GENERAL CONDITIONS OF SALE

Complete Agreement

These General Conditions of Sale constitute the entire agreement between the parties. The ‘PURCHASER’ acknowledges that these conditions may be enforced by ‘Ela Porte Inc.’ and its subsidiaries (hereinafter referred to as the ‘VENDOR’).

Payment

All invoices must be paid in full prior to pickup or shipment, or within the payment terms explicitly agreed upon in writing.

Interest on Late Payments

If the ‘PURCHASER’ fails to make payment within the agreed period, a monthly interest rate of 2% (24% annually) will be applied to the outstanding balance.

Default

Failure to make payment within the prescribed period will result in immediate default. The ‘VENDOR’ reserves the right to:
- Suspend delivery of goods to the PURCHASER;
- Consider the sale null and void;
- Reclaim the sold merchandise without additional notice.

Pricing

All merchandise is sold ‘Ex Works Warehouse (E.W.W.)’ point of origin. The ‘VENDOR’ reserves the right to modify prices at any time, without prior notice, including those initially quoted.

Delivery

Delivery dates provided by the ‘VENDOR’ are estimates and subject to external factors beyond its control.

Partial Shipments

The ‘VENDOR’ reserves the right to ship orders partially and to place back-ordered items without assuming liability for additional transportation costs, losses, or damages resulting from such back-orders.

Shipping Instructions

Unless otherwise specified by the ‘PURCHASER’, the ‘VENDOR’ will choose the carrier for shipment.

Damage Claims

The ‘VENDOR’ assumes no responsibility for damages incurred during transit. All claims must be submitted within ‘three (3) days’ of the delivery date.

Shortage Claims

All merchandise must be inspected upon arrival. Any claims regarding shortages must be reported within ‘three (3) days’ of delivery.

Pre-Booking of Bulk Orders

For bulk orders scheduled for withdrawal or shipment over a specified period, any remaining balance unshipped at the end of the agreed timeframe will be invoiced in full, pending final shipping instructions from the ‘PURCHASER’.

Vendor Liability

Orders placed according to the ‘PURCHASER'S’ specifications are final and not subject to cancellation or return. The ‘VENDOR’ is not liable for damages arising from improper or incorrect installation, nor for manufacturing defects. In all cases, the ‘VENDOR'S’ liability is strictly limited to the price of the goods sold and shipped.

Default & Legal Consequences

The ‘PURCHASER’ is considered in default under the following conditions:
- Breach of any term of this agreement;
- Appointment of a receiver or seizure of assets;
- Initiation of bankruptcy or insolvency proceedings.
Upon default, all outstanding invoices shall become ‘immediately payable’.

Collection Fees

If legal action is required to collect overdue payments, the ‘PURCHASER’ agrees to pay all legal fees. These fees shall amount to ‘20% of the outstanding balance’ owed to the ‘VENDOR’.

Notification of Business Changes

The ‘PURCHASER’ must notify the ‘VENDOR’ of any changes to their credit application or any modifications affecting their business operations.

Waiver

Failure by the ‘VENDOR’ to enforce any provision of this agreement shall not constitute a waiver of its rights.

Assignment

The ‘PURCHASER’ may not assign or transfer rights under this agreement without prior written consent from the ‘VENDOR’.

Governing Law

This agreement shall be governed and interpreted in accordance with the laws of the ‘VENDOR’S’ place of business.