Conditions of Sale
1. Seller warrants that the material sold hereunder meets Seller’s standard specification for the material or such other specifications as have been specifically incorporated herein. Other than warranty of title, as provided in the Uniform Commercial Code, Seller makes no warranties, expressed or implied and none shall be created, whether under the Uniform Commercial Code or otherwise of the merchantability or the fitness for a particular purpose of the material sold hereunder.
2. No claim of any kind, for goods delivered or not delivered, shall be greater in amount than the purchase price of the goods in respect to which such damages are claimed; and failure to give notice of claim within fifteen (15) days from date of delivery, or the date fixed for delivery; respectively, shall constitute a waiver by the Buyer of all claims in respect of such goods. Goods shall not be returned without Seller’s written permission. No claim shall be allowed after goods have been processed in any manner. In no event and under no circumstances shall Seller be liable for damages of any kind or nature, whether direct, indirect or consequential.
3. Seller reserves the privilege of requiring that on or before the fifteenth (15th) day of each month Buyer shall furnish definite shipping instructions for the quantity required during the succeeding month, but Seller reserves the privilege of not shipping in any month more than a prorated amount of the entire quantity sold.
4. Seller’s weights taken at shipping point shall govern, unless proven in error.
5. Unless otherwise specifically provided herein, terms shall be net cash on receipt of invoice. In the event Buyer fails to fulfill the terms of payment, or in case Seller shall have any doubt at any time as to Buyer’s financial responsibility, Seller may decline to make further deliveries hereunder except upon receipt of cash or security or on other terms satisfactory to Seller.
6. All prices quoted herein are net of all taxes. Buyer shall reimburse Seller for all taxes, imposts, duties or other charges levied by a Government (national, state, or local) upon the production, severance, manufacture, sale, shipment, delivery, use, storage or consumption of the material sold hereunder.
7. Seller shall not be liable for the default or delay, in whole or in part, in the performance of any of its obligations hereunder due to any cause beyond its control, including, but not limited to, Acts of God, accident, fire, flood, storm, strike, war, sabotage, explosion, riot, labor disturbance, national defense requirement, Government regulation, ordinance, rule, or law, whether valid or invalid, inability to obtain energy, raw material, labor, equipment or transportation, or any similar or different contingency which would make performance commercially impracticable. Quantities so affected may not be eliminated from this order.
In the event of Seller’s inability, for any reason, to supply the total demands for the material specified herein, Buyer will accept partial shipment and Seller shall have no obligation to purchase supplies of such material to enable it to fulfill this order. Seller may, at its discretion, allocate its available material among any or all of its regular customers whether or not contractually obligated to supply any such customer, as well as departments, divisions, or affiliates of the Seller on such basis as Seller shall deem fair and practical, without liability for any failure of performance which may result therefrom.
In the event of any Governmental action which prevents Seller from making a price increase or continuing any price in effect, Seller, by giving Buyer thirty (30) days prior written notice, may cancel this order.
8. Buyer is fully aware of the nature and properties of the material sold hereunder. Seller shall not be liable to Buyer and Buyer assumes all risks and liability from the purchase, unloading, storage, handling, consumption, and use of the material sold hereunder, whether used singly or in combination with other products. Buyer shall indemnify and hold Seller harmless from claims of third parties with regard to the material sold hereunder after delivery thereof by Seller to a carrier.
9. This order is not assignable or transferable by Buyer, in whole or in part, except with written consent of Seller.
10. It is expressly understood that any technical advice or assistance furnished Buyer before or after delivery in connection with the use or processing of the products sold hereunder or the design or operation of any machinery or equipment for use in connection with the unloading, storage, handling, shipment, processing, or use of such products will be without charge to Buyer and given by Seller and accepted by Buyer on the basis that Seller assumes no obligation or liability for the advice given or the results obtained, all such advice being given and accepted at Buyer’s sole risk.
11. Buyer acknowledges that it has received and is familiar with Seller’s labeling and/or literature concerning the products sold hereunder and will forward such information to its employees and customers of such products, if any.
12. The conditions stated herein constitute the entire agreement between the Buyer and Seller with respect to the material sold hereunder and supersedes all prior proposals, purchase orders, agreements or commitments, whether written or oral, prior to the Invoice Date hereof. No modification of the terms and conditions shall be of any force or effect unless in writing and signed by a duly authorized representative of Seller and no modification shall be effected by the acknowledgement or acceptance of purchase order containing different conditions.
13. Waiver by Seller of Buyer’s performance of any term or condition herein shall not be construed to be a waiver of any other term or condition nor shall such waiver be held to be a waiver of Seller’s right to enforce such term or condition at any subsequent time during the period covered by this invoice.
14. This contract shall bind and inure the benefit of the executors, administrators, survivors, and assigns of the Buyer and the Seller.