1. TERMS AND CONDITIONS TO GOVERN - These terms and conditions represent the final and complete agreement of the parties and no terms or conditions in any way modifying or changing the provisions stated herein shall be binding upon our company unless made in writing and signed and approved by an officer or other authorized person at our company. No modification of any of these terms shall be modified by our company's shipment of goods following receipt of Buyers purchase order, shipping request or similar forms containing printed terms and conditions additional to or in conflict with the terms herein. If any term, clause or provision is declared to held invalid by a court of competent jurisdiction, such declaration or holding shall not affect the validity of any other term, clause or provision herein contained.
2. ACCEPTANCE OF ORDERS - All orders are subject to written price verification by authorized our company personnel unless designated in writing to be firm for a specified period of time. Shipment of goods without written price verification does not constitute acceptance of the price contained in the order.
3. SUBSTITUTION - Our company reserves the right, without prior notification, to substitute an alternative product of like kind, quality and function. If the Buyer will not accept a substitute, the Buyer must specifically declare that no substitution is allowed when the buyer requests a quote, if such request for quote is made, or, if no request for quote was made, when placing an order with the our company .
4. PRICE - The purchase price for the products shall be set forth in Seller’s Products list as in effect at the time Products are ordered. Seller has the right at any time to revise the prices of the products with or without written notice to buyer. Such revisions shall apply to all orders received after the effective date of the revision, but shall not affect unfilled orders received by Seller prior to the effective date of the revision.
5. TRANSPORTATION - Unless otherwise provided, our company shall use its judgment in determining carrier and routing. In either case, our company shall not be liable for any delays or excessive transportation charges resulting from its selection.
6. PACKING - Unless otherwise provided, our company will comply only with its minimum packing standards for the method of transportation selected. The cost of all special packing, loading or bracing requested by Buyer will be paid for by Buyer. All cost of packing and shipment for Buyer's special equipment shall be paid for by Buyer.
7. PAYMENT TERMS - Payment terms should be in accordance with the contract set before. The discount applies only to the invoiced value of the material (not to taxes or freight charges). Our company reserves the right to require advance payment or satisfactory security for the goods if the financial condition of Buyer so warrants as determined by our company. If Buyer fails to make payment in accordance with terms of this agreement or any collateral agreement, or fails to comply with any provisions hereof, our company may, at its option (and in addition to other remedies), cancel any unshipped portion of this order. Buyer is to remain liable for all unpaid accounts.
8. TITLE AND RISK OF LOSS - Delivery to carrier shall constitute delivery to Buyer, and thereafter risk of loss or damage shall pass to Buyer. Any claim of Buyer relative to damage during shipping or delivery should be made directly to the carrier. Any claims by Buyer against our company for shortage or damage occurring prior to such delivery to carrier must be made within five (5) days after receipt of the goods and accompanied by original transportation bill signed by carrier noting that carrier received the goods from our company in the condition claimed. Not withstanding passage of the risk of loss to Buyer, title and right of possession to the goods sold hereunder shall remain with Our Company until all payments hereunder, including deterred payments evidenced by notes or otherwise, Interest, carrying charges, and attorneys' fees, shall have been made in cash, and Buyer agrees to do all acts necessary to perfect and maintain such right and title in Our Company.
9. RETURN OF PRODUCTS - Goods cannot be returned, and orders once accepted by our company cannot be canceled, except upon the written approval of our company. Cut to size items and special orders may not be returned unless it has been determined to be provided in error by our company. Customers returning goods are responsible for freight charges.
10. FORCE MAJEURE - In the event either party's performance hereunder is delayed or made impossible or commercially impracticable due to causes such as fire, explosion, strike or other difference with workers, shortage of energy sources, facilities, material or labor, delay or lack of transportation, temporary or permanent plant shutdown, breakdown or accident, compliance with or other action taken to carry out the intent or purpose of any law, regulation or other requirement of any governmental authority, or any cause beyond that party's reasonable control, that party shall have such additional time within which to perform this contract as may be reasonably necessary under the circumstances. However, the obligation of Buyer to pay for Products delivered is never suspended. In addition, if, due to force majeure or any other cause, Seller is unable to produce sufficient Products to meet all demands from customers and internal uses, Seller shall have the right, in its sole discretion, to allocate production among its customers and plants in any manner that Seller deems appropriate without liability to Buyer or any other third party.?
11. REASONABLE ATTORNEY'S FEES - In the event suit or other proceedings shall be brought for the recovery of the purchase price, or any unpaid balance, or the breach by Buyer of any term herein contained, Buyer shall pay to our company, in addition to any damages proved by law, reasonable attorney's fees and costs of collection.
12. LIABILITY - Our company shall not be responsible, obligated, or liable for any injury or damage resulting from an application or use of its products, either singularly or in combination with other products, arising out of acceptance of this order. Our company shall have no liability for errors in weight or quantity delivered unless claim is made by Buyer within five (5) days after receipt of shipment and accompanied by original transportation bill signed by carrier noting that carrier received the goods from our company in the condition claimed. If such timely claim is made by Buyer, and the claim is deemded valid by our company, our company may fulfill its responsibility by either shipping the quantity necessary to make good the deficiency, or at our company 's option, crediting Buyer with the invoice price of the deficiency.
13. WARRANTY - All goods sold by our company are warranted to Buyer to be free from defects in material and workmanship, and manufactured in accordance with industry standards. The foregoing warranty is nonassign able and in lieu of and excludes all other warranties not expressly set forth herein, whether express or implied by operation of law or otherwise including but not limited to any implied warranties of merchantability or fitness. No agent, employee, or representative of our company has any authority to bind our company to any representation, affirmation, or warranty concerning the goods and any such representation, affirmation, or warranty shall not be deemed to have become a part of the basis of this agreement and shall be unenforceable. Any claimed defect in material or workmanship shall be deemed waived by Buyer unless submitted to our company in writing within five (5) days from the date the goods are received by Buyer.
Our company shall not be liable under the foregoing warranty if any loss or damage is caused by improper application or use of the goods. Our company disclaims all liability with respect to the design of the goods and makes no warranty with respect to such design. This warranty is in lieu of and excludes all other warranties, whether express, implied, or statutory, including implied warranties of merchantability or fitness.
14. REMEDIES AND LIMITATION OF LIABILITY - Our company shall not be liable for incidental or consequential losses, damages, or expenses arising directly or indirectly from the sale, handling or use of the goods, or from any other cause relating thereto. Our company's liability, in any case, including for claims of breaches of warranty or negligence is exclusively limited, at our company's option, to the replacement of goods not complying with this agreement, the repayment of, or crediting Buyer with, an amount equal to the purchase price of such goods, or repairing or arranging for repair of the goods. If our company requests the return of the goods, the goods will be redelivered to our company in accordance with our company's instructions. The remedies contained in this paragraph constitute the sole recourse of Buyer against our company for breach of any of our company's obligations, whether of warranty or otherwise. As long as our company makes a good faith effort to rectify any breach, the remedies provided for herein shall be deemed satisfied.
15. SELECTION - Buyer represents that the goods sold hereunder are fit for their actual or intended use and that Buyer placed no reliance on our company's skill or judgment in selecting suitable goods or materials or in the design of suitable goods and materials. Buyer represents that the use and installation of the goods shall be made in compliance with all applicable government requirements. Buyer will defend, indemnify and hold harmless our company, its successors, assigns and subsidiaries from and against all costs (including attorney's fees), damages and liabilities resulting from actual or alleged claims asserted or any penalties proposed or assessed our company for any alleged violation of any local law, rule, regulation or standard, by reason of or in connection with any use of the goods delivered hereunder.