These terms and
conditions govern the sale of Products and the provision of services by
CHAMPION HOME APPLIANCES (CHAMPIONS) and its divisions, subsidiaries and
affiliates. These terms and conditions (“Agreement”) take precedence
over Buyer’s supplemental or conflicting terms and conditions to which notice
of objection is hereby given. Acceptance by Buyer is limited to and conditioned
upon Buyer’s assent to these terms and conditions.
All orders placed by Buyer are subject to acceptance by CHAMPIONS
(SELLER). Orders may not be cancelled or rescheduled without Seller’s written
consent. All orders must include delivery dates, quantities, and complete
description of Products being purchased. Seller may in its sole discretion
allocate Product among its Customers. Seller may designate certain Products as
non-cancellable or non-returnable (“NCNR”).
(a) Full payment is due
promptly upon placing an order on this website. Seller may invoice each
shipment separately and each shipment shall be considered a separate and
individual contract. Buyer agrees to pay such invoice pursuant to its terms
without the benefit of setoff or deduction.
(b) Transportation charges from
Seller’s facility to Buyer’s facility shall be paid by Buyer to Seller, in
addition to the purchase price of the Product, unless otherwise agreed to in
writing by Seller. Seller will select the carrier in the absence of specific
instructions by Buyer.
(c) Seller reserves the right to
establish and/or change payment terms extended to Buyer when, in Seller’s sole
opinion, Buyer’s financial condition or previous payment record warrants such
action. Further, on delinquent accounts, Seller shall not be obligated to
continue performance under any agreement with Buyer.
Shipments will be deemed to have been accepted by Buyer upon delivery of the said shipments to Buyer unless rejected upon receipt. Buyer shall perform whatever inspection or tests Buyer deems necessary as promptly as possible but in no event later than five (5) days after delivery, after which time Buyer will be deemed to have irrevocably accepted the Products. Any discrepancy in shipment quantity must be reported within five (5) working days of receipt of the Products. In the event of an over shipment, Buyer shall have the option to return the Products to Seller at Seller’s expense or alternatively, Buyer may elect to retain the Products (subject to adjustment of the invoice or the issuance of another invoice to account for such additional items.) Any Product returns shall be subject to compliance with Seller’s Return Merchandise Authorization ("RMA") policies and procedures, which are available upon request, as well as a restocking charge equivalent to 30% of the value of such Product as specified in Seller’s invoice to Buyer. Returned Products must be in the original manufacturer’s sealed packaging and conform to minimum package quantity ("MPQ") requirements. Products not eligible for return shall be returned to Buyer freight collect.
Export Control/Use of Products
Buyer certifies that it will be the recipient of Products to be delivered by Seller. Buyer acknowledges that the Products are subject to the export and/or import control laws and regulations of various countries including the Export Administration Laws and Regulations of the Federal Republic of Nigeria. Buyer agrees to comply strictly with all Nigeria's export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required and acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited.
Technical Assistance or Advice
Any technical assistance or advice offered by Seller in regard to the use of any Product or provided in connection with Buyer’s purchases is given free of charge and only as an accommodation to Buyer.
(a) The prices of the
Products are those specified on the front of Seller’s invoice. Pricing for
undelivered Product may be increased in the event of any increase in Seller’s
cost, change in market conditions or any other causes beyond Seller’s
(b) Unless otherwise agreed to in
writing by Seller, all prices quoted are exclusive of transportation and
insurance costs and all taxes including, but not limited to, federal, state,
and services taxes and any other taxes. Buyer agrees to pay these taxes unless
Buyer has provided Seller with an exemption certificate. Buyer agrees to
indemnify and hold Seller harmless for any liability for tax in connection with
the sale, as well as the collection or withholding thereof, including penalties
and interest thereon. When applicable, transportation and taxes shall appear as
separate items on Seller’s invoice.
Delivery and Title
All deliveries will be made through Seller’s facility or place of origin. Selection of the carrier and delivery route shall be made by Seller unless specified by Buyer. Buyer acknowledges that delivery dates provided by Seller are estimates only and Seller shall not be liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of Seller nor shall the carrier be deemed an agent of Seller. In the event of delay caused by such event, the date of delivery shall be extended for a period equal to the time lost as a consequence of the delay in delivery without subjecting Seller to any liability or penalty. Delay in delivery of one installment shall not entitle Buyer to cancel other installments.
Limited Warranty and Limitation of Liability
(a) SELLER ASSUMES NO LIABILITY FOR THE QUALITY OF THE WORK PERFORMED OR SERVICES RENDERED BY THIRD PARTY VENDORS/SERVICE PROVIDERS. IT IS BUYER'S OBLIGATION TO REQUEST COPIES OF ANY APPLICABLE MANUFACTURER WARRANTIES AND BUYER SHALL BE DEEMED TO HAVE ACCEPTED SUCH WARRANTIES UPON ACCEPTANCE OF THE PRODUCTS AND/OR SERVICES.
(b) Seller’s exclusive obligations with respect to a non-conforming Product or Service shall be, at Seller’s option, to repair or replace the Product, if it is determined to be defective or to re-perform the Service. Notwithstanding anything herein to the contrary, the liability of Seller under this Section 6(b) for all claims shall not exceed the sum of Buyer’s payments for the Products or Services which are the subject of the dispute and the foregoing is Buyer’s sole and exclusive remedy for all claims under this Section 6(b). THE FOREGOING WARRANTIES ARE THE SOLE WARRANTIES, EXPRESS OR IMPLIED, GIVEN BY SELLER IN CONNECTION WITH THE PRODUCTS AND SERVICES, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND WARRANTIES AGAINST LATENT DEFECTS.
(c) Replacement Products shall be warranted as set forth in Section 6(a) above. Any Products repaired or serviced by Seller shall be warranted as provided in this Section 6 for the remainder of the warranty period.
(d) No warranty shall apply to any Product that has been subject to misuse, improper testing, assembly, mishandling, or which has been operated contrary to current instructions relating to installation, maintenance or operation, or contrary to industry standards.
(g) Buyer acknowledges that this Agreement was entered into at arms length and that it was not fraudulently induced to enter into this Agreement, in whole or any part, and Buyer explicitly disclaims and waives any claim with respect thereto.
This Agreement (together with any agreements, policies or terms incorporated by reference) shall constitute the complete, final and exclusive statement of the terms of the Agreement between the parties with respect to the subject matter of this Agreement and the transactions between the parties and shall not be modified or rescinded, except by a writing signed by Seller and Buyer.