Terms and Conditions
1. Effect of this agreement
1.1 By requesting Metalbird to supply Goods to you, you acknowledge and agree (or you are deemed to acknowledge and agree) to these Wholesale Terms and Conditions (the Agreement).
1.2 This Agreement overrides any inconsistent terms or conditions in any purchase order or other documents you use (unless we specifically sign a document agreeing otherwise).
2. Reseller Certificate
2.1 The Customer must provide to Metalbird a resale (tax exemption) certificate acceptable to the applicable taxing authorities, proving that you are purchasing the product for resale.
3. Price / Quotations
3.1 The price for the Goods will be either as quoted to you in writing or, if no written quote is provided, at Metalbird standard charges applying at the time.
3.2 We may increase the price if there is an increase in our costs between the date of an order and the date the goods are ready for delivery. If this occurs, you may cancel the order but we will not be liable for any losses you incur in connection with the cancellation.
4. Orders
4.1 Once you submit an order, we may order or manufacture goods specifically for you and we may not permit you to vary or cancel the order. Any variation to any order must be agreed in writing. The price may alter as a result of any variation and you agree to pay any increase
4.2 Metalbird may refuse to accept or cancel any order or delivery of Goods at any time by giving written notice to you. Metalbird shall not be liable for any loss or damage whatever arising from such cancellation.
5. Payment
5.1 Unless otherwise agreed in the Key Terms, payment for the Goods shall be made at the time the order is placed.
5.2 Payment types accepted are electronic funds transfer (e.g. ACH) or credit card only. The Customer must provide to Metalbird a current credit card to hold on file. We reserve the right to automatically charge your card any overdue amount.
5.3 Any invoice not paid within agreed payment terms:
(1) Will accrue interest at the rate of one and one-and-a-half percent (1.5%) per month or the maximum amount permitted by law, whichever is lower.
(2) May be passed on to debt collection and any fees involved in recovering the debt are the responsibility of the Customer.
6. Risk and Shipping
6.1 Metalbird shall arrange delivery of the Goods to you at its sole discretion and you will be responsible for the reasonable costs associated with delivery, unless otherwise agreed in writing.
6.2 Metalbird will not be liable in any way for any delay, non-delivery or default in shipment due to labor disputes, transportation shortage, delays in receipt of material, priorities, fires, accidents and other causes beyond the control of Metalbird or its suppliers.
6.3 Risk in respect of the Goods shall pass to you when the Goods are delivered to the carrier.
6.4 Title in respect to the Goods shall pass to you when payment has been successfully received by Metalbird. Metalbird retains a security interest in the Goods until paid in full.
7. Warranties
7.1 Metalbird warrants that:
(1) Metalbird is the legal owner of the Goods and has the right to sell the Goods;
(2) The Goods are free from all liens and encumbrances except the security interest created in this Agreement until Metalbird is paid in full;
(3) The Goods will be fit for the purpose for which such goods are ordinarily intended;
(4) The Goods will be delivered free of the rightful claim of any person arising from patent or trademark infringement.
8. Liability
8.1 The Customer’s failure to give notice of any claim within 5 days from the date of delivery will constitute an unqualified acceptance of the Goods and a waiver by the Customer of all claims with respect to the Goods.
8.2 You must inspect the Goods on delivery and notify us of any claims arising due to:
(1) A shortfall in the quantity delivered; or
(2) b) the Goods are not of acceptable quality (as defined by law.); or
(3) the Goods do not conform to an agreed specification.
The Customer’s failure to give notice of any claim within 5 days from the date of delivery will constitute an unqualified acceptance of the Goods and a waiver by the Customer of all claims with respect to the Goods.
8.3 Metalbird shall not be liable where you have altered or modified the Goods, misapplied the Goods, not followed Metalbird instructions or have subjected them to unusual use or handling in respect to the Goods.
8.4 The Customer's exclusive remedy and Metalbird's limit of liability for any and all losses or damages resulting from defective goods or from any other cause will be for the Purchase Price of the particular delivery with respect to which losses or damages are claimed.
8.5 Any refund will not include costs of delivery or installation/de-installation. Those costs will be borne by the Buyer.
9. Intellectual property
9.1 Metalbird grants you a personal, non- exclusive, non-transferable, and non-assignable license to use the Metalbird Intellectual property where Goods are described, advertised or named including on websites, labels and invoices.
9.2 You must not use the Brand Name or Logo in any manner that would be detrimental to or inconsistent with the good name, good will, reputation and image associated with Metalbird.
10. Force Majeure
10.1 Metalbird will not be liable for any failure to perform or delay in performance of its obligations under these terms caused by a Force Majeure beyond its reasonable control.
11. Termination
11.1 Metalbird may terminate this agreement with immediate effect by giving written notice to you if:
(1) you have failed to comply with a written notice given by Metalbird to your registered address specifying a breach of the agreement and requiring you to remedy it within 14 days; or
(2) being an individual, you are made bankrupt; or being a company, you are placed in liquidation or receivership.
11.2 On termination Metalbird shall have the right to deal with the Goods at its absolute discretion.
12. General Provisions
12.1 This Agreement cannot be modified in any way except in writing signed by all the parties to this Agreement.
12.2 This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, including the Delaware Uniform Commercial Code and Metalbird and the Customer hereby attorn to the jurisdiction of the Courts of the State of Delaware.
12.3 This Agreement may be executed in counterparts. Facsimile signatures and e- signatures through a reputable platform are binding and are considered to be original signatures.