The prices contained herein are on the basis of the following terms, in the expectation that the Buyer will prefer these prices on these terms over higher prices on other terms less favorable to Seller even though such other terms may be specified in printed provisions of Buyers purchasing forms:
- PRICES: All goods are billed at Seller`s price on dates of shipments. Prices are subject to change without notice. Buyer shall accept Seller`s certification of prices applicable on each shipment until the order is completed.
- TAXES: In addition to the prices stated herein the Buyer shall reimburse the Seller for all taxes, excises, or other charges which the Seller may be required to pay to any Government (National, State or Local) upon the sale, production or transportation of the goods sold hereunder.
- DELIVER: Estimates of delivery are subject to revision when complete ordering information is received by Seller. There shall be no liability for failure or delay of delivery due to acts of God, acts of Buyer, Government action, fire, flood, war, accident, labor troubles sabotage inability to obtain material equipment, or transportation, or by other cause beyond the reasonable control of Seller. Upon any such delay or failure, the delivery shall be extended or the items affected may be eliminated from the order (except as provided in paragraph 9).
- SHIPMENTS: All shipments are F.O.B. point of shipment, unless otherwise specified. Title and risk of loss or damage passes to Buyer on delivery to carrier.
- WARRANTIES: Seller warrants the title and merchantability of the goods. If the goods do not meet these warranties, the Seller shall promptly replace the goods, or make a suitable adjustment in the price thereof, or repurchase the goods from the Buyer, provided that written notice is delivered to the Seller within thirty (30) days after the original shipment and provided that the goods have not been processed. The Seller shall not be liable for any loss of business, consequential damages or any other expense, loss or damage incurred by Purchaser or any other entity whether directly or indirectly arising out of the goods sold hereunder and SELLERS LIABILITY HEREUNDER IS EXPRESSLY LIMITED TO THE REPLACEMENT OR REPAIR OF DEFECTIVE GOODS RETURNED TO IT IN THE MANNER PROVIDED ABOVE. THE FOREGOING WARRANTY SHALL BE IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES EXPRESS OR IMPLIED INCLUDING THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
- QUANTITY & MATERIALS: Because of conditions existing in manufacturing the goods, the right is reserved to ship and bill 10% more or less than the exact quantity specified. In the event Buyer has designated any trademark or otherwise raw materials for the goods purchased hereunder, Seller reserves the right to substitute raw products which in its sole judgment are substantially equivalent.
- TOLERANCES: Unless dimensions are limited by a specific tolerance it is understood that the production variations as published by the specific manufacturers of the required material will be acceptable. General title block tolerances on blueprints shall not apply unless agreed in writing by the Seller.
- PARTIAL TOOL CHARGES; Charges for special tools, dies, or fixtures required for production of the goods are partial and tools will remain the property of the Seller.
- CHANCES AND CANCELLATION: Orders accepted by the Seller are not subject to changes or cancellation by the Buyer, except with the Sellers consent. If this sale covers goods that must be manufactured especially for Buyer and such changes or cancellation is made, Buyer shall take all completed goods at full price and all goods in process at cost pro rata profit and Buyer shall reimburse Seller for any loss on materials purchased on the contract for the filling of the order.
- QUOTATIONS: Stenographical and clerical errors are subject to correction. All quotations unless otherwise stated are for immediate acceptance.
- RETURN GOODS: All merchandise, goods, and material ordered, as special items are NOT RETURNABLE. Stock materials will be accepted back into our stock at a 25% re-stocking charge and only with approved written authority by Seller.
- BILLING: All materials will be billed immediately upon delivery. All direct shipments of materials from manufacturer to Buyer will be billed immediately upon shipment notification from the supplier.
- CHOICE: Choice of materials as to type, color, etc. is the Buyer`s ultimate responsibility. Seller will make available all manufacturers information and assistance with the choice. Seller assumes no obligation or liability as a result of the information supplied and the results obtained from the Buyers choice of material.
- CLAIMS. If the Buyer claims delivery of material not as ordered, he must notify Seller within 15 days of receipt of shipment. If such claim is sustained and materials furnished is proved not as ordered to the satisfaction of both parties, the Seller shall have the option in such event of taking back the goods or inspection on Buyers premises and deciding whether he shall repair, replace, or credit. Under no circumstances will the Seller be liable for damages or any claims for expense involved in using the material. Seller will not allow claims for defective goods on that material processed by the Buyer and resulting in change or either dimensions or characteristics from Buyers original specifications. Claims for shortage must be made in writing within 15 days from receipt of goods and in every case the weights found in the shipment, including tare, must be given and the Seller advised of the method used in arriving at a count of the parts.
- ENTIRE CONTRACT: These terms and conditions constitute the entire contract between Buyer and Seller transcending any oral arrangements or representations that may be inconsistent therewith.
- GOVERNING LAW: These terms and conditions of Sale shall be governed by and interpreted under the laws of the State of location of the accepting location.
4.3-3 Rev. 2-19-05