFORMANCE unless otherwise specified on the face hereof, all deliveries are F.O.B. point of shipment Eagle River Alaska. Shipment will be made in accordance with instructions issued by Buyer, if the Buyer specifies no shipping instructions the Seller by default will choose the carrier. If the Buyer specifies the method of delivery other than a known commercial carrier such as, FedEx, UPS, US Postal Service, DHL, or Alaska Air Freight, upon delivery of goods to that carrier the Buyer agrees that they will assumes risk and liability of all loss and damage resulting from shipping and pay the Seller the full invoiced amount under the terms sold including any freight charges paid by the seller. Where possible merchandise may be sent freight collect. (Lynden Transport; does not insure for full value only $20.00 per hundred weight. On delivery to the carrier the Seller has no control over the delivery or performance of the carrier. The delivery dates are approximate and are not guaranteed by the seller.
FORCE MAJEURE Seller shall not be liable for any delay or other failure of performance due to causes beyond its reasonable control, including without limitation acts of God, acts of military or civil authorities, fire or other casualty, strikes, lockouts, weather, epidemic, illness or health, war, terrorism, riot, delays in transportation, or inability to obtain necessary labor, materials, components, equipment, services, energy or utilities through Sellers usual and regular sources at usual and regular prices. In any such event, Seller may, with notice to Buyer, at any time and from time to time without further liability (a) postpone its performance under this contract, (b) make partial performance or cancel all or any portion of this contract, or (c) allocate available quantities among its customers in any manner which Seller deems reasonable. Cancellation of any part of this contract shall not affect Sellers right to payment for performance of any other part hereof.
WARRANTY DISCLAIMER No warranty or affirmation of fact, express or implied.
LIMITATIONS OF DAMAGES (A) In no event shall Seller be liable for incidental, consequential or special damages arising out of or relating to the transaction herein.
(B) In no event shall the aggregate liabilities of Seller to Buyer arising out of or relating to the transaction herein exceed the purchase price paid by Buyer to Seller hereunder of the merchandise in respect of which such claim is made.
RIGHT OF RETURN
1.) Any merchandise damaged in shipping may be returned, if prepaid a refund will be issued by check on the return of the merchandise or credit to buyers account at the request of the Buyer. Please call 907 854-9911 for return shipping and packing instruction for damaged merchandise.
2.) If the Buyer or buyers representative has not had the opportunity to inspect the item or items prior to shipping, the buyer has the right of return provided that:
(A) The items or items to be returned is presented to Seller within 7 days from the delivery date to Buyer and it is dated for return shipment within 10 working days of delivery to the Buyer by the returning carrier. Failure of Buyer to give such notice or return items within the time allotted shall constitute a waiver by Buyer, at the Sellers discretion, of all returns and claims in respect thereto. If the Buyer returns the item or items to Seller in accordance with Sellers instructions concerning shipping, handling, insurance and other matters as to which Seller issues instructions the seller will pay the returning carriers freight charges. Failure to comply with these provisions shall invalidate any claim or returns by Buyer. (B) In no event shall Seller be liable for 1) Materials damaged in shipment. 2) Defects due to negligence, accident, abuse, improper care or storage, abnormal condition of temperature or moisture. 3) Damage to items that have been tampered with or altered in any way. 4) Expenses incurred by Buyer in attempting to correct any defects in any items.
PRODUCT SUITABILITY: Federal, state and localities may have codes and regulations governing the sales, construction, installation, and/or use of products for certain purposes, and such codes and regulations may vary from those in other states or localities. Seller cannot guarantee compliance with such codes and regulations, and further cannot be responsible for purchaser’s product installation or use. Before purchasing, selling and/or using a product, it is Buyers duty to review any federal, state and local codes and regulations, and ensure that the product and sales, construction, installation, and/or use of products will comply with such codes and regulations.
LIMITATION OF ACTION Any action for loss or damage with respect to goods or services, which are the subject of this contract, must be commenced by Buyer within 10 days from the date of delivery of goods or services or such claim shall be forever barred.
INDEMNIFICATION Buyer assumes all risk and liability for loss, damages or injury to persons or to the property of the Buyer arising out of the use or presence of materials purchased hereunder. Buyer agrees to indemnify and hold harmless Seller against any liability, damages, losses, costs, and expenses in connection with any suit or claim, including but not limited to any loss of use, loss of profits, damage or injuries to person or property arising out of or relating to any use of materials purchased by Buyer herein, whether such claims is made by Buyer, Buyers customers or other third parties.
CANCELLATION Seller may cancel this agreement as well as any or all other outstanding transactions between Seller and Buyer at any time without notice in the event that Buyer shall fail to perform or observe any term or condition hereof. Cancellation hereunder shall not prevent Seller from pursuing any other remedy available to Seller by law or from seeking all such damages to which Seller may be entitled.
ADVICE & ASSISTANCE Upon request, Seller in its discretion may furnish as an accommodation to Buyer technical advice or assistance regarding the goods or services. Seller assumes no obligation or liability for the advice or assistance given or the results obtained, which shall be at Buyers sole risk.
MISCELLANEOUS this contract constitutes the entire agreement between Buyer and Seller relating to the goods or services, which are the subject hereof. No modifications shall be binding upon the Seller unless in writing signed by Sellers duly authorized representative. If any term or provision of this contract shall to any extent be invalid or unenforceable, the remainder of the contract shall not be affected, thereby, and each term and provision of this contract shall continue to be valid and enforced to the fullest extent of the law. No waiver by either party of default shall be deemed a waiver of any subsequent default. The captions herein shall have no substantive significance. Buyer shall not assign or transfer this Agreement or the benefits thereof without the prior written consent of Seller.
CHOICE OF LAW AND JURISDICTION These Terms and Conditions shall be construed in accordance with the laws of the state of ALASKA, without regard to principles governing conflicts of laws. Buyer and Seller shall consent to the jurisdiction and venue of the federal and state courts situated in or having their suits over Anchorage, Alaska.
OTHER TERMS AND CONDITIONS MAY APPLY.
Signature
I _________________________________________ acting as the Owner or Agent for
_______________________________________________________ agree to the above terms and conditions to establish a trade account with Ekemo Studios.
Date/________/_________/_________
Trade Credit Application
Please print sign and mail a copy to Ekemo Studios and keep a copy for your reference.
Business _________________________________________________________________________
Address___________________________City_____________________State________Zip________
Phone____________________________________Fax_____________________________________
Number of years in business. ___________
Estimated 30 day Credit Requested ________________________________________________
Bank reference____________________________________Phone_____________________________
Please List three credit references.
1) Name__________________________________________________________________________
Address__________________________________________________________________________
City_____________________________________ State ______________Zip___________________
Phone____________________________________Fax_____________________________________
(2) Name__________________________________________________________________________
Address__________________________________________________________________________
City_____________________________________ State ______________Zip___________________
Phone____________________________________Fax_____________________________________
(3) Name__________________________________________________________________________
Address__________________________________________________________________________
City_____________________________________ State ______________Zip___________________
Phone_____________________________________Fax____________________________________
-