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TERMS AND CONDITIONS
<br />I Sales
<br />All sales are expressly conclurnal on Buyer's agreement to the standard terms and conditions herein An of the farms and provisions of Buyer's order whirls are inconsistent
<br />with or in addition to the terms and conditions hereof shall not be hmdmg on Seller and shalt not be considered npplicable to the sale or shipment of the merchandise referred to
<br />hermit Unless Buyer shall notify Seller in waiting to the contrary as soon as prate-able after Buyer's receipt France l, acceptance of the terms and conditions hereof by Buyer shall
<br />be indicated, and, in the absence of such notification the sale and shipment by Seller of the merchandise covered hereby shall be conclusively deemed to be sublecl to the terms
<br />and conditions hereof
<br />2 Warranties
<br />The goods sold by Seller are products of re<ognizea matufeaurers sold under their respective brand or trade name in accordance with their terms and conditions Seller shall use
<br />,is best efforts to obtain from each manufacturer, in accordance with the monufacraar s warranty (copies of which will be furnished upon rev uestl or customer( practice, the repair
<br />or replacemeN of oods That may prove defective tin maknvl, design, or workmanship The faregom~F71 shall constitute the exdusve reme0y of Buyer and Ihs sole oblrganon of
<br />Seller Except as t09 title, SELLER GIVES NO WARRANTY EAPRt55 OR IMPLIED AS TO MERCHANTA81dTY, FITNESS fOR ANY PARTICULAR PURPOSE, OR OTHERWISE Seller
<br />shall not, under any arcumsrace es be liable for any speavl, direct, rndrrecl mndental, exemplary, Ilgwdpsed, or consequential damages to persons or property ansrng out of or
<br />connected with ilia transadrons <onlempio]vd hereby or the design menulacwe sahsequen] sale or use of the goods, mdudrng, but not Lmlted to, less of profit a revenues, loss
<br />of use of the products, ar any nssoaared aqurpmem, cost of capital, cost of salxld e products, fauLlres, service, or replacement power down rime costs, or dorms of Buysl s
<br />custo for such damages Sollars maximum cumulative Labhhry relatwe to cll other dams and Ilabdmes, Including that wgh respect to direct domogits and oblrgatons under
<br />any in mders einmty, whether or not insured, will not exceed the cost of the goods or services yrvmg nse to the dorm of liability Seller diularms all hag6illy rolohve to gmtuaaus
<br />adYrmshen or s s provided by, but nos regurred of seller hereunder If Buyer transfers title to or leases the produch said hereunder to any Rrud parry, Buyer shall Irdemmfy
<br />and defend Seller and it, suppliers agamsl any such damages -
<br />3 Delnerv Title and Risk of Loss
<br />Delivery dates are approximate and based upon receipt of all necessary information from Buyer Unless otherwise specified by Seller, delivery wIll be moda and rule and risk of
<br />loss or damage will pass F O B point of shipment to Buyer and each shipment or delivery shall be considered a separate and independent transaction
<br />4 Excunable Delays
<br />Seller will notify Buyer promptly of any material delay and will specify the revised deli.erv as soon as practicable Seller shall not be liable for delays in 1e6ery or pedormonce
<br />or for failure to manufacture, deimm or pedoim as a result of acts of God, fire , arts of civil or military authority, povernmenhsl priorities, strikes or other disturbances, floods
<br />ti hanspodahan or air shodayes, or mobility as aecouw of causes beyand the reasonable control of Seller to obtain necessary materials, components,
<br />aprdanres +nr tots delays n
<br />winces or fanldres, or any order cause beyond Seller's reasonable con]rol In the event of any such delay there will be no termination and the date of delivery or peformance
<br />shall be extended for a period equal to the time lost by the reason of the delay
<br />5 Returns
<br />Mechandise is not rerun- file without the written consent of Seller Requests In, point sicri +a return must be made within thirty days after recept of shipment Seller will o co
<br />mg outhorzed number for approved returns which must appear on both the customer's shippmg container and the related debit memo Only current items in then air I cor]cns
<br />standard package quantities are subject to return All unauthorized returns wdl be sent back to Buyer at Buyer's expense Return shipments must be prepaid and shipped in
<br />accordance with the instructions set forth on the return ourhoamtron form Credit will be issued, less any rransportatron charges and servmo charges, to cover handling, inspection,
<br />counting repacking, etc
<br />6 Payments and FinanaaI Condinges
<br />Unless otherwise provided, dii percentage cash discount shown in C/D calurnn from retail due ~which It intended to include sales tuxr d any is charaedj If pad by 10th of
<br />the month following purchase, otherwise net paymes] is due by the 15th of the month Fo owing puchwe
