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Sql~>s: TERMS AND CONDITIONS
<br />All sales are expressly conditional on Buyer's agreement to the standard terms and conditions on the front and back of this form. Any of the terms and provisions of Bu er's order
<br />which ore inconsistent with or in dddifiatrto the terms brad conditions hereof shall not be binding on Seller and shall not be considered applicable to the sale or shipment of
<br />the merchandise referred to herein. Unless Buyer shatl"fio}ify Seller in writing to the contrary as soon as practicable after Buyer's receipt hereof, acceptance of the terms an<i
<br />conditions hereof by Buyer shall be indicated, and, in the o Bence of such notification, the sale and shipment by Seller of the merchandise covered hereby shall be conclusi. ly
<br />deemed to be subject to the terms and conditions hereof.
<br />2. Warranties ~ a , , ,_
<br />The goods sold by Seller are products of retognizedmonttfacfurers sold under their respective brand or trade namesiq accordance with their terms and conditions. Seller ;~ ,il
<br />use its best efforts to obtain From each manufacturer, in accordance with'the manufacturer's warranty (copies of which will be furnished upon request) or customary Prar, ce, d,<;
<br />repair or replacement of goods that may prove defective in material, design or workmanshie The Foregoing shall constitute the exclusive remedy of 8u er and the so,e ablination
<br />of Seller. Except as to tide, SELLER GIVES NO WARRANTY, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY FITNESS FOR ANY PARTICULAR PURPOSE, OR OTHERWISE. Sc,ii
<br />shall not, under any circumstances be liable for any special, direct, indirect, incidental, exemplary, liquidated, or consequential damages to persons or property arising out of ~,-
<br />connected with the transactions contemplated hereby or the design, manufacture, subsequent sale, or use of the goods, including, but not limited to, loss of profit or revenues, ices.: .,...
<br />of use of the products or any associated equipment; cost of capital, cost of substitute products, facilities, service or replacement power, down time, costs, or claims of Buvnr~,
<br />tamers for such damages, Seller's maximum cumulative liabiliy relative to all other claims and liabilities, including that with respect to direct damnges and obligut
<br />indemniy, whether or not insured, will not exceed the cost of the goods or services giving rise to the claim or liability. Seiler disclaims all liabiliy relative to gratuitous h. ,
<br />or services provided by, but not required of seller hereunder. If Buyer transfers title to or leases the products sold hereunder to any third party, Buyer shall indemnify an,i ,;. ~
<br />Seller and its suppliers against any such damages.
<br />3. Delivery, Title and Risk of Lass:
<br />Delivery dates are approximate and based upon receipt of ail necessary information from Buyer. Unless otherwise specified by Seller, delivery will be made and title will p;,-
<br />F.O.B. point of shipment to Buyer and each shipment or delivery shall be considered a separate and independent transaction. Risks of loss or damage pass to Buyer on delivery.
<br />4. Excusable Delays:
<br />Seller will notify Buyer promptly of any material delay and will specify the revised delivery as soon as practicable. Seller shall not be liable for delays in dative or erforman.e,
<br />or for failure to manufacture, deliver or perform as a result of acts of God, fire, acts of civil or military authority, governmental priorities, strikes or other di is urbaocea, floods
<br />epidemics, war riots, delays in transportation or car shortages, or inobifiy on account of causes beyond the reasonable control of Seller to obtain necessary materials, compan~,n';,
<br />services or facilities, or any other cause beyond Seller's reasonable control. In the event of any such delay there will be no termination and the date of delivery or performanc
<br />shall be extended for a period equal to the time lost by reason of the delay.- -
<br />5. Returns:
<br />Merchandise is not returnable without the written consent of Seller. Requests for permission to return must be made within thirty days aker receipt of shipment. Seller will as{r , c;;r
<br />authorized number for approved returns which must appear on both the customer's shipping container and the related debit memo. Only current items in their original car, >r ,;, `-
<br />standard packo~e quantities, are subject to return. All unauthorized returns will be sent back to Buyer gt Buyer's expense. Return shipments must be pre-paid and shipped in aecc,
<br />dance witfi the rristructions set forth on the return authorization form. Credit wiR be issued, less any transportation charges and service charges to cover handling, inspection,
<br />counting, repacking, etc. ., ~ ~
<br />6. Payments and Financial Conditions:
<br />Unless otherwise provided on the other side hereof, deduct percentage cash discount shown in C/D column from total due (which is intended to includ<_= rcrlc; k; Y. rt - :; C `"
<br />charged) if paid by 10th of the month following purchase, otherwise net QaYment is due by the 15th of the month following purchase. ' '"
<br />A service charge ofd.%gper month, but not to exceed the highest'pmounFiaw fl~.allowed„by contract in this state, shall be made on ail sums due Seller which have not L,F rn
<br />"paid within ifiirty (3` dd-oys from the invoice date, and Buyer a~~ees to prnmpdyr sa"1$it~tJice charge. IF Seller commences litigation or employs attorneys rotoflect payment of
<br />an omoonts due it from uyer, Buyer agrees to pay reasonable attorney's sums which may be due.
