Seller reserves the right to change prices at any time prior to the acceptance by Seller of Buyer’s firm order.
Buyer agrees to pay all excise or other taxes if any, that may be levied on the products referred to herein or upon or in connection with the manufacture, sale or shipment thereof.
The seller will not be liable for failure to perform any order placed, when such failure is due to conditions beyond its control, including but not limited to, fire, flood, strikes or other industrial disturbances, accidents, war, riots, allocations, or freeze rationing orders. If shipments by the Seller are prevented by any of the foregoing conditions beyond the Seller’s control, the Buyer will reimburse the Seller for all commitments of the Seller in connection with this order, including the cost of material completed or in process at the time of the occurrence of such conditions.
Final inspection and acceptance of the material ordered shall be at the Buyer’s plant. Zero-Max, Inc, the manufacturer, warrants that for a period of 12 months from the date of shipment, it will repair or at its option replace any new product which proves defective in material or workmanship, or which does not conform to applicable drawings and specifications approved by the manufacturer. All repairs and replacements shall be F.O.B. factory. All claims must be made in writing to the manufacturer. In no event and under no circumstances shall manufacturer be liable for (a) lost or damaged in shipment; (b) failures or damages due to misuse, improper installation or abnormal conditions of temperature, dirt, water, or corrosives; (c) failures due to operation, intentional or otherwise, above rated capacities, and (d) non-authorized expenses for removal, inspection, transportation, repair or rework. Nor shall manufacturer ever be liable for consequential and incidental damages, or in any amount greater than the purchase price of this product. This warranty is in LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING (BUT NOT LIMITED TO) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE TERMS OF THIS WARRANTY CONSTITUTE ALL BUYER’S OR USER’S SOLE AND EXCLUSIVE REMEDY AND ARE IN LIEU OF ANY RIGHT TO RECOVER FOR NEGLIGENCE, BREACH OF WARRANTY, STRICT TORT LIABILITY OR UPON ANY OTHER THEORY. Any legal proceedings arising out of the sale or use of this product must be commenced within 18 months of the date of shipment.
It is to be understood that the Buyer will pay for any additional expense incurred as a result of the Buyer changing specifications or requirements after its order has been accepted.
It is understood that in the event of cancellation of an order by the Buyer, the Buyer shall promptly reimburse the Seller for (1) the unit contract price of all completed articles, (2) any unamortized portion of amortizable expense such as for tools, dies, patterns, “Get-ready” and similar items, (3) the percentage of the unit contract price of uncompleted articles which is equal to the percentage of completion, as determined by the Seller, including any amounts expended or committed for by the Seller in respect of cancellation. The Buyer shall at his own expense promptly remove all such production materials from the Seller’s property, it being understood that if the Buyer shall not so remove such materials within fifteen days after written request from the Seller, the Seller may remove such materials from its property and store them for the account and at the expense of the Buyer.
The sale of the products mentioned herein will be made by the Seller only under the terms listed here and not under the terms of any purchase order submitted by Buyer, regardless of any provision to the contrary in such purchase order.
In the event of the failure of the Buyer to fulfill the terms of payment hereunder or any other stipulations contained herein, the Seller may at its election defer shipments until satisfactory performance has been made by the Buyer, or cancel all outstanding orders, and such deferment of shipments or cancellation of orders shall not prejudice any claim for damages the Seller may otherwise have against the Buyer. Terms of payment to be subject to Seller’s Credit Department approval.
The Buyer shall hold the Seller harmless from all liability and litigation expense occasioned by the alleged use of any patented or unpatented inventions which result from the manufacture, use or sale of said articles or materials alone or in combination with other materials, structures, or devices.
Notwithstanding any other provision herein, the Buyer will, upon the written request of the Seller, replace at the Buyer’s expense any material the Buyer furnished to the Seller hereunder which proves defective, and the Seller shall be excused from delivering any articles hereunder, until a reasonable time after the Buyer replaces such defective material with material conforming to applicable specifications.