Terms and Conditions
Terms of Agreement. Seller’s acceptance of any offer by Purchaser to purchase the Products is expressly conditional upon the Purchaser’s assent to all the terms and conditions herein, including any terms additional to or different from those contained in the offer to Purchase.
Taxes. Prices on the specified products are exclusive of all city, state, and federal excise taxes, including, without limitation, taxes on manufacture, sales, receipts, gross income, occupation, use and similar taxes. Wherever applicable, any tax or taxes will be added to the invoice as a separate charge to be paid by the Buyer.
Terms of payment. shown on each invoice (will differ)
Delivery. Seller shall pay freight charges on single shipments of 500 pounds net or more by Seller’s regular method of shipment, i.e., via rail, freight forwarders, or motor carrier to any one destination in the United States, Seller reserving the right to control the routing. When any other than Seller’s regular method of shipment is used, terms shall be F.O.B. Seller’s premises with actual freight allowed, but at not more than the lowest of the published rates for the regular method of shipment. Special handling charges by carrier shall be paid by Buyer. All shipments under 500 pounds will be F.O.B. Seller’s premises. In the case of parcel post and express shipments, the actual cost of delivery will be charged.
Conditions. In addition to any legal standards excusing performance due to impracticability, Seller’s duty to perform is expressly conditioned upon the market price of the particular item at that time not exceeding [a certain price] and Seller’s ability to obtain the necessary raw materials to fulfill its obligations.
Materials. Materials furnished by Seller are to be within the limits and of the sizes published by Seller and subject to Seller’s standard tolerances for variations.
Nonconformity. All materials made by Seller are to be inspected before shipment, and should any of such materials prove defective due to faults in manufacture, or fail to meet the written specifications accepted by Seller, Buyer shall not return the goods, but shall notify Seller immediately, stating full particulars in support of his claim, and Seller will either replace goods upon return of the defective or unsatisfactory material or adjust the matter fairly and promptly, but under no circumstances shall Seller be liable for consequential or other damages, losses, or expenses in connection with or by reason of the use of or inability to use materials purchased for any purpose.
Limitation of warranty. NO WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE, IS MADE UNLESS THE SAME IS EXPRESSLY SET FORTH ON THE FRONT OF THIS DOCUMENT.
Exclusion of damages. SELLER HEREBY EXCLUDES AND IN NO EVENT SHALL BE LIABLE TO BUYER FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS.
Sole and Exclusive Remedy. The parties agree that the seller will repair or replace, at the seller’s option, any defective part in the product for a period of 3 days from the date of delivery. This remedy is intended to be the sole and exclusive remedy of the buyer under this contract. Should this sole and exclusive remedy fail of its essential purpose, however, the seller will return the purchase price to the buyer minus the reasonable value of the buyer’s use of the product. The parties also agree that, regardless of the failure of the sole and exclusive remedy, seller will not be liable for any consequential damages of whatsoever kind or nature. The parties intend the exclusion of consequential damages as an independent agreement apart from the sole and exclusive remedy herein.
Cancellation. An order once placed with and accepted by us can be cancelled only with our consent and upon terms that will indemnify us against loss.
Patents. Buyer shall hold Seller harmless from, and release and not make claim or suit against Seller because of, any suits, claims, losses, or other liability made against, or suffered by, Buyer arising from any claim of, or infringement of, patent, copyright, trademark, or other proprietary right, at common law, or claim of unfair trade or of unfair competition, resulting from, or occasioned by, Buyer’s use, possession, sale, or delivery of the merchandise sold to Buyer by Seller.
Seller’s right of possession. Seller shall have the right, in addition to all others it may possess, at any time, for credit reasons or because of Buyer’s default or defaults, to withhold shipments, in whole or in part, and to recall goods in transit, retake same, and repossess all goods which may be stored with Seller for Buyer’s account, without the necessity of taking any other proceedings, and Buyer consents that all the merchandise so recalled, retaken, or repossessed shall become Seller’s absolute property, provided that Buyer is given full credit therefor. The foregoing shall not be construed as limiting, in any manner, any of the rights or remedies available to Seller because of any default of Buyer under the Uniform Commercial Code as in force and effect in the State of Arizona on the date of the signing of this agreement.
Merger; negation of course of dealing, trade usage. This instrument is intended by the parties to be a final, exclusive, complete, and fully integrated expression of their agreement and its terms. NO COURSE OF PRIOR DEALINGS BETWEEN THE PARTIES AND NO USAGE OF THE TRADE SHALL BE RELEVANT TO SUPPLEMENT OR EXPLAIN ANY TERM USED HEREIN.