<br />Except to the extent otherwise specified by Seller in its quotation, prorate payments shall become due~without setaff.as shipments are made. if Seiler consents to delay shipment .,
<br />aker receipt of any specially ordered products, payment shall become due on the date when-Seller is prepared to make shipment. in the event of any such decay, prgdu .ts s+r3il
<br />be held at Buyer's risk and expanse.
<br />Any order for products by Buyer, shall constitute a representation that Buyer is solverif `and hc4s=the abiliy to pay'its obligations as they become due. in addition, upon Seli:r's
<br />request, Buyer will furnish a written representation concernirfg its solvency at apytime prior to shipment:
<br />If Buyer's financial condition qt any time does not 'ustify continuance of-the wgr~a,t9 be performed:hy 5eller.hereundec.on tho agreed terms of payment, Seller may require ~
<br />partial payment in advance. In the event of Buyer's ~ankruptcyy or insolvencyy, or in t}re event any proceeding is braeght aplginst Bu er, voluntary or involuntary, under , ~„ '
<br />or insolvency laws, Seller shall be entitled to cancel any ardor then oufsfanding of any time duririg the period allowed for tiling claims against the estate, cn 1 shc,'I ,
<br />eimbursement for its proper cancellation charges. Bailer's rights under this article are in addition to alt rights as they nre available to it at law ar in equity.
<br />Disclosure of Information
<br />Any information suggestions or ideas transmitted by Buyer to Seller, or in performance hereunder are not to be regarded as secretor submined in confidence eK ,
<br />otherwise provided in writing and signed by a duly authorized representative of Seller,- '
<br />8, Taxes:
<br />In addition to arty F,rice specified herein, Buyer shall pay the gross amount of pny_presenf or Future sales; use, excise, value-added, ar other similar tax apphc:abia iu t'
<br />sale, or delivery of any product or services furnished hereunder or to their use by,5tllfer,af 8tiaf'ar;iar`$uyer shall furnish Seller:with a tpxpxemption certific,te 7,r r, ,,,,:," •
<br />foxing authorities.
<br />9. Claims Aaainsi Seller gg '
<br />!n order tq ive Seller a reasonable o ovum for investi ation, an claim b Bu era amst Seller based whop or in art u on or an manner related to thi< o reemen~
<br />otherwise such c ~hmss hadll behwaiivedmEachnotice of c aimgds slivered to Seller withfn-(30~days after the date of sale or occurrence g[vingrise to the claim, whichev~ - ~'
<br />hail set forth fully the facts on which the claim is based. Any action based on such claim or otherwise ar ~,i
<br />must he commenced and prosecuted within two years aker the cause of action has accrued.- - --
<br />)0. general:
<br />Any products delivered by Seller hereunder will be produced in tom liance with the Fair Labor Standards Act of 1938 as amended and applicable. Seller wiH ccmnlti
<br />appplicable Federal, State, and local laws and regulations as of the date of any quotation, which relate to (i) non-segregated facilities and Equal Employment Op~ort,r ,t
<br />ciudmg the seven paragraphs appearingg in Section 202 of Executive Order 1 1746 as o'mer5ded); and (ii) Worker's Compensation. Price and, if necessary, dehve:ry w ~ ,
<br />equitably adjusted to compensate Seller for the cost of compliance with any other laws and regulations.
<br />The delegation or assignment by Bu er of any or all of its duties or rights hereunder without Seller's prior written consent shall be void. Any representation promise, course c,+
<br />dealing or trade usage not contained or referred to herein will not be binding on Seller. No modification, amendment, recision, waiver or other change" shall 6e binding Qn Set,`; r
<br />unless assented to in vrriting by Seller's authorized re resentative. The validry performance and^.gll masters relating to the interpretation and effect of this agreement or :r.
<br />amendment hereto shall be governed by the Uniform Cpommercial Code as in effect m the state in which Seller's place of business is located. Waiver'by Seller of any do-aaulP `i
<br />Buyer hereunder shall not be deemed a waiver by Seller of any default by Buyer which may thereafter occur.
<br />11. Paragraph Headings;
<br />Paragraph headings are inserted far convenience only and shall not be deemed to limit or affect the scope of the provisions contained therein.
<br />REV. 8,`2nC ; I
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