1.Acceptance
All sales are subject to an expressly
conditioned upon the terms and
conditions contained herein, and
upon Buyer’s assent thereto. No
variation of these terms and
conditions will be binding upon
Seller unless agreed to in writing
and signed by an officer or other
authorized representative of Seller.
2.Changes
Orders arising hereunder may be
changed or amended only by written
agreement signed by both Buyer and
Seller, setting forth the particular
changes to be made and the effect,
if any, of such changes on the price and
time of delivery. Buyer may not cancel
this order unless such cancellation is
expressly agreed to in writing by Seller. In
such event, Seller will advise Buyer of the
total charge for such cancellation, and
Buyer agrees
to pay such charges, including, but not
limited to, storage and shipment costs,
costs of producting non-standard
materials, costs of purchasing
non-returnable materials, cancellation
costs imposed on Seller by its suppliers,
and any other cost resulting from
cancellation of this order by Buyer which
is permited by Seller.
Certification of such costs by Seller’s
independent public accountants shall be
conclusive on the parties hereto.
3.Delivery, Claims, Delays
Unless specified differently in writing, all
sales are FCA Seller’s shipping point.
Delivery of goods to the carrier at Seller’s
plant or other loading point, shall
constitute delivery to Buyer and
regardless of shipping terms, all risk of
loss or damage in transit shall be borne
by Buyer.The general method of
shipment for each item will be in
accordance with the method specified by
Buyer.
However, Seller reserves the right, in its
discretion, to determine the exact
method of shipment. Seller reserves
the right to make delivery in installments,
all such installments to be separately
invoiced and paid for when due per
invoice, without regard to subsequent
deliveries. Delay in delivery of any
installment shall not
relieve Buyer of Buyer’s obligation to
accept remaining deliveries.
Immediately upon Buyer’s receipt of any
goods shipped hereunder, Buyer shall
inspect the same and shall notify Seller in
writing of any claims for shortages,
defects or damages and shall hold the
goods for Seller’s written instructions
concerning disposition.
If Buyer shall fail to so notify Seller within
three days after the goods have been
received by Buyer, such goods shall
conclusively be deemed to conform to
the terms and conditions hereof and to
have been irrevocably accepted by the
Buyer. Seller shall not be liable for any
loss, damage or penalty as a result of any
delay in or failure to manufacture,
deliver, or otherwise perform hereunder
due
to any cause beyond Seller’s reasonable
control, including, without limitation,
unsuccessful reactions, act of Buyer,
embargo or other governmental act,
regulation or request affecting the
conduct of Seller’s business, fire,
explosion, accident, theft, vandalism,
riot, acts of war, strikes or other labor
difficulties, lightning, flood, windstorm or
other acts of God, delay transportation,
or inability to obtain necessary labor,
fuel, materials, supplies, or power at
current prices.
4.Allocation of Goods
If Seller is unable, for any reason, to
supply the total demands for goods
specified in Buyer’s order, Seller may
allocate its available supply among any or
all buyers on such basis as Seller may
deem fair and pratical, without liability
for any failure of performance that may
result thereform.
5.Payment
Terms of sale are net 30 days of date
of invoice, unless otherwise stated.
If the financial condition of Buyer result
in the insecurity of Seller, in its sole and
unfettered discretion, as to the ultimate
collectability of the purchase price, Seller
may, without notice to Buyer, delay or
postpone the delivery of the products;
and Seller, at its option, is authorized to
change the terms of payment to payment
in full or in part in advance of shipment
of the entire undelivered balance of said
products. In the event of default by
Buyer in the payment of purchase price
or otherwise, of this or any other order,
Seller, at its option, without prejudice to
any other of Seller’s lawful remedies,
may defer delivery, cancel this Contract,
or sell any undelivered products on hand
for the account of Buyer and apply such
proceeds as a credit, without set-off or
deduction of any kind, against the
contract purchase price, and Buyer
agrees to pay the balance then due to
Seller on demand. Buyer agrees to pay all
costs, including, but not limited to,
reasonable attorney and accounting fees
and other expenses of collection
resulting from any default by Buyer in
any of the terms hereof.
6.Taxes and Other Charges
Any use tax, sales tax, exise tax, duty,
custom, inspection or testing fee, or any
other tax, fee, or charge of any nature
whatsover imposed by any governmental
authority, on or measured by the
transaction between Seller and Buyer
shall be paid by Buyer in addition to the
prices quoted or invoiced. In the event
Seller is required to pay any such tax, fee,
or charge, Buyer shall reimburse Seller
therefor; or, in lieu of such payment,
Buyer shall provide Seller, at the time the
order is submitted, an exemption
certificate or other document acceptable
to the authority imposing the tax, fee,
or charge.
7.Warranties
Seller warrants that its products shall
conform to the description of such
products as provided to Buyer by Seller
throught Seller’s catalogue, analytical
data, or other literature.
This warranty
is exclusive, and Seller makes no
other warranty, express or implied,
including any implied warranty of
merchantability or fitness for any
particular purpose.
Seller’s warranties
made in connection with this sale shall
not be effective if Seller has determined,
in its sole discretion, that Buyer has
misused the products in any manner, has
failed to use the products in accordance
with industry standards and practices,
or has failed to use the products in
accordance with instructions, if any,
furnished by Seller.
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