Contract Terms and Conditions
EFI’S STANDARD TERMS AND CONDITIONS FOR FULFILLMENT AND SERVICING OF CUSTOMER CONTRACTS
1. Once signed by the seller and the buyer, this document shall constitute a contract for the purchase from EFI of the materials specified within the terms and conditions appearing herein.
2. The quantity and price specified in this contract are represented in short tons and $/short ton. All items will be shipped at buyer’s cost, FOB EFI warehouse, unless otherwise noted.
3. Sales tax and reports are the responsibility of the buyer unless otherwise specified.
4. Buyer is required to issue one or more purchase orders for the shipment and delivery of the total tonnage specified in each above contract period. Buyer shall make best commercial efforts to furnish to seller, purchase orders with shipment/delivery dates 2 weeks prior the contract period, and to ensure that all tonnage is ordered and delivered within the contract period.
5. Any quantities remaining on the customer contract that are not shipped within the specified contract period are subject to additional invoice and storage fees of $10/ton per week until quantities are shipped. Buyer agrees to pay all such fees.
6. Interest will accrue on all amounts past due at the rate of 1.5% per month, and Buyer agrees to pay the same. In addition, Buyer agrees it shall be responsible to pay for all costs and expenses incurred by Seller in any legal action to collect amounts past due, including without limitation to reimburse Seller for its reasonable attorneys’ fees and costs.
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 for which the price above may need to be adjusted in accordance with the below. 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.
