This Purchase Order Agreement (the “Agreement”) is by and between Century Silver Exchange, Inc., a corporation domiciled in the State of Texas, and Buyer, (together, the “Parties”) as follows:
First, Century Silver Exchange, Inc. is the seller of certain products, including, but not limited to, silver Medjugorje rounds depicting the Apparition of the Blessed Virgin Mary (“Rounds”).
Second, the parties desire to enter into this Agreement to state the terms and conditions of sale by and under which Century Silver Exchange, Inc. shall sell Rounds to Buyer and Buyer shall purchase Rounds from Century Silver Exchange, Inc. Buyer understands that Century Silver Exchange, Inc. is the retailer of Rounds and not the manufacturer of Rounds nor the supplier of silver and therefore, the purchase order process will involve other parties and various fees and costs. This Agreement applies to all transactions, current and future, between Century Silver Exchange, Inc. and Buyer.
Third, this is not an outputs nor a fulfillment contract. Buyer does not agree to purchase any specified number of Rounds from Century Silver Exchange, Inc. nor does Century Silver Exchange, Inc. agree to fulfill all of Buyer’s needs for Rounds. Rather, the terms and conditions set forth in this Agreement will govern specific purchase orders submitted to Century Silver Exchange, Inc. by Buyer for Rounds and accepted by Century Silver Exchange, Inc.
Fourth, if there is any conflict between the terms and conditions of any specific purchase order relating to the purchase and sale of Rounds between the parties, and the terms and conditions set forth in this Agreement, the terms and conditions of this Agreement shall apply.
Fifth, in consideration of the foregoing, the parties agree as follows:
Section 1 Purchase Orders and Payment. All purchase orders are subject to approval and acceptance by an authorized representative of Century Silver Exchange, Inc. The terms and conditions of this Agreement apply to all purchase orders. Conflicting terms in any Buyer’s purchase order shall not be binding on Century Silver Exchange, Inc. Each purchase order shall be accompanied by funds, delivered to Century Silver Exchange, Inc. via check, bank wire, or credit card (the “Full Payment”). Upon receipt of Buyer’s Full Payment, Century Silver Exchange, Inc. will initiate the supply and manufacturing process for the Rounds.
Section 2 Supplier Minimum. Century Silver Exchange, Inc. does not require that Buyer purchase a minimum quantity of Rounds per order. However, Century Silver Exchange, Inc.’s supplier has a minimum order quantity requirement of 500 Troy Ounces of silver (the “Supplier Minimum”), and the supplier will hold funds received from Century Silver Exchange, Inc. until the orders aggregate to meet the Supplier Minimum. As the length of the manufacturing process is subject to the Supplier Minimum, Century Silver Exchange, Inc. cannot guaranty, and makes no representation, as to how much time may pass before enough funds are received by the supplier to meet the Supplier Minimum. After the Supplier Minimum is met, the Rounds will be produced and delivered to the Buyer according to the terms of this Agreement.
Section 3 WARRANTIES. CENTURY SILVER EXCHANGE, INC. MAKES NO WARRANTY THAT THE ROUNDS COVERED HEREBY CONFORM TO THE EXPECTATION OF BUYER, AS CENTURY SILVER EXCHANGE, INC. DOES NOT MANUFACTURE THE ROUNDS, BUT MERELY ACTS AS A RETAILER. ALL WARRANTIES ARE EXCLUDED, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CENTURY SILVER EXCHANGE SHALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES DIRECTLY OR INDIRECTLY ARISING OR RESULTING FROM THE BREACH OF ANY OF THE TERMS HEREOF OR FROM THE SALE, HANDLING OR USE OF THE PRODUCTS SOLD. CENTURY SILVER EXCHANGE INC.’S LIABILITY HEREUNDER, EITHER FOR BREACH OF WARRANTY OR FOR NEGLIGENCE, IS EXPRESSLY LIMITED AT THE OPTION OF CENTURY SILVER EXCHANGE, INC.: (A) TO THE REPLACEMENT AT THE AGREED POINT OF DELIVERY OF ANY PRODUCTS FOUND TO BE DEFECTIVE OR NOT TO CONFORM TO THE SPECIFICATIONS SET FORTH IN THE APPLICABLE PURCHASE ORDER, (B) TO THE REPAIR OF SUCH PRODUCTS, OR (C) TO THE REFUND OR CREDITING TO BUYER OF THE PRICE OF SUCH NON-CONFORMING PRODUCTS.
