Scheduling Orders: Products scheduled to ship within a 60-day window from original ship date on P.O. are non-cancelable. Products scheduled to ship within the 61~90 day window may be rescheduled, but the product must be taken within three months of the original scheduled date and may only be rescheduled only one time.
Pricing and Delivery: Scheduled orders must be shipped in full over a 12-month period. If the amount scheduled by the customer and delivered by eUrasia Power within this period is less than the amount ordered, or if cancellation occurs, a bill-back invoice will be issued reflecting the difference in price between the quantities ordered and the quantity delivered. eUrasia Power expressly disclaims any representation or warranty concerning “most favored customer” pricing which may appear in any of Customer’s documents in connection with the sale of any Goods by eUrasia Power to Customer.
Payment Terms: The customer shall apply for a credit line with eUrasia Power by providing three (3) trade references and bank account information to eUrasia Power’s accounting department prior to product being shipped.
With eUrasia Power’s approval, payment terms are net thirty (30) days from date of eUrasia Power’s invoice. eUrasia Power shall have the right, among other remedies, either to terminate this sale or to stop products in transit in the event Buyer fails to make any payment when due. Buyer shall be liable for all expenses, including attorneys’ fees, relating to the collection of past due amounts. If any payment owed to eUrasia Power is not paid when due, it shall bear interest, at a rate to be determined by eUrasia Power, which shall not exceed the maximum rate permitted by law, from the date on which it is due until it is paid.
Should customer’s financial condition become unsatisfactory to eUrasia Power, cash payments or security satisfactory to eUrasia Power may be required by eUrasia Power prior to shipment or future deliveries of products. If such cash payment or security is not provided, in addition to eUrasia Power’s other rights and remedies, eUrasia Power may discontinue deliveries.
Customer hereby grants eUrasia Power a security interest in all products sold to Customer by eUrasia Power, which security interest shall continue until all such Products are fully paid for in cash, and Buyer, upon eUrasia Power’s demand, will execute and deliver to eUrasia Power such instruments as eUrasia Power requests to protect such security interest.
Payment Terms for International Accounts The terms of payment shell be either letter of credit or bank-to-bank wire transfer. Any other method of payment will require prior approval by eUrasia Power.
Shipping: Unless other arrangements are approved by eUrasia Power, all shipments will be FOB Camarillo, California. Title to product shall pass to customer immediately upon acceptance by common carrier. Customers may designate specific carriers and international customers may specify a freight forwarding agent. If customer does not specify a carrier, eUrasia Power will deliver the Products to a carrier chosen by eUrasia Power on customer’s behalf. In either case, any claims for shortages or damages suffered in transit are the responsibility of the customer and shall be submitted by the customer directly to the carrier. Shortages or damages must be acknowledged and signed for at the time of delivery. Customer shall inspect the Products delivered to it by eUrasia Power immediately upon receipt and failure of customer to give eUrasia Power notice of any claim within thirty (30) days after receipt of such Products shall be an unqualified acceptance of such Products. While eUrasia Power will use all reasonable commercial efforts to ship in accordance with the delivery date(s) acknowledged or quoted by eUrasia Power, all shipping dates are approximate and not guaranteed. eUrasia Power reserves the right to make partial shipments. If the Customer’s order does not contain shipping instructions, the Customer will pay freight charges at the rates applicable on the date of shipment. Such freight charges will be included on the invoice for the Products. Freight and other transportation charges incurred in connection with shipping instructions specified by Buyer will be at Buyer’s expense and such shipments will be made COLLECT.
Prices / Taxes: Prices quoted are good for 30 days unless otherwise stated on a quotation. The pricing does not include taxes or tariffs (i.e. Section 301 Action by the United States Trade Representative). If Eurasia Power shall be liable to collect and/or pay, any of these taxes or tariffs, Buyer shall pay same to Eurasia Power in addition to the price of the Products. Furthermore, Customer shall bear the cost of any taxes, levies, duties or fees of any kind, nature or description whatsoever incurred thereafter as a result of the sale of any products by eUrasia Power to the customer. All such sums shall be paid forthwith by customer to eUrasia Power upon demand, unless customer shall provide eUrasia Power with appropriate tax exemption certificates or licenses.
Claims: Customer agrees to inspect the delivered Goods for conformity to Customer’s order promptly upon delivery. Customer shall have a period of thirty (30) days from eUrasia Power’s shipment of the Goods to reject the Goods or otherwise provide eUrasia Power with written notice of any claim associated with the conformity of the Goods to Buyer’s order or any applicable specifications. If no such rejection or notice has been received by eUrasia Power within such 30 day period, Customer shall be deemed to have accepted the Goods and waived any claims (other than warranty and patent infringement claims which shall be unaffected) associated with conformity of the Goods to Customer’s order and any packaging, shipping and handling or delivery specifications of Customer. No charge or expense incident to any claims will be allowed unless approved by eUrasia Power. Goods shall not be returned to eUrasia Power without eUrasia Powers prior permission, and then only in the manner prescribed by eUrasia Power. No claim shall be allowable if the goods have been modified in any manner.
Force Majeure: Any delay or failure in performance hereunder by a party of parties hereto shall be excused if and to the extent caused by occurrences beyond such party’s control, including, without limitation, accident, fire, flood, earthquake, act of God, war, riot, civil commotion, strikes or other labor disturbances, embargo, fuel, electricity shortages, material and supply shortages or transportation delays whether similar or dissimilar to those already specified, which cannot be controlled by such party.
Severability: If any term or condition of sale is held invalid, illegal or unenforceable by a court of competent jurisdiction, such term or condition shall be deemed severed from the rest of these terms and conditions in that jurisdiction. The legality, validity and enforceability of the remaining terms and conditions shall not in any way be affected or impaired.
Assignment: Customer may not assign any provisions of this Agreement nor any rights or obligations accruing hereunder without the prior written consent of the eUrasia Power which shall not be unreasonably withheld. Any attempt at such assignment or transfer without said prior consent shall be void.
Entire Agreement: Upon acceptance by Customer, these terms and conditions (and any Schedules, Attachments or Exhibits attached hereto or referenced herein and any special terms provided in eUrasia Power’s quotation or order acknowledgement) shall set forth the entire, final and complete agreement and understanding among the Customer and eUrasia Power with respect to the sale of the Goods, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every kind and nature among the parties as to the Goods. This agreement shall not be modified, varied or supplemented by any course of dealing, usage of the trade or otherwise except by a writing signed by the parties hereto.
Governing Law: This Agreement shall be governed, construed and enforced solely by the Laws of the State of California (where the principal corporate offices of Seller are located) as if this contract were being performed wholly within the State of California. Customer and eUrasia Power further agree that venue for any action to enforce or interpret this Agreement shall be in a court of competent jurisdiction located in the City and County of Ventura, California and each of the parties consents to the jurisdiction of such court in any such action or proceeding and waives any objection to venue resting therein. THE RIGHTS AND OBLIGATIONS OF THE PARTIES IN CONNECTION WITH THE SALE OF THE GOODS HEREUNDER SHALL NOT BE GOVERNED BY THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE (UCC) OR ANY STATE VERSION OF THE UCC.