THESE STANDARD TERMS AND CONDITIONS ("Terms and Conditions") shall, together with any and all Invoices (each, an "Invoice" and collectively referred to with these Terms and Conditions as the "Agreement") govern the terms on which Carlo's Homemade Sauce, hereinafter referred to as "Seller," located at 74-02 Metropolitan Avenue, Middle Village NY, 11379, shall sell to the Buyer, as identified in the Invoice, the products set forth in the Invoice. The seller rejects any terms in the buyer's proposal or other documents that contradict the terms and conditions outlined in this agreement. These terms and conditions take precedence over any other terms proposed by the buyer.
Payment
Buyer agrees to pay all costs and fees as specified in the Invoice. All payments for amounts properly charged to Buyer hereunder shall be made in U.S. Dollars. Additional charges, including early cancellation fees, interest, and late fees, may be invoiced later.
All fees and other charges must be paid within 30 days of invoice, prior to additional orders or shipments. Buyer shall be responsible for all taxes, fees, and charges (including interest and penalties) related to an Invoice.
The seller reserves the right to pass on to the buyer any new or increased fees, assessments, taxes, or other charges that are imposed on or required to be collected by the seller, its subcontractors, or agents by any governmental agency or its designee. This may happen at any time. In addition, the Buyer will pay and be solely responsible for all taxes, fees, and charges levied directly upon it.
Amounts not paid in full when due will be subject to interest charges of the lesser of one and one-half percent (1.5%) per month or the highest amount permitted by law, which interest shall accrue daily. If the Buyer does not provide the Seller with written notice of any dispute related to a product, fees, or other charges within one (1) month of the date of an invoice, the invoice will be considered to be correct and binding on the Buyer. All payments must be made to the name and address specified in the Invoice unless otherwise directed. Buyer must act promptly to fulfill its obligations under this agreement as time
Limitation of Liability
a. No warranty is given other than what is stated herein. Express or implied guarantees are not made by the seller regarding the products. The products are provided “as is”. Seller explicitly states that they are not liable for any issues related to the quality, performance, accuracy, behavior, compatibility, reliability, or use of the products. The implied warranty of merchantability and fitness for a particular purpose is hereby disclaimed.
b. Limitation of liability. In no event shall the seller be liable for any damages arising from the performance of this agreement, including consequential, incidental, indirect, or special damages, such as lost profits or savings, and lost or damaged data. The limitations of liability will still apply even if the limited remedy fails or there is a claim by another party.
Product Descriptions
Carlo's Homemade Sauce attempts to be as accurate as possible. However, we do not warrant that product descriptions or other content of any Carlo's Homemade Sauce product or service are accurate, complete, reliable, current, or error-free. If a product offered by Carlo's Homemade Sauce itself is not as described, your sole remedy is to return it in unused condition.
Pricing
With respect to items sold by Carlo's Homemade Sauce, we cannot confirm the price of an item until you order. Although we strive to ensure accuracy, some items on our website may be priced incorrectly. If the correct price of an item sold by Carlo's Homemade Sauce is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation.
Risk Of Loss
The risk of loss and title for all items purchased passes to the Buyer upon our delivery to the carrier.
Returns, Refunds, and Title
Carlo's Homemade Sauce does not take title to returned items until the item arrives at our facility.
Export Policy
Sellers are required to adhere to all applicable export and re-export laws and regulations governing goods, software, technology, and services.
Miscellaneous
The laws of New York will apply to this Agreement without regard to conflict of law provisions. This is the entire agreement regarding the subject matter, superseding all previous communications, whether written or oral. This Agreement may only be amended or waived in writing and signed by both parties.
Suppose any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable. In that case, the remainder of the Agreement, which can be given effect without the invalid provision, shall continue in full force and effect and shall in no way be impaired or invalidated. Failure to enforce any provision of this Agreement shall not waive it or any other provision.
If either party brings litigation in connection with this Agreement, the prevailing party in such litigation shall be entitled to recover from the other party all costs, attorneys’ fees, and other expenses incurred by the prevailing party in the litigation.
Buyer agrees that any dispute with Carlo's Homemade Sauce shall be resolved solely by the state courts in Suffolk County, New York, or the United States District Court for the Eastern District of New York. The Buyer consents to personal jurisdiction and venue in Federal and State Courts located in New York.
