Terms and Conditions: Closeout Food Sales Transactions
These terms describe the relationship between Material Impact Inc. dba Spoiler Alert ("Material Impact", "we", "us", or "Spoiler Alert") and the buyer ("Buyer" or "You") and apply to the purchase of products (“Product”) from a seller (“Seller”) as facilitated by Spoiler Alert and its associated website, located at www.spoileralert.com (“Spoileralert.com”) or as expressly provided elsewhere. By engaging in the purchase of Product facilitated by Spoiler Alert and/or Spoileralert.com, you agree to accept these terms and conditions. At no time does Spoiler Alert hold, handle, store or transport Product. These Terms of Purchase apply to all sales of Product and supersede all other terms and conditions, including any standard or pre-printed terms, provided to us by you, including any terms provided on any invoice.
2.1. Product means any item available for purchase
2.2. Buyer means the purchaser of the Product
2.3. Seller means the third party selling the Product to the Buyer
- SALES AND PAYMENT PROCESS
3.1 Payment Terms. Buyer shall render payment for Product to Spoiler Alert within fifteen (15) days of this invoice, unless we have approved different terms. Past due balances are subject to a service charge of one and one-half percent (1.5%) per month.
3.2 Reseller Certificate. Buyer must provide their Reseller Certificate (or legally-equivalent license or resale document in your state) via email to firstname.lastname@example.org unless you live in a state which exempts you from paying sales tax
3.3 Taxes. Spoiler Alert does not collect sales tax for sales to Buyers in states and/or for transactions where we are not required to collect sales tax. In the event any taxes are assessed based upon the sale of Product, this amount shall be added to your payment price. You agree to pay any such taxes promptly upon receipt of notice by Spoiler Alert.
- ARRANGEMENT OF TRANSPORTATION
All pricing will be FOB, and it is the responsibility of the Buyer to purchase and arrange for freight service separately.
- RISK OF LOSS
The risk of loss of the Product shall pass to Buyer as soon as the Product is delivered to the carrier. Buyer acknowledges and understands that the Product described in this invoice may be dated, and if dated, must be sold within a reasonable time of such date, or as otherwise specified by the Seller.
- INSPECTION RIGHTS/CLAIMS
Shipments may only be rejected for damaged Product (only to the extent of the damage) or Product that does not conform to the offer or sample, if a sample was requested by the Buyer and provided by the Seller. Buyer shall inspect the Product within 24 hours of receipt. Failure to reject the Product within such 24-hour period shall be deemed an acceptance of the Product.
If damage, shortage, and/or overage Product are observed in Product covered by this invoice, Buyer will be given credit only when the following rules and procedures are observed: 1) Buyer shall within 24 hours of receipt (a) indicate any damage, shortage, and/or overage Product on the delivery receipt; (b) provide photograph of the Product; and (c) notify Spoiler Alert in writing of all damage, shortage and/or overage; and 2) Buyer shall within seven (7) days of receipt, furnish Spoiler Alert with (i) the noted delivery receipt; (ii) photographs of Product; (iii) an itemization of damage, shortage and/or overage Product ; and (iv) the inspection report, if applicable.
- RIGHTS AND REMEDIES
Any attempt by Buyer to revoke acceptance for any reason whatsoever after Buyer has accepted any shipment of Product shall obligate Buyer to pay the full contract price for such Product. Furthermore, if Buyer cancels its order after the Product has been forwarded to the carrier or Buyer and/or the Buyer wrongfully refused to accept the Product, Buyer shall be obligated to purchase the Product ordered, in addition to paying for all reasonable incidental and consequential damages incurred by Spoiler Alert. Spoiler Alert and Buyer agree that the Buyer’s sole and exclusive remedy for a breach of any warranty concerning the Product shall be replacement of defective Product or, at Spoiler Alert’s option, refund of the purchase price. The Buyer filing their own claim against the carrier assumes full responsibility for any loss or damage to Product.
- RETENTION OF TITLE AS SECURITY FOR PERFORMANCE
Buyer shall be liable for payment of the purchase price of any Product covered by this agreement as soon as Product has been delivered to Buyer and Buyer’s designee, including carrier. Until the purchase price has been paid to Spoiler Alert, however, notwithstanding such delivery, title to the Product shall remain with the Seller, but such products, after delivery, shall be at the risk and expense of the Buyer as to loss, destruction, or damage, taxes and charges of every kind. In the event that Buyer resells any of the products prior to payment therefore, title to the purchase proceeds received by Buyer shall be held in trust for Seller until the full purchase price has been paid to Spoiler Alert.
- NON ASSIGNABILITY
Buyer shall not assign, sell, pledge or otherwise transfer, whether voluntarily or by operation of law, any of its rights or duties under this or any other agreement with Spoiler Alert. Any purported assignment or transfer shall be null and void.
All notices and all other communications required or permitted to be given hereunder shall be in writing and shall be deemed given (i) upon receipt, if given by personal delivery or (ii) upon confirmation of delivery, if given by electronic mail.
- MODIFICATION, WAIVER AND COMPLETE AGREEMENT
This document may only be modified by an agreement in writing executed by the parties hereto. All prior agreements, understandings, representations and negotiations between the parties, whether oral or written, are merged into this document.
- GOVERNING LAW
This invoice and all transactions arising hereunder shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Massachusetts without reference to the choice of law rules thereof.
- ATTORNEY’S FEES
Should any dispute arise between the parties hereto concerning any provision of this invoice or the rights and duties of any entity or person in relation thereto, the party prevailing in such dispute shall be entitled to recover from the losing party all fees, costs, and expenses of enforcing any right under or with respect to this invoice, including actual attorney’s fees and expenses incurred.