AGREEMENT: the general conditions of sale are intended by the parties as the final expression of their Agreement. These Terms of Sale together with any other terms specifically agreed to in writing by Seller constitute the entire agreement between Buyer and Seller and supersede any prior representations, agreements, proposals, warranties, or understandings, oral or written, express or implied. No salesperson is authorized to bind the Seller to any promise or understanding not expressed herein.
EXPORT RESTRICTIONS: Buyer acknowledges that the products received from the Seller are subject to the U.S. Export Administration Regulations, as amended, and other applicable laws and related regulations. Buyer hereby gives assurance, with respect to the products and any U.S. origin technical data that the buyer will comply with these regulations.
TAXES AND OTHER CHARGES: In addition to prices quoted the buyer shall pay and be responsible for any and all applicable taxes.
WARRANTIES AND LIMITATION OF LIABILITY: Seller cannot accept liability unless all the claim for loss of, or damage to, merchandise covered by the invoice while in transit are made within three (3) days to the carrier or to seller and notation of all exceptions taken must be noted on all copies of carrier’s delivery receipt at the time of delivery. Seller has made no warranty, expressed or implied that the material covered by this contract is fit for any particular purpose and there are no warranties that extend beyond the description of the material contained in this contract. In no event, whether as a result of breach of contract, warranty, tort, (including negligence of any degree, strict liability or patent infringement) or otherwise, shall Seller be liable for any loss of profit or revenues, loss of use of the Products or Services, or any associated equipment, cost of capital, cost of substitute goods, facilities, services or replacement power, downtime costs or claims of Buyer’s customers for damages.
DELAY IN DELIVERY AND FORCE MAJUERE: Seller shall not be liable for any delay or failure to deliver any or all of the material resulting from causes beyond its reasonable control, including labor disputes, strikes, fire, flood, accidents or any act of God or other causes beyond seller’s control.
FAIR LABOR STANDARDS ACT: Seller certifies that all products manufactured by us in the United States of America comply with the provisions of the Fair Labor Standards Act of 1938 as amended.
PAYMENT, PRICES, AND DELIVERIES: The term of payment shall be net thirty (30) days from date of Seller’s invoice, unless otherwise specified. Prices on material covered by this order will be adjusted to the seller’s price in effect at the time of shipment. Unless otherwise stated, prices are subject to change without notice. No cash discounts or other discounts for prompt payment are offered unless specifically stated on the face hereof. Delivery shall be F.O.B point of shipment unless otherwise stated. Seller reserves the right to reduce the quantities and change deliveries if seller is advised that it will receive from its suppliers reduced quantities of materials or services. Reduced quantities shall be paid for proportionately at the contract price and terms. If the buyer is not satisfied with such changes, the buyer may cancel the uncompleted part of this contract by giving the seller written notice within five (5) days after the receipt of the notice from seller specifying such reduction or change in deliveries. Prices do not include taxes, including but not limited to Value Added Tax (VAT), or governmental charges.
PATENTS, COPYRIGHTS, AND TRADEMARKS/INDEMNITY: No license or other rights under any patents, copyrights or trademarks owned or controlled by Seller or under which Seller is licensed or granted to Buyer or implied by the sale of products or services hereunder. If products sold hereunder are manufactured according to Buyers specifications, Buyer shall defend, indemnify and hold harmless the Seller against any liability or third-party claims for patent, copyright, or trademark infringement on account of such manufacture.
RETURNS & REPLACEMENT: Seller will under no circumstance accept a return from the buyer without a return authorization from the seller. Any applicable restocking fees shall be negotiated between the buyer and the sell prior to return of the material and material must be returned in the original packaging. In the event of a claim by the buyer that the material sold hereunder is defective and seller determines such claim to be justified, seller agrees to replace the material or at its option to refund the purchase price. The buyer agrees to promptly notify seller in writing of such defect; however, in no event shall seller be liable if the buyer fails to notify seller of the defect within three (3) months of delivery, nor shall seller’s liability exceed the value of the invoice. Returned material must be in the original packaging.
DISPUTE RESOLUTION: This Agreement shall be governed by the laws of Commonwealth of Ohio, U.S.A.