Section 4 Delivery Terms. Delivery dates are approximate and are based upon the Supplier Minimum and prompt receipt of all necessary information, including, without limitation, specifications from Buyer. Unless otherwise specified by Century Silver Exchange, Inc., delivery will be made and title will pass to Buyer F.O.B. point of shipment. Expense and risk of loss of transporting the Rounds which are the subject of a purchase order shall pass to Buyer at point of shipment. Century Silver Exchange, Inc. reserves the right to make delivery in installments. If commercially reasonable, Century Silver Exchange, Inc. may deliver purchase order purchases in installments. Delay in delivery of any installment shall not relieve Buyer of the obligations to accept remaining deliveries.
Section 5 Inspection and Acceptance of Rounds. Buyer shall inspect the Rounds within 10 days of receipt of delivery. Buyer shall report to Century Silver Exchange, Inc. in writing within 15 days of receipt of delivery, any non-conformity or discrepancy in quantity received of Rounds. Notice of such alleged non-conformities or discrepancies should be sent to: CSE, Attn: Customer Service, PO BOX 62, Millsap, TX 76066. Upon Century Silver Exchange, Inc.’s agreement of any failure to conform or discrepancy of the Rounds, Century Silver Exchange, Inc. shall instruct Buyer with respect to the remedy that Century Silver Exchange, Inc. has selected as set forth in Section 3 of this Agreement.
Section 6 Payment. After the Full Payment has been deposited in Century Silver Exchange, Inc.’s bank account and is no longer labeled as a pending transaction, Century Silver Exchange, Inc. will reduce the Full Payment by the applicable shipping, insurance and credit card charges, set forth in the checkout process at the completion of your order, and the remaining funds will be used to purchase supplies and manufacture Rounds (the “Round Funds”). The price and number of Rounds to be purchased from the Round Funds will then be purchased from the Supplier according to the following schedule:
“Spot Price” is the market price of the metal as determined by the supplier on the day the silver is purchased to complete the Buyer’s order (see the publication Spot Price – What Does That Actually Mean?”, for a more detailed description of what “spot” price means in relation to Buyer purchases). The Buyer’s final invoiced price for the Rounds will be determined based on the schedule above. Buyer agrees that once the Round Funds have been paid to the supplier, the Buyer’s purchase is final, regardless of the time between delivery of funds to the supplier and delivery of Rounds to the Buyer. The Buyer acknowledges that there are no returns and no refunds after the Round Funds have been paid to the supplier.
Section 7 Taxes. If prices shown on the purchase order do not include sales, use, excise, or similar taxes, such taxes are to be paid by Buyer.
Section 8 Delay. Century Silver Exchange, Inc. shall not be liable for any failure or delay in manufacture, shipment or delivery of products resulting from any cause beyond Century Silver Exchange, Inc.’s reasonable control, including, but not limited to, provisions of law or governmental regulations, accident, explosion, fire, windstorm, flood or other casualty, strike, lockout, or other labor difficulty, riot, war, insurrection, shortage of or inability to secure labor, raw materials, production or transportation facilities. Shipping dates are approximate and are based on conditions, including, but not limited to, the time of acceptance by Century Silver Exchange, Inc. of the purchase order, the Supplier Minimum, manufacturing delays, and the failure of the Internet including, but not limited to, any disruption, failure and/or error in or of Century Silver Exchange, Inc.’s internal computer systems, or any disruption, failure and/or error in or of any third-party Internet service providers as Century Silver Exchange, Inc. may use from time to time.
Section 9 Cancellation. No Rounds may be returned for credit and no order may be canceled or changed in whole or in part without the prior written consent of Century Silver Exchange, Inc..
Section 10 Compliance with Laws. Century Silver Exchange, Inc. warrants that it has and will continue during the performance of the purchase orders to comply with the provisions of all federal, state and local laws and regulations from which liability may accrue to Buyer from any violation thereof.
Section 11 Assignment. Buyer may not assign this Agreement without prior written consent of Century Silver Exchange, Inc.
Section 12 Specifications. Buyer is fully responsible for the correctness and accuracy of all specifications and instructions on the face of a purchase order. Century Silver Exchange, Inc. will not deviate from such stated specifications and instructions absent a written agreement to make change(s), signed by both Century Silver Exchange, Inc. and Buyer.
Section 13 Indemnity against Patent Infringement. Each party to this Agreement agrees to indemnify and hold the other party harmless from and against patent infringement claims (and damages resulting therefrom or related thereto) asserted by third parties, and based upon such indemnitor-party’s determination to use plans or specifications infringing upon patents held by third parties.
Section 14 Notices. Any notices, requests, demands, or other communications between the parties hereto shall be in writing and deemed given when received, via hand-delivery or sent by certified or registered mail, postage prepaid, return receipt requested, to Buyer at the address set forth in the introductory paragraph to this Agreement and Seller at the address set forth in Section 5, or at such other address as such party shall hereafter furnish in writing to the other.
