TERMS AND CONDITIONS OF PURCHASING INVOICE
MATERIAL MAY NOT BE RETURNED WITHOUT OUR WRITTEN OR EXPRESSED PERMISSION. PLEASE INCLUDE OUR INVOICE NUMBER.
FINANCE CHARGES ON PAST DUE ACCOUNTS ARE 3% OVER PRIME RATE ANNUALLY.
The goods or services covered by our invoices and statements have been manufactured or performed in compliance with the Fair Labor Standards Act of 1938 as amended.
Risk of Loss: Unless otherwise specified on the face of any invoice, the FOB point shall be Seller’s or manufacturer’s location designated on the face of the invoice. Buyer shall bear all risk of loss or damage to the goods, and title shall shift to Buyer upon delivery of the goods to carrier by Seller.
Breakage or Loss in Transit: In the event of breakage or loss in transit, Buyer shall make a notation of the same upon the freight bill before acceptance of material and paying freight. All claims must be made within five (5) days after receipt of goods or they shall be deemed waived by Buyer.
Seller’s Warranties: Seller warrants that the goods sold hereunder will conform to the manufacturer’s specifications, that it will convey good title thereto, and that such goods will be delivered free from any lawful security interest, lien or encumbrance.
Disclaimer of Warranties: Except as is otherwise provided, Seller makes no warranty of merchantability or fitness for a particular use, nor is there any other expressed or implied warranty associated with the sale of these goods. Buyer acknowledges the use of its own skill and expertise in the selection of the product and does not rely to form the basis of the bargain on any oral or written statements, representations, or samples made or presented to Buyer prior to or concurrent with the execution of this contract. Seller assumes no liability for any technical advice given to Buyer on the use of the goods purchased, and Buyer expressly agrees that such advice will be used at its own risk.
Limitation of Remedies and Liability: Buyer’s exclusive remedy for any cause of action is expressly limited to Buyer’s option to replacement of, or repayment of the purchase price for the goods with respect to which damages are claimed. Seller shall not be liable, and Buyer waives all claims against Seller, for incidental or consequential damages based upon negligence, breach of warranty, strict liability in tort or any other cause of action. All claims shall be deemed waived unless made in writing within thirty (30) days of Buyer’s receipt of the goods.
Indemnification: Buyer will indemnify Seller against all claims, loss, liability and expense on account of any injury or death of persons (including Buyer’s employees or damage to property) arising out of Buyer’s unloading, storage, handling, use or resale of the product sold hereunder except for the portion of damages attributable to Seller’s negligence. This indemnity obligation of Buyer will survive termination of this contract.
Patent Infringement: If suit is brought against Buyer alleging that the manufacture or sale of the product sold hereunder infringes any U.S. patent, Seller will defend Buyer and pay any award against Buyer for such infringement, provided Buyer gives Seller prompt written notice and permits Seller to defend. This agreement to indemnify shall not include any goods made specifically for Buyer, Buyer warrants there is no U.S. patent covering them, or Buyer has a right to have them made. Buyer shall assume all responsibility for the use of any design, trademark, tradenames, or part thereof, appearing on the goods at Buyer’s request.
Products Liability: In the event any claim is brought against Buyer, which has a basis that the product sold hereunder is defective or contains a hazardous substance which has caused an injury, Buyer shall immediately notify Seller of such claim, the person asserting the same and the grounds upon which such claim is based.
Applicable Law: This contract shall be governed by and construed in accordance with the Uniform Commercial Code as in effect in the state in which the transaction takes place except as the provisions of such Code are herein modified.
Entire Agreement: This contract contains the entire agreement of the parties. It may not be modified or terminated orally, and no claimed modification, termination or waiver shall be binding on Seller unless in writing signed by a duly authorized representative of Seller. No modification or waiver shall be deemed effected by Buyer’s acknowledgment or confirmation containing other or different terms. All titles to clauses contained on any invoice are for identification only and shall not be construed as being a substantive part of this agreement.