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Terms & Conditions

 

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Southwest Services LLC 

Terms and Conditions (Form 05-020)

I.    GENERAL PROVISIONS
 
LIMITATION OF AUTHORITY
No agreement, contract, promise, affirmation, description or representation shall be binding upon Southwest Services LLC unless made in writing by an authorized employee of Southwest Services LLC.
 
FORCE MAJEURE
Neither party hereto shall be liable to the other for default or delay in performing its obligations hereunder if caused by fire, strike, riot, war, act of God, delay of carriers, governmental order or regulation, complete or partial shut down of plant by reason of inability to obtain sufficient raw materials or power, and/or any other similar or different occurrence beyond the reasonable control of the party so defaulting or delaying. The party whose performance is prevented by any such occurrence shall notify the other party thereof in writing as soon as is reasonably possible after the commencement of such occurrence, setting forth the full particulars in connection therewith, and shall attempt to remedy such occurrence (if possible) with all reasonable dispatch, thereafter giving written notice to the other party of any cessation of such occurrence.
 
DISPUTE RESOLUTION
All parties agree to work together in good faith to resolve any dispute cover by these terms and conditions, and to explore resolution through methods of alternative dispute resolution. If the parties are unable to resolve a dispute, it will be finally settled by a single arbitrator in arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association.  The initiating party is responsible for initial dispute resolution costs. The prevailing party may recoup dispute resolution costs. Judgment upon any award may be entered in any court having jurisdiction over the disputed subject matter. If both parties agree that neither arbitration nor any other method of alternative dispute resolution is suitable to resolve the dispute, they may proceed with litigation. Unless the parties agree otherwise in writing, resolution of the dispute, by whatever process, will occur in Los Angeles, California, U.S.A.
 
SEVERABILITY
If one or more of the provisions contained in these Terms and Conditions are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected.
 
ENTIRE AGREEMENT
These Terms and Conditions constitute the entire agreement of the parties and supercedes any written, electronic, or oral communication buyer may have with Southwest Services LLC or any agent thereof.
 
TAXES
All federal, state or local excise, sales or use taxes shall be paid by Buyer.

 

II.    ESTIMATE AND INVOICE PROVISIONS

 
Terms or provisions of the Buyer's order which are inconsistent with or in addition to the terms and conditions contained herein shall not be binding on either party unless expressly accepted in writing by Southwest Services LLC. Buyer's issuance of a purchase order and acceptance of goods and/or services shall constitute acceptance of these terms and conditions.  Southwest Services LLC'sí failure to object to any provision contained in communication from Buyer shall not be a waiver of these terms and conditions.
 
TERMINATION
Termination liability shall include all expenditures plus fee, plus non-cancelable commitments, plus costs for termination activities.
 
SHIPMENT & TITLE
All orders shall be F.O.B. point of origin unless otherwise agreed to in writing by Southwest Services LLC.   Risk of loss shall pass to Buyer when products are delivered to Carrier unless otherwise agreed to in writing by Southwest Services LLC. Shipping charges will be added to all invoices unless order specifies "freight collect" with customer account number included.  Southwest Services LLC will inform you of estimated shipment dates, but it will not be responsible for delays in delivery due to events beyond its control, including labor strikes, transportation failures, or acts of God.
 
INVOICING AND PAYMENTS OF FEES
Southwest Services LLC invoices on a monthly basis or upon delivery of merchandise, with all invoices on a net 30 terms.  All fees are to be paid in U.S. Dollars.  Payment is due and payable net 30 days from the date of receipt of invoice. A late charge of 15% shall be accessed against all accounts that are past due.  Late payments shall also be assessed a late interest payment charge at the rate of 1 1/2% per month beginning with the first day it is past due, but in no event to exceed the maximum allowable by law.  Buyer also agrees to pay all reasonable fees associated with collection activities.
 
DELINQUENT / PAST DUE  ACCOUNTS
Southwest Services LLC reserves the right to suspend any or all existing purchase orders on buyer 's account should said account become delinquent or past due.  Upon suspension of a purchase order, buyer may choose to terminate suspended purchase order, where as above stated Termination Liability will apply; or buyer may bring their account current, and pay a 10% restart fee to resume work on the suspended purchase order(s).
 
INTERNATIONAL ORDERS
In addition to the United States and its territories, Southwest Services LLC also accepts orders from other countries. All orders of international origin are exported from the U.S. in accordance with the U.S. Export Administration Regulations and the International Traffic in Arms Regulations (ITAR). All duties and taxes will be the responsibility of the buyer. Southwest Services LLC cannot accept letters of credit, personal checks or certified personal checks. Company checks must be drawn on a USA based bank and for 100% of the invoiced amount.  All services must be paid for In Advance, unless otherwise agreed to in writing.  Payment must include estimated shipping and transportation services charges, unless shipped freight collect. Overpayment of such charges shall be refunded.
 
SOFTWARE
All software developed by Southwest Services LLC shall conform to Southwest Services LLC's software standards unless specifically stated otherwise.  Original software shall remain the intellectual property of Southwest Services LLC unless released in writing as a deliverable item.

 

III.    PURCHASE ORDER PROVISIONS

 
CANNED SOFTWARE  AND MAINTENANCE
Software sellers agree to provide all canned software, software modifications, software manuals, and software updates to Southwest Services LLC in electronic format unless specifically stated otherwise.  Software sellers agree not to provide Southwest Services LLC with any TPP (Tangible Personal Property) unless agreed to in writing by Southwest Services LLC.
 
EXCESS STATE USE TAX
Where excess State use tax has been paid by Southwest Services LLC to seller, seller agrees to refund excess amount to Southwest Services LLC within 30 days of being notified of excess payment.

 

 
 
  Copyright 2006 Southwest Services LLC. All rights reserved