Section 15 Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby, and every provision of this Agreement shall remain in full force and effect and enforceable to the fullest extent permitted by law.
Section 16 Headings. The headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of any article or section of this Agreement.
Section 17 Waiver. Neither party’s waiver of the other’s breach of any term, covenant or condition contained in this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition in this Agreement.
Section 18 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
Section 19 Governing Law. This Agreement shall be governed by and construed in accordance with all applicable federal laws and regulations, and, to the extent applicable, the laws of the State of Texas.
Section 20 Venue; Waiver of Jury Trial. The parties hereto (i) agree that any suit, action or other legal proceeding arising out of or relating to this Agreement shall be brought and heard in a court of competent jurisdiction in the State of Texas and the United States District Court for the Northern District of Texas; (ii) consent to the jurisdiction of any such court in any such suit, action or proceeding; and (iii) waive any objection to the laying of venue of any such suit, action or proceeding in any such court. The prevailing party will be entitled to costs and reasonable attorneys’ and paralegals’ fees. Both parties waive any objection based on forum non-conveniens and any objection to venue in any action instituted hereunder.
BUYER AND CENTURY SILVER EXCHANGE, INC., JOINTLY AND SEVERALLY, HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS, WHETHER VERBAL OR WRITTEN, OR ACTIONS OF EITHER PARTY. THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT ANY SUCH TRIAL SHALL BE CONDUCTED BEFORE THE JUDGE OF A COURT OF COMPETENT JURISDICTION AS TRIER OF FACT.
Section 21 Modification. There are no terms, conditions, understandings or agreements between Buyer and Century Silver Exchange, Inc. other than those stated herein and all prior proposals and negotiations are merged herein. This Agreement shall control all transactions between Century Silver Exchange, Inc. and Buyer unless and until such time as it is amended by Century Silver Exchange, Inc. Buyer agrees that Century Silver Exchange, Inc. may amend this Transaction Agreement at any time and from time to time, that Century Silver Exchange, Inc. may give notice to Buyer of any amendment by mailing or emailing a copy of the amended Agreement to the address or email address provided by the Buyer (or any updated address provided by Buyer in the interim), and that following such mailing, the amended Transaction Agreement shall govern succeeding transactions and any interaction with Century Silver Exchange, Inc. NO TERMS AND CONDITIONS IN ANY WAY ALTERING OR MODIFYING THE PROVISIONS HEREOF SHALL BE BINDING UPON CENTURY SILVER EXCHANGE, INC. UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF CENTURY SILVER EXCHANGE, INC. NO MODIFICATION OR ALTERATION OF THE PROVISIONS HEREOF SHALL RESULT FROM CENTURY SILVER EXCHANGE INC.’S SHIPMENT OF ROUNDS FOLLOWING RECEIPT OF BUYER’S PURCHASE ORDER, SHIPPING ORDER, OR OTHER FORMS CONTAINING PROVISIONS, TERMS AND CONDITIONS IN ADDITION TO OR IN CONFLICT OR INCONSISTENT WITH THE PROVISIONS HEREOF.
Section 22 Relationship; Investment Risk; No Advice. Buyer acknowledges and agrees that (i) no fiduciary relationship exists between Century Silver Exchange, Inc. and Buyer, (ii) the decision to purchase Rounds are the Buyer’s decision alone, and (iii) purchases are made subject to Buyer’s own prudence and judgment. Buyer acknowledges his understanding that Rounds carry capital risk. Rounds may appreciate, depreciate, or stay the same depending upon a variety of factors. Century Silver Exchange, Inc. cannot guarantee, and makes no representation, that the Rounds will appreciate at all or appreciate sufficiently to make Buyer a profit at any time. Buyer also acknowledges that the market for Rounds can be volatile and that the price for Rounds may rise or fall over time. Buyer further acknowledges that past performance is no guarantee of future performance. Century Silver Exchange, Inc. does not provide tax, investment, or legal advice or advisory services, and no one associated with Century Silver Exchange, Inc. is authorized to provide any such advice or services. The subject matter contained in this Agreement and any communications from or publications of Century Silver Exchange, Inc., whether written or oral, are based on Biblical principles and designed to give you accurate and authoritative information regarding the subject matter covered. It is provided with the understanding that Century Silver Exchange, Inc. is not engaged to render legal, accounting or other professional advice. Since your situation is fact-dependent you may wish to additionally seek the services of an appropriately licensed legal, accounting, or real estate professional.