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Sales Confirmation
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[Name of Company]


We are pleased to confirm your purchase as follows, subject to the Terms and Conditions of Sale on the reverse side of this contract and to the specific conditions below.

Please sign this page and return signed copy for our files
ACCEPTED BY: Purchaser

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The order on the face hereof and the terms and conditions set forth below constitute the entire contract. This contract supersedes buyer's order.

1. PRICE. Price and Payment terms stated herein are not subject to anticipation or discount unless authorized in writing. Buyer shall pay interest at the rate of twelve percent (12%) per annum on all overdue bills.

2. CREDIT. In the event the Buyer shall fail to pay any amount due the Seller or upon the Buyer's breach or default in the terms and conditions of sale under this or any other contract between the parties, then at the option of the Seller, all amounts owing to the Seller under this and all other contracts with the Buyer shall become immediately due and payable, irrespective of the terms of payments provided in said contracts. The Seller may defer delivery under this and other contracts until such payment is made and for a reasonable period of time thereafter, and/or may cancel this and any or all contracts; and/or may bill the Buyer as of the date of demand for all or any part of the merchandise undelivered at terms of cash before delivery; and/or may resell all of any part of the undelivered merchandise, without notice, at public or private sale. The Buyer hereby agreeing to be responsible for any financial loss resulting from such sale, including expenses of such sale. The Seller shall retain a security interest as an unpaid vendor in all merchandise previously billed to the Buyer and retained in the Seller's custody and control and in the event of the Buyer's default may dispose of such merchandise in the manner herein provided. All goods invoiced to the Buyer and held by the Seller shall be at the Buyer's risk and expense.

3. SEVERABILITY. Any delivery not in dispute shall be paid for regardless of controversies relating to other delivered or undelivered merchandise under this or other contracts with the Buyer, and as to such undisputed delivery. Buyer waives right to assert offset defense or counterclaim.

4. DELIVERY. Unless otherwise stated in this Sales Confirmation, goods are sold F.O.B. shipping point and the acceptance of a shipment by a common carrier customarily used by the public, or in the absence of shipping or other necessary instructions, the mailing of an invoice shall constitute delivery to the Buyer, all subject to Seller's rights as an unpaid vendor. Where goods are specified for shipment from a foreign port, the date of the bill of lading or receipt from the carrier at the foreign port shall be conclusive proof of the date of shipment. Any shipment or tender made within ( ) days after date specified for delivery shall constitute proper delivery or tender. Unless otherwise specified, shipments may be made in installments.

5. DELAY IN DELIVERY. Seller shall not be liable for any loss or damage due to delay in delivery of the whole or any part of the merchandise specified herein where such delay is caused by accidents, strikes, fire, war, government regulation, curtailment of production by Seller's supplier or any other causes or condition beyond Seller's control. In the event of delay resulting from such causes, delivery of all or any part of the quantity specified herein within thirty (30) days after the specified delivery date shall be good delivery. In the event such cause shall result in delay beyond sixty (60) days after the specified delivery date, cither party shall have the right to cancel the undelivered portion of this contract without liability to the other by giving notice in writing to this effect, except that all deliveries made by Seller before receipt of notice from the Buyer shall be accepted and paid for by the Buyer.

6. QUANTITY. The quantity sold is subject to variation often (10%) percent over or under the specified quantity. 7. CLAIMS. Seller shall not be liable for normal manufacturing defects nor for customary variations from specifications nor for defects or irregularities inherent in the product over which Seller has no control. Claims of any kind or nature, except for latent defects in the quality of the goods, shall be forever barred unless buyer shall give written notice thereof to the Seller within seven (7) days after it has acquired knowledge thereof or within thirty (30) days after delivery, whichever is earlier.

Where goods are held by Seller at the request of Buyer, Buyer shall accept goods as is and all claims for patent defects shall be waived unless Buyer shall examine such goods in Seller's possession and give notice of claimed defects within seven (7) days after goods have been tendered by Seller for delivery. In the case of latent defects, written notice thereof shall be given within seven (7) days after discovery of the condition but not later than one (1) month after delivery, whichever is earlier. Such written notice shall clearly specify the grounds and nature of the objections and Buyer shall promptly make such goods available to Seller for examination- Seller shall have the option to repair, refinish or replace any goods found to be so defective within thirty (30) days after receipt of notice from the Buyer, in which event Seller shall have no further liability. Failure of Buyer to submit notice of claim in writing within the time provided or to comply strictly with all requirements hereunder shall constitute an unconditional acceptance of the goods and waiver of all claims.

In the case of goods manufactured in a foreign country, the standards of quality shall be those applied in the country of manufacture for goods exported to the United States . The approval of quality by the foreign government or authorized trade body shall be conclusive.

8. WARRANTIES. The Seller makes no warranties or representations as to the features, quality, condition or use of the goods sold hereunder, except as specifically stated herein. Goods sold as seconds, B grade or other than first quality shall be accepted "as is".

9. LIABILITY. Seller's liability shall be limited to damages not in excess of the difference in value, if any, between the specified contract price and the market value on the specified delivery date of the goods described in this contract. In no event shall Buyer be entitled to claim damages of any other nature including consequential damages or loss of anticipated profit.

10. MODIFICATION. This constitutes the entire agreement between the parties and no modification shall be effective unless agreed to in writing.