Invoice Terms & Conditions
- DEFINITIONS. “BUYER” shall mean the person or entity described on the face hereof as the BUYER. “Goods” shall mean the products described on the face hereof as being sold to BUYER.
- TITLE AND RISK OF LOSS. Title and risk of loss or damage to the Goods shall pass to the BUYER on the date of shipping product(s) to the BUYER.
- ACCEPTANCE. Notwithstanding anything in BUYER’s form of Purchase Order or other order form to the contrary, BUYER’s acceptance of the Goods shall constitute an affirmation by BUYER that the terms and conditions set forth herein govern the purchase and sale of the Goods and that the terms in BUYER’s order forms that are in addition to, in conflict with or are different from the terms and conditions herein shall have no effect on this transaction. The contract formed in accordance with the foregoing shall be referred to as the “Order”.
- PURCHASE PRICE. The BUYER agrees to pay the total purchase price as specified on the front of this document. In addition, the BUYER agrees to pay any sales or other taxes levied on or measured by such purchase price, or arising from the use of the Goods and any parts or maintenance supplied, including without any limitation, any additional sales, use, gross receipts, privilege, excise, and personal property taxes unless specified in writing on this document.
- PAYMENT TERMS. The total amount of this invoice shall be payable in full by the Buyer within ten (10) days after the date of this invoice, unless otherwise specified in writing in the document. All amounts past due are subject to a late charge of one and one-half percent (1 ½%) per month or eighteen percent (18%) per annum.
- GOVERNING LAW/ VENUE. This invoice and the rights and obligations of BUYER and BEAR Technologies shall be governed by and construed in accordance with the laws of the State of Texas, excluding its choice of law provisions. All disputes arising under or related to this Invoice which are not settled by agreement of the parties shall be litigated in the State or Federal Courts in the State of Texas, County of Collin.
- SECURITY AGREEMENT. Until BUYER performs all of its obligations hereunder (including, without limitation, payment in full of the purchase price), BEAR Technologies shall retain a purchase money security interest in the Goods (including all accessories and replacements thereto and the proceeds thereof to secure the performance by BUYER of all such obligations. BUYER hereby appoints BEAR Technologies as its attorney-in-fact to prepare, sign and file (or record) in BUYER’s name any financing statement or other document necessary to perfect BEAR Technologies security interest. BUYER shall, upon request by BEAR Technologies, promptly execute any financing statement or other document and take any other action deemed desirable by BEAR Technologies in order to perfect BEAR Technologies security interest.
- ATTORNEY’S FEES. If any suit or action to enforce or to interpret any or the terms, conditions or covenants herein, or to recover damages as a result of a breach of any provisions of this Order, the prevailing party shall be entitled to recover from the party not prevailing the costs and expenses, including reasonable attorney’s fees incurred by the prevailing party in prosecuting to defending such action and any appeals taken therefrom.
- ASSIGNMENT. No right, duty or interest in this Order may be assigned or delegated by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld.