Warranty Information

2
TERMS AND CONDITIONS OF SALE
THE SALE OF ANY PRODUCTS BY MULIA, INC. ("SELLER") TO BUYER IS SUBJECT TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF THE TERMS AND
CONDITIONS SET FORTH HEREIN. ANY TERM, CONDITION AND/OR PROVISION (HEREINAFTER "TERMS") CONTAINED IN ANY REQUEST FOR QUOTATION, PURCHASE ORDER
OR OTHER FORM OF BUYER, WHICH IS IN ANY WAY INCONSISTENT WITH OR IN ADDITION TO THESE TERMS, IS REJECTED BY SELLER AND SHALL NOT BE BINDING UPON
SELLER OR APPLICABLE TO ANY SALES MADE BY SELLER TO BUYER. BUYER'S APPLICATION FOR CREDIT FROM SELLER, ORDERING OF ANY PRODUCTS FROM SELLER,
PAYMENT OF ANY SUMS TO SELLER FOR PRODUCTS OR RETENTION OF ANY PRODUCTS DELIVERED BY SELLER SHALL BE CONCLUSIVELY DEEMED AN ACCEPTANCE OF
THE TERMS HEREOF. SELLER'S FAILURE TO OBJECT TO ANY CONTRARY TERMS CONTAINED IN ANY COMMUNICATION FROM BUYER WILL NOT CONSTITUTE A WAIVER OF
THE TERMS HEREOF
PRICES: Upon Seller's acceptance of Buyer's Purchase Order, the prices set forth in such
Purchase Order will be firm. Until Seller has accepted Buyer’s Purchase Order, prices
provided by Seller to Buyer in a price list or quotation will be subject to change without notice.
Products described in a price list or quotation may not be available at a particular time.
PAYMENT: UNLESS SELLER OTHERWISE SPECIFIES ON ITS INVOICE, THE ENTIRE
PURCHASE PRICE FOR ALL PRODUCTS SOLD BY SELLER TO BUYER MUST BE PAID
IN CASH TO SELLER WITHIN THIRTY (30) DAYS AFTER SELLER'S DELIVERY OF SUCH
PRODUCTS.
DELIVERY: Unless Seller otherwise specifies, the Products shall be delivered F.O.B. from
Seller's U.S. warehouses, with all shipping and insurance charges to be paid by Buyer. In the
absence of specific instructions by Buyer, Seller may choose the carrier, but shall not thereby
assume any liability therefore, nor shall the carrier be construed to be an agent of Seller.
Seller shall not be responsible for any carrier delays. Seller's liability for risk of loss shall
terminate upon delivery of Products to the carrier. Seller shall not be liable for any damages
or penalty for delay in delivery or failure to deliver, when such delay is due to the elements,
acts of God, acts of Buyer, act of civil or military authority, priorities, fire or floods, epidemics
or quarantine restrictions, riots, strikes, lockouts, differences with workmen, accidents to
machinery or other delays beyond the reasonable control of Seller. If Buyer requires multiple
deliveries, it shall specify the delivery schedule on the face of the Purchase Order and in no
case shall the shipping schedule exceed one (1) year. Where no delivery schedule is
specified, Seller may deliver, and Buyer must accept delivery, within a reasonable time as per
Seller's production schedule. If Buyer delays acceptance of a delivery, its Products may be
allocated to another customer, in which event there may be a delay in filling Buyer's Order. If
Buyer fails to fulfill the terms of payment or Seller has any doubts at any time as to Buyer's
financial condition, Seller may decline to make further deliveries except upon receipt of cash
or satisfactory security. DELIVERY DATES ARE BEST ESTIMATES ONLY. SELLER WILL
NOT BE RESPONSIBLE FOR ANY SHORT OR INCOMPLETE SHIPMENTS UNLESS
SELLER RECEIVES WRITTEN NOTICE OF ANY SUCH SHORTAGES OR MISSING
PRODUCTS WITHIN THIRTY (30) DAYS OF DELIVERY.
TAXES
: All invoices shall be increased by an amount equal to any sales, use, property,
excise or other tax now or hereafter assessed, levied or imposed by any public authority on the
Products or their sale to Buyer, unless Buyer furnishes Seller with a tax exemption certificate
acceptable to the public authority. Buyer shall report and pay any and all such taxes, duties
and other charges related thereto, and shall hold Seller harmless there-from; provided that, if
Seller, in its sole discretion, chooses to make any such payments, Buyer shall reimburse
Seller in full upon demand. No consular fees for legalizing invoices, stamping bills of lading,
or other documents required by the laws of any country or destination, are included in Seller's
quotations or selling prices.
WARRANTY: Buyer will inspect all Products within thirty (30) days after their delivery. The
Products are warranted to be free from material defects in workmanship or material under
normal use and service for the warranty period(s) specified in Seller's quotation or, if no such
period is specified, for thirty (30) days from date of delivery. Seller will replace without charge
any Products found to be defective during the warranty period or at Seller’s option, it may
refund the purchase price for the defective products. In Seller's sole and absolute discretion, it
may replace Products found to be defective after expiration of the aforementioned warranty
period. Seller’s personnel will make final determination of the nature of and responsibility for
defective or damaged Products. Products subject to unusual stress or improper maintenance
or storage are not included in this warranty. This warranty does not cover Products which
have been improperly used or used in an application other than that for which the Products
were intended and does not cover Products which have been modified or repaired without
Seller's approval, or which have been subjected to neglect, accident, damage due to accident,
fire, water, vandalism or other casualty, improper installation or application, or on which the
original identification marks have been removed. Seller's responsibility under the above
warranty shall be limited to the replacement of any Product which is found to be defective
during the warranty period, provided that Buyer immediately reports such failure to Seller in
writing and Seller, upon inspection, finds such Product to be defective. The foregoing warranty
shall apply only if Buyer notified Seller of the defective nature of the Products immediately
upon its receipt of the Products, and if, upon inspection, Seller determines such Products are
defective. If Seller requests, Buyer shall return the defective Products to Seller at Buyer’s sole
expense. If Seller elects to replace defective Products, Seller shall ship such Products as
promptly as reasonably possible and on the same terms and type of carrier as the original
shipment, or, if Seller elects, another carrier or type of carrier as Seller deems appropriate. In
the event Seller makes an error in shipment, for example, the wrong product or incorrect
quantities are shipped, or the shipment goes to the wrong location or arrives at the wrong time,
all of the warranty limitations and restrictions on Buyer’s remedies shall apply in the same
manner as if the product were defective. THE FOREGOING WARRANTY IS IN LIEU OF ALL
OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, OR ARISING BY LAW,
CUSTOM OR CONDUCT, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF
MERCHANTABILITY AND/OR FITNESS FOR ANY PARTICULAR PURPOSE. THE RIGHTS
AND REMEDIES PROVIDED HEREIN ARE EXCLUSIVE AND IN LIEU OF ANY OTHER
RIGHTS AND REMEDIES. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES.
BUYER'S REMEDIES
: If Seller breaches any provision hereof, Seller's liability shall not in any
event exceed the total price for the Products, less the purchase price for any Products
delivered to and accepted by Buyer. IN NO EVENT SHALL SELLER BE LIABLE TO
ANYONE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES
FOR (I) BREACH OF ANY OF THE PROVISIONS HEREOF, INCLUDING, WITHOUT
LIMITATION, PROVISIONS REGARDING WARRANTIES, GUARANTEES, AND/OR
INDEMNITIES; OR (II) ANY CLAIMS BY BUYER CONCERNING THE PRODUCTS,
INCLUDING, WITHOUT LIMITATION, CLAIMS FOR DAMAGES ATTRIBUTABLE TO
DELAYS IN REPLACING PRODUCTS, THE COSTS OF REMOVAL AND REINSTALLATION
OF PRODUCTS, LOSS OF GOODWILL, LOSS OF PROFITS AND/OR LOSS OF USE. In the
event Buyer makes any claims concerning the quality of or defects in any Products, Buyer will
permit the Products in question to be inspected by Seller's management or agents. FAILURE
OF BUYER TO PERMIT SUCH INSPECTION WILL CONSTITUTE A WAIVER OF BUYER'S
CLAIM AND WILL RELIEVE SELLER OF ANY LIABILITY FOR SUCH CLAIM. Buyer
understands that Seller’s management can only agree to any settlement or resolution of its
claims.
APPLICABLE LAW AND JURISDICTION: The Agreement set forth herein shall be construed
under and governed by the laws of the State of California. All disputes hereunder between
Seller and Buyer, which are not otherwise resolved, shall be resolved in a court of competent
jurisdiction for the city in the State of California in which Seller's principal business office is
located. In the sole discretion of Seller, any such action may be heard in another place, which
Seller may designate. Buyer hereby consents to the jurisdiction of such court or courts and
agrees to appear in any such action upon written notice thereof. No action arising out of, or in
any way connected with this document, the Products sold here-under, or any services
rendered by Seller may be brought by Buyer more than one (1) year after the cause of action
has first accrued. If any of the terms or conditions hereof are held void or unenforceable, such
terms or conditions will be treated as severable, leaving the remainder of the terms and
conditions valid and enforceable.
CHANGES IN SPECIFICATIONS: No changes in the type, specifications or quantity of
Products ordered by Buyer will be made unless and until Seller has consented in writing to
such changes and adjusted or reconfirmed prices previously quoted or agreed upon.
ATTORNEYS' FEES: In the event of any dispute or litigation arising hereunder, the prevailing
party will be entitled to recover its reasonable attorneys' fees and court costs. Buyer shall
reimburse Seller for any and all costs or fees incurred by Seller in collecting any past due
amounts owed by Buyer including, but not limited to, all Attorney and or Collection agency fees
as is permitted by the laws governing these transactions.
AUTHORITY OF SELLER'S AGENTS: No sales agent, distributor or representative of Seller
has any authority to bind Seller to any agreement, affirmation, representation, or warranty
concerning any Product or the sale of any Products to Buyer. Unless an agreement,
affirmation, representation or warranty is specifically agreed to in writing by Seller, it does not
form part of the basis of any agreement between Buyer and Seller and shall not in any way be
enforceable. It is expressly understood and agreed that only management personnel at
Seller's principal business office will be authorized to accept any Purchase Order or, once
accepted, agree to its cancellation or modification or the return of any Products shipped
pursuant to such Purchase Order.
ADVANCE SHIPMENTS
: Any Products that are sold to Buyer hereunder may, at the option of
Seller, be shipped to Buyer in advance of the delivery dates specified in Buyer's Purchase
Order, unless Buyer has specified a "not earlier than" shipment date in its Purchase Order.
STANDARD FORMS: BUYER SHALL BE FREE TO USE ITS STANDARD FORMS FOR
CONVENIENCE AND RECORD KEEPING PURPOSES ONLY. IT IS EXPRESSLY AGREED
THAT ANY TERMS OR CONDITIONS SET FORTH IN SUCH STANDARD FORMS WHICH
ARE DIFFERENT FROM OR IN CONFLICT WITH THE TERMS HEREOF, SHALL BE OF NO
FORCE OR EFFECT. THE AGREEMENT OF SELLER TO SELL PRODUCTS TO BUYER IS
EXPRESSLY CONDITIONED UPON THE AGREEMENT OF BUYER TO ALL OF THE
TERMS AND CONDITIONS SET FORTH HEREIN.
ALL ORDERS SUBJECT TO ACCEPTANCE: All orders, including those based upon Seller's
quotation, are subject to acceptance by Seller in its sole and absolute discretion. In deciding
whether to accept an order, Seller will consider the creditworthiness of the potential customer.
Orders shall be deemed accepted by Seller upon issuance by Seller of a confirming
acknowledgment or by shipment.
DAMAGES: BUYER UNDERSTANDS THAT UPON SELLER'S ACCEPTANCE OF BUYER'S
ORDER, SELLER WILL INCUR SUBSTANTIAL EXPENSES AND SUFFER SIGNIFICANT
LOSSES IN THE EVENT BUYER SUBSEQUENTLY BREACHES ITS AGREEMENT TO
PURCHASE THE PRODUCTS. IN THE EVENT OF ANY DEFAULT BY BUYER, BUYER
WILL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES SUFFERED BY SELLER AND
WILL INDEMNIFY SELLER AGAINST AND BE RESPONSIBLE FOR ALL OF SELLER'S
OBLIGATIONS TO ANY THIRD PARTIES SUPPLYING THE PRODUCTS OR
COMPONENTS THEREOF.
INTEREST
: Any amount not paid by Buyer when due will bear interest at the lesser of one
and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.
CREDIT CARD AUTHORIZATION: I have provided a valid credit card number and expiration
date on the reverse side of this Client Information Form and hereby authorize its usage by
Mulia for any orders I wish to have charged under prepaid arrangement. I also authorize its
use to process any outstanding balances on my account, should it become delinquent.
COMPLIANCE WITH LAW: Notwithstanding any provisions to the contrary contained in this
or any other form used by Buyer or Seller, Seller shall have no obligation to sell any Products
to Buyer unless and until all governmental regulations concerning such sale have been
complied with and all necessary governmental permits and authorizations have been obtained.
CANCELLATIONS OR RETURNS: Purchase Orders cannot be cancelled and Products
cannot be returned without Seller's written agreement. Under no circumstances may Buyer
return any Products to Seller unless and until Buyer has obtained from Seller an authorization
number for the specific Products to be returned. In the event that Seller permits any Products
to be returned or any Purchase Orders to be cancelled, Buyer will pay a restocking and/or
cancellation charge equivalent to twenty percent (20%) of the purchase price of the Products
involved. Under no circumstances may any Products be returned thirty (30) or more days after
delivery. Buyer may neither return any Products which are specially ordered or specially
manufactured nor cancel any Purchase Order for such Products.
WAIVER: A waiver by either party of a breach of any provision hereof by the other party shall
not be deemed a waiver of any subsequent breach of the same provision or a waiver of any
other provision of this Agreement. In addition, no waiver by either party of any breach of any
provision of any other contract with any party shall be deemed a waiver of a breach of any
similar provision contained in this Agreement.
PRODUCT SPECIFICATIONS: Buyer understands that the size and trim of Products
described in a quotation, price list or purchase order will be listed in nominal form. Buyer also
understands that variations in shade and size are inherent in all kiln fired Products and are one
of the natural characteristics of all tile.