AAA Hotel: Hotel, Restaurant and Country Club Supplies

Terms and Conditions of Sale

These terms and conditions shall apply to all ( except special ) orders for goods sold by AAA Hotel. ( "Seller" ). No other terms and conditions shall apply. Submission of an order in any form, or the acceptance of any goods, shall be deemed an acceptance of all these terms and conditions. If you are not willing to accept these terms and conditions, do not complete this application. Offer/Acceptance
An order, in whatever form, shall be considered an offer to purchase goods upon these terms and conditions. It shall be binding only upon acceptance by Sellers office. Seller may refuse to accept any order in its sole discretion. An order for goods shall be deemed accepted by Seller only upon shipment of those goods.

Shipping Dates/Shipments
1. Where Purchaser does not request a shipping date, the date of the order will be treated as the requested shipping date. Where Purchaser does not indicate a date for cancellation of an unshipped order, a cancellation date of one year from the requested shipping date will be assigned.
2. Seller shall attempt to ship the goods ordered between the requested shipping date and the cancellation date. Seller, at its discretion, shall have the option to ship all such goods in two or more installments.
3. Seller shall not be liable for any damages whatsoever for failure to ship or sell (or any delay in shipping or selling) goods ordered.

Risk of Loss
1. Goods are sold F.O.B. Seller's Warehouse. Risk of loss passes to Purchaser when goods are delivered to the carrier. In the event of loss or breakage, Purchaser must file its claim with the delivering carrier (which does not relieve Purchaser of its obligation to pay for the goods in full). See label affixed to each carton for claims instructions.
2. If goods are delivered via U.P.S., Risk of Loss passes at time of delivery to Purchaser, provided Purchaser notifies Seller's office in writing of any claim and follows claim procedures established by U.P.S. Should Purchaser fail to follow such procedures, Purchaser shall bear the risk of loss at the time of delivery by Seller to U.P.S.
3. Seller shall not be liable for any processing, handling or other costs, or any damages whatsoever, related to lost or broken goods.

Price Terms
1. Regardless of the date of order, all non-lighting ware goods shall be sold at Seller's prices in effect at the time of shipment by Seller. Said prices are subject to change without notice. Nevertheless, the parties intend that this be a binding agreement . Lighting ware shall be sold at prices in effect on date of order.
2. Charges for prepaid shipments via Parcel Post or U.P.S. shall include insurance costs at full value of shipment, and shall be added to invoice as a "miscellaneous charge".

Payment Terms
Purchaser shall pay for all goods and all other charges within thirty days of invoice date. No discounts will be allowed for early payment. If the goods are shipped in two or more installments, each installment shall be separately invoiced. Purchaser shall not offset against payments due Seller any handling, processing, or other costs.

Freight Allowance
On Wedgwood, Coalport, Adams, Johnson Brothers, Fransiscan, Midwinter, and Wedgwood crystal products only, a 2 % freight allowance shall be given on shipments to the following state: Alaska, Arizona, California, Hawaii, Idaho, Montana, New Mexico, Nevada, Oregon, Utah, Washington and Wyoming. No drayage and no freight allowances shall be granted.

Revocation of Credit
Notwithstanding any other terms of this Agreement, Seller reserves the right in its sole discretion to revoke any credit extended to Purchaser and to require payment for any order prior to shipment.

Collection
Purchaser shall be liable for all costs and expenses, including reasonable attorneys fees, incurred by Seller in connection with the collection of amounts owed to Seller by Purchaser.

EXPRESS WARRANTY
The Seller warrants that when title is transferred the goods shall conform to the description on the invoice (or Sales Order if one is submitted), except for ordinary manufacturing variances. No other warranty is made.
EXCLUSION OF IMPLIED WARRANTIES
NO IMPLIED WARRANTIES OF FITNESS, MERCHANT ABILITY, OR OF ANY OTHER KIND SHALL ATTACH TO THE GOODS SOLD. NO IMPLIED WARRANTY SHALL ARISE FROM ANY COURSE OF DEALING.

Non conforming Goods
1. If any goods shipped do not conform to the description of the goods on the invoice (or Sales Order), Seller has the right, in its sole discretion, either to replace such non conforming goods or to issue credit upon the return of such goods. Non conforming goods shall not be returned to Seller without Seller's written consent and unless in accordance with Seller's instructions.
2. All goods shall be considered to be conforming and Purchaser waives all claims to the contrary unless Seller is notified in writing within twenty days of receipt.
3. Seller shall not be liable for any processing, handling or other costs, or any damages whatsoever, related to the shipment of non conforming goods.

Sales Restrictions
The goods are sold only for retail sale at the location designated by the Customer Account Code on the sales Order or Invoice. No transshipping is permitted. Further, no goods shall be sold by phone, mail or catalogue without the express consent of Seller, such consent to be within Seller's sole discretion.

Marketing
Purchaser shall market and display Seller's goods in such a way as to maintain the high quality public image and reputation of Seller's goods. Purchaser is eligible to participate in the Seller's Cooperative Advertising Program (details of which may be obtained from Seller).

Further Orders
Seller's willingness to provide goods to Purchaser pursuant to one or more orders does not constitute an obligation or promise to provide goods to Purchaser pursuant to any subsequent orders.

Severability/Waiver
If any term herein is invalid or unenforceable, that term shall be modified to eliminate the unenforceable element and, so, modified, shall be binding. The remaining terms shall remain in full force and effect. No failure to exercise any right or remedy shall operate as a waiver of any right or remedy and shall not alter the obligations of the parties.

Applicable Law
These terms and conditions shall be construed under the law of California, without regard to principles of conflicts of laws.

Total Agreement/Amendment
These terms and conditions constitute the complete statement of the terms governing the sale of goods between Seller and Purchaser. These terms and conditions shall not be modified or altered by any course of performance.