No terms and conditions other than those contained herein shall be binding upon Seller unless accepted by it in writing and signed by an authorized employee. All terms and conditions contained in any prior oral or written communication, including, without limitation, Buyer’s purchase order, which are different from or in addition to the terms and conditions herein, are hereby rejected and shall not be binding on Seller. BUYER WILL BE DEEMED TO HAVE ASSENTED TO ALL TERMS AND CONDITIONS CONTAINED HEREIN IF ANY PART OF THE GOODS AND/OR SERVICES ARE SHIPPED OR AN INVOICE IS PRESENTED IN CONNECTION WITH THE SAID GOODS AND/OR SERVICES. THERE ARE NO UNDERSTANDINGS, TERMS, CONDITIONS OF WARRANTIES NOT FULLY EXPRESSED HEREIN.
All purchase orders are subject to acceptance by Seller and must be submitted in written or electronic format and include the necessary billing and shipping information; no verbal orders will be accepted. Seller is not responsible for incorrect sizes and/or specifications submitted on purchase orders. All requests for cancellations must be made in writing by Buyer and are not subject to cancellation without prior written consent of Seller. BUYER AGREES THAT PRODUCTS PRODUCED BY SELLER ARE CUSTOM MADE FOR BUYER, THEREFORE, ANY ORDERS IN PRODUCTION OR COMPLETED AT THE TIME BUYER’S CANCELLATION REQUEST IS RECEIVED BY SELLER ARE SUBJECT TO CANCELLATION CHARGES UP TO THE INVOICE VALUE OF THE ORDER.
All prices are quoted FOB Seller’s Manufacturing Plant and are valid for 30 days, unless otherwise agreed to in writing. All prices are subject to change without notice. Seller prices do not include any Federal, State or Local Sales, Use, or Excise taxes. Buyer must, prior to placing the first order, provide a copy of the company’s resale certificate in order to be exempt from Seller charging local sales tax.
Shipments will be coordinated to obtain the best costs and services for our customers. Seller is not responsible for damage to goods in transit, and all shipments must be inspected carefully upon receipt and any claim for damage filed with the carrier promptly. Seller assumes no responsibility or liability and will accept no back-charge for loss or damage due to delay or inability to deliver, whether or not such loss or damage was made known to Seller, including but not limited to, liability for Seller’s non-performance caused by acts of God, war, labor difficulties, accidents, inability to obtain materials, delays of carriers, contractors or suppliers or any other causes of any kind whatever beyond the control of the Seller.
Buyer represents that Buyer is solvent and can and will pay for the products sold to Buyer in accordance with the terms hereof and as stated on the Seller’s invoice. If Buyer shall fail to comply with any provision or to make payments in accordance with the terms of the invoice, Seller may at its option defer production and/or shipments or demand payment in advance. A LATE CHARGE OF 1.5% PER MONTH (18% annual rate) OR THE MAXIMUM ALLOWED BY STATE LAW, IF LESS, WILL BE IMPOSED ON ALL PAST DUE ACCOUNTS. Seller reserves the right to change payment terms, including credit limit, upon written notification to Buyer. All deliveries shall be subject to the approval of Seller’s Credit Department. The discount date of any cash discount terms will be based on the invoice date.
Seller warrants that it can convey good title to the products sold and those products sold are free from manufacturing defects for a period of 90 days from the date of shipment. Seller’s products are only warranted to the extent that Seller will provide a new product to replace that which is proven defective by the Seller and does not in any way cover costs associated with the removal or installation of the product or replacement product. There are no warranties, express or implied, with respect to products sold hereunder which are misused or abused. Except with respect to the warranty outlined herein or in the warranty certificate provided to the Buyer, Seller hereby disclaims all warranties, express or implied, including warranties of merchantability and fitness. NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS, IS EXTENDED BY SELLER, OR MAY BE EXTENDED BY BUYER, TO ANY THIRD PERSON.
Seller’s liability hereunder shall be limited to the obligation to repair, replace or credit only those products proven to have been defective in material or workmanship at the time of delivery. Seller’s total cumulative liability in any way arising from or pertaining to any product sold or required to be sold shall NOT in any case exceed the purchase price paid by Buyer for such products. Any advice furnished by Seller with respect to the product is given without charge and without representation as to appropriateness, completeness or suitability of the product for any particular use or application and Seller assumes no obligation or liability for any such advice given, or results obtained. IN NO EVENT SHALL SELLER HAVE ANY LIABILITY FOR COMMERCIAL LOSS, LOST PROFITS, CLAIMS FOR LABOR, OR CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY TYPE, WHETHER BUYER’S CLAIM BE BASED IN CONTRACT, TORT, WARRANTY, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE. IT IS EXPRESSLY AGREED THAT BUYER’S REMEDIES EXPRESSED IN THIS PARAGRAPH ARE BUYER’S SOLE AND EXCLUSIVE REMEDIES.