Contract Terms and Conditions
EFI’S STANDARD TERMS AND CONDITIONS FOR FULFILLMENT AND SERVICING OF CUSTOMER CONTRACTS
1. The quantity and price specified in this contract is represented in short tons and $/short ton, FOB EFI warehouse, unless otherwise noted.
2. Sales tax and reports are the responsibility of the buyer unless otherwise specified.
3. This document when authorized by the seller and accepted by the buyer shall constitute a contract for the purchase from EFI of the materials specified within the terms and conditions appearing herein.
4. Any quantities remaining on the customer contract that are not shipped within the contract period are subject to invoice and storage fees of $10/ton per week until quantities are shipped.
5. Force Majeure: The Seller shall not be held responsible for failure or delay in delivery of the entire lot or a portion of the goods under this Contract in consequence of any Force Majeure incidents which might occur. Force Majeure as referred to in this contract means unforeseeable, unavoidable or insurmountable objective conditions including but not limited to Acts of God, any manufacturing related force majeure claims, port closures, port strikes or slowdowns or labor disputes.
6. Buyer shall make best commercial efforts to furnish to seller, purchase orders with shipment/delivery dates 2 weeks prior the contract period.
7. Energy Feeds International shall retain the right to adjust the final FOB or Delivered cost of the product in the event there is an increase of over 10% of the estimated costs of over-the-road freight quoted and/or Ocean Freight for the goods sold based on the currently published FAK rates.
8. Neither party will be liable for any failure or delay in performing an obligation under this Agreement that is due to any circumstances that reasonably would have been unforeseeable to a typical buyer or seller in the parties’ industry and that is beyond the impacted party’s reasonable control, including but not limited to natural disasters, war, acts of God, pandemics, or government actions (each a “Force Majeure Event”). Without limiting the foregoing, Buyer and Seller agree that a material change in tariffs or duties on goods in international commerce may constitute a Force Majeure event. The Parties agree to work together to resolve amicably and equitably any issues arising from a Force Majeure Event.
In light of current uncertainty regarding duties, tariffs, or similar government levies (collectively, “Tariff”) that may be imposed on goods in international commerce, Seller and Buyer agree to address the risk of material changes in such Tariffs after the date of Buyer’s purchase order as follows. If any resulting Tariff exceeds 10% of the price contracted between Buyer and Seller, then Seller will be entitled to adjust the contracted price proportionally. Upon notice by Seller to Buyer of a Tariff-based price increase, Buyer shall within 48 hours accept or reject by electronic mail the price increase. If Buyer timely accepts the price increase or does not respond, then the adjusted price and all other terms of the parties’ agreement shall govern. If Buyer timely rejects the price increase, then the order will be canceled, and there shall be no further obligation between Buyer and Seller for the subject order.
