The following terms and conditions, including those on the front side of this document, shall constitute the entire Agreement for the purchase and sell of Seller’s products. Any acceptance contained herein is made expressly conditional upon the Purchaser’s assent to the terms which are different from, in addition to, or vary the terms contained in the Purchaser’s purchase order or request for quotations. Such assent shall be deemed to occur upon the failure of the Purchaser to object in writing specifically to such term or terms within 14 days from the receipt hereof. Any terms and conditions contained in the Purchaser’s purchase order or request for quotation which are different from, in addition to, or vary Seller’s terms and conditions shall not be binding upon Seller, and Seller hereby objects thereto.
Unless otherwise mutually agreed upon in writing, all price quotations are firm for 30 days only and automatically lapse upon the expiration of such period. Prices quoted are exclusive of taxes, and Buyer agrees to pay any and all sales, revenue, excise or other taxes (exclusive of taxes based on Seller’s net income) applicable to the purchase of goods Buyer from Seller. If Buyer claims an exemption from any such taxes, Buyer shall provide Seller with a tax exemption certificate acceptable to the taxing authorities.
All sales are made F.O.B. floor of manufacture. Seller’s liability for delivery ceases upon making delivery of goods to the carrier at the shipping point in good condition the carrier shall be the agent of the Buyer. Risk of loss shall pass to Buyer upon such delivery. Unless written instructions are provided by Buyer as to manner of shipment, Seller shall in its discretion select the manner of shipment. Shipping dates are approximate and are based on prompt receipt of all necessary information. Seller shall not be liable for delay or non-delivery due to causes beyond its reasonable control, including but not limited to acts of God, acts of civil or military authority, priorities, fires, strikes, lockouts, slowdowns, factory or other conditions, errors in manufacture, and inability due to causes beyond Seller’s reasonable control to obtain necessary labor, materials, or manufacturing facilities. In the event of any such delay, the date of delivery shall, at the request of seller, be deferred for a period equal to the time lost by reason of the delay.
(A) Seller warrants, except as hereinafter provided, each product sold hereunder, which is assembled by it to be free from defects in assembly under normal use and service for period of one year after shipment thereof to the original purchaser.
(B) SELLER’S WARRANTY EXTENDS ONLY TO PRODUCTS ASSEMBLED BY IT AND IS, TO THE EXTENT PERMITTED BY LAW, IN LIE OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTEIS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY PRIOR WRITTEN OR ORAL REPRESENTATIONS REGARDING SUCH PRODUCTS MADE BY SELLER, ITS EMPLOYEES, AENTS OR REPRESENTATIVES.
(C) PRODUCTS OR COMPONENTS THEREOF, SUPPLIED BY ANY OTHER PARTY TO SELLER WHICH ARE NOT ASSEMBELD BY SELLER ARE COVERED ONLY BY THE INDIVIDUAL WARRANTY OF SUCH OTHER PARTY AND COPIES OF SUCH WARRANTIES WILL BE FURNISHED UPON REQUEST.
(D) Seller reserves the right to inspect products claimed defective under warranty either at the Purchaser’s location or at Charlotte, North Carolina. A defective product is not to be returned to Seller’s plant unless authorized by Seller. Products so returned shall be returned to Seller’s plant, freight prepaid. Any product proving defective due to faulty assembly within one year from date of shipment will be replaced or repaired free of charge, F.O. B. Seller’s plant, Charlotte, North Carolina. Seller assumes no liability for labor charges incidental to the adjustment service, repairing, removal or replacement of the product of other costs, or for the expense of repairs made outside of its factory except when made pursuant to seller’s prior written consent. Seller, at its option, may ship a replacement or replacements immediately under standard billing and make warranty adjustment after inspection of the defective product by means of credit memorandum.
CHANGES IN SPECIFICATIONS OR DESIGN
Seller shall attempt, but shall not be obligated, to incorporate specification or design changes requested by Buyer subsequent to Seller’s acceptance of Buyer’s order, provided, however, that all change requests granted by Seller shall be subject to additional charges and extended delivery dates as Seller shall determine in its sole discretion.
CANCELLATIONS AND RESCHEDULES
Cancellations and reschedules requested by Buyer will be accepted only with the express approval of Seller, and will be subject to cancellation charges or price increases. Cancellation charges will include, without limitation, expenditures made or committed to by Seller for the applicable order and a reasonable allowance for profit.
1. In no case are goods to be returned without first obtaining written permission from the Seller.
2. Unless otherwise expressly agreed, an order for equivalent value must accompany returned merchandise and all such merchandise is accepted for credit only after factory inspection.
3. A Purchaser returning merchandise must pay transportation charges and bear risks of loss or damage to goods while in transit.
If it is possible to do so, Seller shall undertake to assign to Buyer, the warranties, if any, granted by the manufacturer(s) of goods purchased hereunder or components thereof to Seller. Except for the warranty of title, SELLER DOES NOT MAKE, AND HEREBY DISLAIMS, ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO GOODS PURCHASED HEREUNDER, THEIR CONDITION OR OPERATION, THEIR CONFORMANCE WITH ANY SPECIFICTIONS, THEIR SUITABILITY FOR BUYER’S REQUIREMENTS OR AS TO ANY INFRINGEMENT OF PROPRIETARY RIGHTS OF THIRD PARTIES.
LIMITATIONS OF LIABILITY
The maximum liability of Seller to any person arising out of or in connection with the sale or use of any goods delivered to Buyer hereunder, whether such liability arises from a claim based upon contract, tort (including strict liability) otherwise, shall IN NO EVENT EXCEED THE ACTUAL AMOUNT PAID BY BUYER TO SELLER FOR THE GOODS GIVING RISE TO SUCH CLAIM. Under no circumstances shall Seller be liable for incidental, consequential or special damages for any claim of any third party.
Within five (5) business days, commencing upon its receipt of goods purchased hereunder, Buyer must inspect such goods, at its expense and risk, for the purpose of discovering nonconformities or defects therein. Upon discovering a nonconformity, Buyer shall notify Seller immediately, and in no event later than one (1) business day after the expiration of the five (5) day inspection period, and Buyer shall permit Seller a reasonable period to investigate and if necessary, cure the alleged nonconformity. Buyer’s sole and exclusive remedy in the event Seller is unable or unwilling to cure a nonconformity of goods is to reject the goods by so advising Seller in writing, sent certified or registered mail no later than three (3) business days after seller completes its effort to cure or advises Buyer of its decision not to cure, provided, however, nothing herein contained shall absolve Buyer rom its liability for wrongful rejection. Buyer shall not use, and agrees to hold at Seller’s disposition, all rejected goods for a reasonable time after rejection; to follow Seller’s instructions relative to returning the goods to Seller; and transportation related expenses associated with all rightfully rejected products shall be Seller’s responsibility. Buyer’s failure to notify Seller in the manner set forth above and within the time period therein specified shall constitute Buyer’s unqualified acceptance of the relevant goods, and in no event shall Buyer have the right to reject nondefective products or to reject or revoke its acceptance relative to any goods once accepted without Seller’s prior written consent. The terms set forth herein regarding inspection, rejection and acceptance supersede all other statutory provisions conflicting therewith, to the extent permitted by law.
(A) CASH PAYMENT: Net 30 days. A service charge at the rate of 1 ½% per month will be charged on balances which are over 30 days.
(B) F.O.B floor of manufactures unless otherwise stated.
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