LINDENMEYR BOOK PUBLISHING
TERMS AND CONDITIONS OF SALE
These Terms and Conditions of Sale (“Terms”) apply to all sales by Lindenmeyr Book Publishing (“Seller”) to its Customers (each, a “Customer”). All Customer orders are expressly subject to these terms and conditions unless the parties have entered into a mutually executed written agreement stating applicable terms and conditions that specifically provide they are to supersede these Terms. Seller objects to any different or additional terms proposed by Customer in any purchase order, acknowledgment, website or otherwise which add to, vary from, or conflict with the Terms, and any such proposed terms shall be void, and ACCEPTANCE OF A CUSTOMER’S ORDER IS EXPRESSLY MADE CONDITIONAL ON ITS ASSENT TO THE TERMS AND CONDITIONS STATED HEREIN. Seller objects to any terms proposed in Customer’s proposal, purchase order, acknowledgment or other document which add to, vary from, or conflict with the Terms. No quotation or agreement is binding upon Seller unless confirmed by Seller’s written acknowledgment or confirmation (an “Acknowledgement”), which states the only obligations to which Seller is bound. Unless Customer objects promptly upon its receipt, such Acknowledgment, together with these Terms, shall constitute the entire agreement between Seller and Customer and there are no understandings, agreements or representations, express or implied, not specified herein or therein.
Price : The price for the sale of any merchandise shall be Seller’s price prevailing at time of shipment . The price, if any, set forth on any Acknowledgment is the price in effect as of the date of such Acknowledgment and is included thereon for information purposes only. Any such agreement as to pricing or price protection is based on manufacturer’s then current price and price protection guidelines, which are subject to change. Notwithstanding any such agreement, or anything set forth in an Acknowledgement, any direct or indirect increase in the cost to Seller of the purchase and delivery of the merchandise, including without limitation by way of a change in manufacturer’s price, imposition of surcharge, change in freight policies or freight costs (including shipping, port, insurance or storage charges), tariffs, duties or otherwise, including with respect to orders previously placed and accepted, will result in a correlative increase in the price payable by Customer. In the case of sales arranged through cooperatives, purchasing groups, print management companies or affiliated entities, Seller may pay a rebate to the cooperative, purchasing group, print management company or affiliated entity in connection with such sale.
Taxes and Additional Changes : All federal, state, local and other governmental taxes or other charges imposed upon the manufacture, sale, transportation, delivery and/or use of any merchandise sold to Customer by Seller, including any extended producer responsibility or similar fee, and any increase in any such items, or in freight or insurance, whether or not included in the price under the Acknowledgement relating thereto and whether assessed or payable at the time of invoicing or later, shall be paid by Customer or reimbursed to Seller by Customer and shall be added to the prices provided for in the Acknowledgement and the Terms.
Terms of Payment : Terms of payment are as stated on the face of an Acknowledgment and run from date of invoice, not date of shipment or delivery. Unless otherwise specifically provided in an Acknowledgment, Customer shall pay invoices within 21 days from the date of the invoice. A one and one half percent per month service charge (18 percent per annum) or the highest permissible rate under applicable law, whichever is less, shall be assessed on late payments. Payments are to be made at the direction and to the location specified by Seller in an Acknowledgment or otherwise. If at any time and for any reason, including but not limited to refusal or failure to adequately respond to requests for financial information, the financial condition of Customer shall become unsatisfactory to Seller, Seller may require cash or satisfactory security on shipments or deliveries or prior to placing any mill order or prior to the last date to change any mill order, or otherwise change any previous payment terms, without impairing the obligation of Customer to take and pay for the quantity of goods ordered. Seller may accept credit or debit cards in its discretion, but no prompt payment or other discounts or rebates shall apply to any payments made using any credit or debit card. To secure payment for all sums due hereunder or otherwise, Seller shall retain a security interest in all goods and equipment delivered hereunder and these terms and conditions shall be deemed a security agreement under the Uniform Commercial Code. Customer authorizes Seller to execute and file on Customer’s behalf all documents Seller deems necessary to perfect such security interest.