<br />A wince charg of 1 1 /tee per month but not to exceed the highest amount allowed by applicable state law, shall be made on all sums due Seller that have nor been paid
<br />within thury (30I days from the invoice Jere, and Buyer v rees to propp ly pay said service chharge If Seller commences litigation or employs ottofneys to collect payment o any
<br />amounts due it from Buyer Buyer agrees to pay reasonable attorneys sums which may be due
<br />Except to the extent otherwise specified by Sutler m its quotation, prorate payments shall become due without setoff as shipments are made If Seller consents to delay shipment
<br />after receipt of any specially ordered products payment shall became due on the date when Seller is prepared to make shipment In the evom of any such delay products shall
<br />be held or Buyer's risk and expense
<br />Any order for products by Buyer shall constitute o representation that boyar is solvent and has the ability ra pay its obligations as they become due In addition, uri Seeer's
<br />request, Buyer will furnish a written representation concerning its salvemy tit anytime prior to shipment r
<br />If Buyer's frnonuol condition at any tone does not justify con]muance of the work to be performed by Seller hereunder on the agreed terms of payment, Seller may revise full or
<br />partial ppayment m advance In the event of Buyers bankruptcy or insolvency -tin it,, .,.at any proceeding rs bmughl against Buyer, vcluniaryor rnvoluntarv under any bankuptcy
<br />or insoivetI jaws, Seller shall be entitled to cancel any order !hen outstardmg at any m e during the pan allowed for ding dams against the estate and shall receive
<br />,mmbursement for Its proper cancellation charges Seller's rights under th s a- cis, are in addition to all tights its they ore available to i at jaw or in equity
<br />7 Dndosua of Information
<br />Any information suggestions or ideas nonam Red by Buyer to Seller in performance her=_undm are raj to be regarded as secret or subamted in confidence except as may be
<br />otherwse provided in waling and signed by a duly authorized ropre,,ro, e of Seller
<br />8 Taxes-
<br />In addition to any price specified herein, Buyer shall pay The gross amount of any present or future sales, use, excise, valueeadded or other similar tax nopiucable to the price,
<br />sale, or delrvmy of any product or services furnished hereunder or to his, eve by Seller or Buyer, or Buyer shall furnish Seller with a tax exemption cerr6cme acceptable to the
<br />taxing authorities
<br />9 Claims Against Seller
<br />In order to give Seller a reasonable opporru ul for Inves!igatmn, any rlaun by Buyer a~omst Seller based wholly or in part upon, or any manner related to this agreement and/or
<br />merchandise sold hereunder, shall be made m writing and delivered to Seller ithrn 13 days after the dote of sole or occurrence gluing hnse to the clam, wh¢hever shall be later,
<br />otharwue such claims shall be waived Each notice of claims shall set forth fully the acts on which the claim is based Any action used on such claim, or otherwise scamp
<br />hereunder, must be cnmmenre<I and prosecuted within two year after the coma of action has accrued
<br />10 General
<br />Any products delivered by Seller hereunder will be produced in compliance with ire Farr Labor Standards Act of 1938 its amended and applicable Seller will comply with
<br />applicable Federal, State and local jaws and regulations its of the dots of any qquotas on, which relate to hI non segregated facilities and Equal Employment Opportumy
<br />(Including the seven paragraphs appealing in Section 202 of Execur, Order 11746 as amended) and (it) Worker's Compensahon Price and, if necessary, delivery will be
<br />equitably adjusted to compensate Seller for the cost of compliance with any other laws and regulations
<br />The delegation or assignment by Buyer of any or all of its duties or lights hereunder without Seller's prior written consent shall be void Any representation, promue course of
<br />dealing, or trade usage nor contained or refereed to herein, svdl not be binding on Seller No modification, amendment, rescission, waver or other change shall be binding c
<br />pre
<br />Seller unless assented to in wnhng b1 Seller's authorized representative The va idiry, performance and all matters refuter to the interpretation and effect of !hu agreement or any
<br />amendment hereto shall be governed by the Uniform Commercial Code as in effect in the stale in which Seller's place o business is located Waiver by Seller of any default by
<br />Buyer hereunder shall nor be deemed a waiver by Seller of any default by Buyer which may thereafter occur
<br />11 Paragraph Headings
<br />Paragraph headings are insaded for convenience only and shall not be deemed to lime or affect the scope of the provisions contained ]herein
<br />REV 09/2009
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