These proposal terms and conditions take precedence over any previous course of dealing between the parties, whether written or verbal. This quotation may not be amended, changed, modified or rescinded except by a written document signed by an authorized official of the Seller. Any order or contract resulting from this quotation shall be subject to the Seller’s Standard Terms & Conditions of Sale
The prices quoted herein are subject to change by the Seller on notice. The Buyer shall pay the additional amount of any present or future tax applicable to the sale, manufacture, use or other handling of material or products hereunder which may be imposed by any taxing authority.
Delivery dates quoted are estimated and subject to prior orders on file with the Seller. The Seller shall not be responsible or liable in any way for any failure or delay in delivery due to fires, floods, labor troubles, breakdowns, delay of carriers, total or partial failure in sources of supply or transportation, or any other cause beyond the Seller’s control. In no event shall the Seller be liable for any late charges, penalties or prospective profits or for any special, indirect or consequential damages.
TERMS & PAYMENTS
Terms of payment shall be set forth on the face hereof. Pro-rata payments shall be made for partial shipments. All orders from the Buyer and all shipments shall be subject to approval of the Seller’s Credit Department. If the Seller determines that the Buyer’s financial responsibility is impaired or unsatisfactory or if the Buyer fails to make any required payment under any contract, then the Seller may defer or decline to accept any orders or to make any shipments except upon receipt of satisfactory security or cash payments in advance or it may terminate the contract(s). If any shipment is delayed by the Buyer for any reason and without prior written agreement, payment therefore shall become due as if shipment had been made.
The Seller warrants that the product quoted hereunder shall be free of defects in material and workmanship for a period of one (1) year from date of shipment. If a product, or any part thereof, becomes defective under normal use and service within this warranty period, the Seller will repair or replace such defective product or part at the Seller’s plant or at the Seller’s option, will refund the purchase price to the Buyer provided that in any case the Buyer notifies the Seller in writing at the time the defect is discovered. The Seller shall not be liable for special, indirect or consequential damages, prospective profits or charges for repairs or alterations made by others without the Seller’s written consent. There are NO WARRANTIES, express or implied, made by the Seller except as set forth in this paragraph which shall be IN LEIU OF any other express or implied warranty, condition or guarantee, including any implied WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS for purpose or any warranty under STRICT LIABILITY.
DELIVERY TO CARRIER
Delivery to the carrier at the F.O.B. point shown on the face hereof shall constitute delivery to the Buyer who shall assume all risks for subsequent loss or damage. The foregoing shall not be affected by the fact that all or part of the freight charges may be prepaid, assumed or allowed by the Seller.
The Seller undertakes that the products quoted hereunder to the Buyer will, at the time of shipment, be as described in this quotation and have been produced in compliance with the applicable regulations to the Fair Labor Standards Act of 1938 as amended.
The Buyer is responsible for the suitability and application of the products quoted hereunder. The giving or failure to give advice or recommendations of any character by the Seller shall not impose any liability upon the Seller. The Buyer is not granted any license to use any of the Seller’s patents, trademarks or trade names.
Material or products covered by a contract resulting from this quotation may be cancelled or returned only by express written permission of the Seller signed by an authorized official. The Buyer shall pay any cancellation, handling or restocking charges which the Seller imposes.