THESE STANDARD TERMS AND CONDITIONS (“Terms and Conditions”) shall, together with any and all Invoices (each, an “Invoice” and collectively referred to with these Terms and Conditions as the “Agreement”) govern the terms on which Seller, as identified in the Invoice, shall sell to Buyer, as identified in the Invoice, the products set forth in the Invoice. Seller hereby rejects any and all terms in any Buyer proposal or other document of Buyer which is in addition to, different from, or inconsistent with these Terms and Conditions, which shall take precedent over any other terms and conditions of any Buyer proposal.
Buyer agrees to pay all costs and fees as specified in the Invoice. All payments for amounts properly charged to Buyer hereunder shall be made in U.S. Dollars. Any additional charges, including, but not limited to, any early cancellation charges, accrued interest, and late fees, may be Invoiced in arrears. All payments for fees and other amounts properly charged to Buyer hereunder are due within thirty (30) days of the invoice date unless otherwise expressly provided herein and prior to any additional orders or shipments. Buyer shall be liable for, pay and, to the extent applicable, reimburse Seller for all local, state, federal and foreign taxes or similar assessments or charges (including any interest and penalties imposed thereon), arising out of any Invoice. Seller will have the right at any time to pass through and Invoice to Buyer any new or increased fees, assessments, taxes or other charges imposed on, or required to be collected by Seller or its subcontractors or agents by any governmental agency or its designee. In addition, Buyer will pay and be solely responsible for all taxes, fees and charges levied directly upon it. Amounts that are not paid in full when due will be subject to interest charges of the lesser of one and one-half percent (1.5%) per month or the highest amount permitted by law, which interest shall accrue daily. If Buyer does not give Seller written notice of a dispute with respect to any product, fees or other charges within one (1) month of the date of an Invoice, such Invoice shall be deemed to correct, conclusive and binding on Buyer. All payments should be made payable to the name and address set forth in the Invoice unless instructed otherwise. Time is of the essence with respect to Buyer’s performance of its obligations hereunder.
Elite Brands USA(“ELITE”) attempts to be as accurate as possible. However, ELITE does not warrant that product descriptions or other content of any Elite product or service is accurate, complete, reliable, current, or error-free. If a product offered by ELITE itself is not as described, your sole remedy is to return it in unused condition.
With respect to items sold by ELITE, we cannot confirm the price of an item until you order. Despite our best efforts, a small number of the items in our website may be mispriced. If the correct price of an item sold by ELITE is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation.
The risk of loss and title for all items purchased pass to Buyer upon our delivery to the carrier.
ELITE does not take title to returned items until the item arrives at our facility.
Seller must comply with all U.S. or other export and re-export restrictions that may apply to goods, software, technology, and services.
The laws of New York will apply to this Agreement, without regard to conflict of law provisions. This is the entire agreement of the parties regarding the subject matter, superseding all previous understandings, agreements, communications and representations, whether written or oral, between the parties regarding the same. This Agreement may only be amended or waived in a writing signed by both parties. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement which can be given effect without the invalid provision shall continue in full force and effect and shall in no way be impaired or invalidated. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. In the event any litigation is brought by either party in connection with this Agreement, the prevailing party in such litigation shall be entitled to recover from the other party all the costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation. Buyer agrees that any dispute with ELITE shall be resolved solely by the state courts in Suffolk County, New York or the United States District Court for the Eastern District of New York. The Buyer hereby consents to the personal jurisdiction and venue of such Federal and State Courts in the State of New York.