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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's’ 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.
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