Delivery, Title and Contingencies : Except as otherwise provided in an Acknowledgement, shipments of merchandise from mill of manufacturer shall be delivered to Customer f.o.b. mill, less prevailing freight allowance, if any, accorded to Seller by manufacturer, and title to merchandise from any such mill and all risk of loss or damage shall thereupon pass to Customer. Shipments of merchandise from Seller’s warehouses shall be subject to imposition by Seller of delivery charges, and title to merchandise from any such warehouse and all risk of loss or damage shall pass to Customer upon delivery to it at the location specified in an Acknowledgment or at such other location as Customer and Seller may agree. Any date for shipment or delivery specified on the face of any Acknowledgment is only an estimated date, and delivery by Seller shall be timely if made within ten (10) days thereof, or, if Seller orally or in writing notifies Customer prior to the end of said ten day period of a delay in shipment from the mill, delivery shall then be deemed timely if made within ten (10) days after the date of shipment from the mill. Customer should not rely on shipments of merchandise by Seller to be compliant with the EU Deforestation Regulation (“EUDR”) or on Seller supplying the information required under the EUDR unless specified by Customer and agreed by Seller in writing. Seller shall have no liability for delay of delivery, loss of merchandise, fines or penalties or other costs arising under or in connection with compliance with or the enforcement of the EUDR. Seller shall not be liable to Customer or to any other person for loss or damage of any kind because of its inability or failure to make timely delivery of merchandise as a result of failure of Seller’s suppliers to make adequate or timely delivery of the merchandise or if performance by Seller is rendered impracticable or commercially unreasonable (including as a result of increased expense), as a result of failure of Seller’s suppliers to make adequate or timely delivery of the merchandise; strikes, lockouts or other labor disputes; war, riot, armed conflict, insurrection, embargo or blockade; statute, regulation, order or any other action of any governmental authority; transportation delay or rejected mill runs; fire, flood, accidents, acts of God, or any other circumstances beyond Seller’s control. Quantities so affected may be eliminated from the amount ordered at the discretion of the party affected without liability and Seller may allocate its available supply among its purchasers, but the order shall remain otherwise unaffected
Tolerances : Over-runs and under-runs shall be accepted by Customer in accordance with the specific policies of the manufacturer of the merchandise, and in the absence of any specific policy, usage of trade shall control.
Claims and Returns : SELLER MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, EXCEPT THAT ANY MERCHANDISE DELIVERED SHALL BE OF THE MANUFACTURER’S STANDARD QUALITY FOR MERCHANDISE OF SUCH KIND. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE FOREGOING AND SELLER’S SOLE RESPONSIBILITY HEREUNDER IS AS STATED. SELLER SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT OR LOSS OF USE), OR FOR ANY AMOUNT IN EXCESS OF THE PRICE FOR THE SHIPMENT INVOLVED, UNDER THE FOREGOING OR ANY OTHER PART OF THESE TERMS, ANY ACKNOWLEDGEMENT OR ANY OTHER AGREEMENT BETWEEN SELLER AND CUSTOMER. ANY LEGAL ACTION AGAINST SELLER FOR BREACH OF THESE TERMS, ANY ACKNOWLEDGEMENT OR SUCH ANY OTHER AGREEMENT INCLUDING ANY WARRANTIES HEREUNDER, MUST BE INSTITUTED WITHIN ONE YEAR AFTER DELIVERY. WITHOUT LIMITING THE FOREGOING, NO REPRESENTATION OR WARRANTY IS MADE IN CONNECTION WITH MERCHANDISE OR INFORMATION REQUIRED FOR EUDR COMPLIANCE.
No Merchandise shall be accepted for return prior to inspection by Seller’s authorized representative, and in no event will a return of allegedly defective merchandise be acceptable for credit if the containers, wrappers, or labels are defaced, damaged, removed or covered, or if the merchandise is not in its original container. Credit will only be allowed on defective merchandise returned within sixty (60) days of the date of delivery, and all returned merchandise is subject to inspection by Seller. No claim will be allowed by Seller after the merchandise either has been cut, printed or written upon, or otherwise altered from its original form.
Miscellaneous : The failure of either party to insist in any one or more instances upon strict performance of any of the provisions of these Terms or any Acknowledgement, or to take advantage of any of its rights, shall not operate as a continuing waiver of such rights. This transaction shall be governed by the laws of the State of New York, without reference to choice of law rules or to the Convention on Contracts for the International Sale of Goods. Neither this Acknowledgment, nor any right thereunder, may be assigned, either in whole or in part, by customer without the prior written consent of Seller. Seller reserves the right to update or modify these Terms at any time, without prior notice, by posting the revised version of these Terms behind the applicable link marked “Terms and Conditions of Sale” in the Seller website. Purchase orders issued by you to Seller after we have posted the revised Terms constitute your agreement to be bound by the revised Terms. You may access the current version of these Terms and Conditions of Sale at any time by clicking the link marked “Terms and Conditions of Sale” pertaining to your merchandise in the Seller website.
Legal/Forms/Terms/LBPv3 (rev2-3-25)