1. TERMS AND CONDITIONS. The obligations
and rights of the party identified as the ("Buyer")
and Seller shall be governed only by these terms and conditions.
The provisions of any purchase order or other writing inconsistent
herewith, shall not constitute a part of this contract of
sale. If any of the terms and conditions hereof is not acceptable
to Buyer, Buyer shall notify Seller in writing within five
(5) business days of Buyer's receipt of this contract of
sale. This is intended by the parties to be a final expression
of their agreement and is a complete and exclusive statement
of the terms and conditions of such agreement and supercedes
all prior and contemporaneous promises, covenants, agreements,
understandings, negotiations and discussions between the
parties.
2. LIMITED WARRANTY. Seller warrants the
Products are free from defects in material and workmanship
under ordinary and normal use and service for a period of
ninety (90) days from the date first placed into service,
provided such first date of service is within two hundred
seventy (270) days from the date of shipment by Seller.
THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES AND REMEDIES WHATSOEVER, INCLUDING, BUT NOT LIMITED
TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS
FOR A PARTICULAR PURPOSE. Seller and its representatives
may, from time to time, offer recommendations and advice
with respect to the use of the Products. Any such recommendations
and advice are not warranties by Seller, and Buyer will
act upon any such recommendations and advice at Buyer's
sole risk.
3.LIMITATION OF REMEDIES. UNDER NO CIRCUMSTANCES
SHALL SELLER BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES
OR EXPENSES OF ANY KIND, INCLUDING LOSS OF INCOME OR PROFITS,
ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT OR WITH
THE USE OR DELIVERY OF PRODUCTS FURNISHED HEREUNDER. Seller's
liability and Buyer's exclusive remedy for any claims arising
out of the Products sold hereunder shall be limited to replacement
or repair of nonconforming goods or payment in an amount
not to exceed the purchase price therefor, at Seller's option.
4. PRICES. The prices stated herein are
F.O.B. Seller's plant and are based on the quantities specified
for delivery in a single lot unless otherwise indicated.
Such prices are subject to increase by Seller for (i)any
order change made by Buyer and approved by Seller, and (ii)with
respect to multiple orders pursuant to a single purchase
order, for any order confirmed after a general price increase
made by Seller.
5. FORCE MAJEURE. Seller shall not be liable
for any delay in performance or nonperformance on the part
of Seller, directly or indirectly caused by fire, explosion,
accidents, flood, labor trouble or shortage, war, act or
regulation of any government, inability to obtain suitable
material, equipment, fuel, power or transportation, or act
of God; arising from contingencies, happenings or causes
beyond the control of Seller. Quantities so affected by
any such circumstances may be reduced by Seller without
liability, but this agreement shall otherwise remain unaffected.
6. PAYMENT. Payment terms are net thirty
(30) days after shipment unless otherwise stated. Outstanding
balances not paid when due shall be subject to a late charge
accruing from the date of Seller's invoice at the rate of
the lower of eighteen percent (18%) per annum or the maximum
interest allowable under applicable state law on any late
payments due hereunder. Failure to timely pay any Seller
Invoice shall cause all subsequent Invoices to become immediately
due and payable.
7. TAXES AND FEES. Prices stated herein
do not include any taxes, charges, assessments, or duties,
and the amount of any thereof, which Seller is required
to pay or collect shall be invoiced to Buyer. Buyer shall
be responsible for and pay all such taxes, charges, assessments,
and duties arising by reason of this order. Buyer shall
also pay any collection fees and reasonable attorneys' fees
incurred by Seller in collecting payment of the purchase
price and any other amounts for which Buyer is liable under
the terms and conditions hereof.
8. SHIPMENT: RISK OF LOSS: TITLE. Unless
otherwise agreed to in writing by the parties, deliveries
of the goods shall be F.O.B. Seller's facility. Seller shall
use its best efforts to place the goods in the possession
of a carrier and to make a contract for their transportation
as may be reasonable, having regard for the nature of the
goods and generally accepted commercial standards. Buyer
shall be responsible for and pay all expenses paid or incurred
by Seller in delivering the goods. Buyer shall be resonsible
for insuring the goods during shipment. Risk of loss of
the goods shall pass to Buyer at the time the goods are
tendered to such carrier.
9. CANCELLATION,MODIFICATION,SUSPENSION.
Cancellation, modification, suspension, or delay in shipment
of Buyer's order shall not be accepted on terms which will
not full indemnify and reimburse Seller against loss; such
indemnity to include recovery of all direct costs incurred
and a normal profit.
10. CREDIT APPROVAL. Shipments, deliveries
and performances of work shall at all times be subject to
the approval of Selller's credit department. Seller may
at any time decline to make any shipment or delivery or
perform any work except upon receipt of payment in advance
or upon such other payment terms as are acceptable to Seller's
credit department.
11. NOTICE. Any notice shall be considered
given when deposited in the United States mail, postage
prepaid, addressed to the other party at the address given
herein.
12. WAIVER OF BREACH. No claim or right
arising out of a breach of this agreement by Buyer may be
discharged in whole or in part by a waiver or renunciation
of the claim or right by Seller unless supported by consideration
and in writing signed by Seller. A waiver of a breach shall
not operate or be construed as a waiver of any subsequent
breach.
13. SETOFF. Seller may set off any amount
due from Buyer, whether or not under this agreement, against
any amount which may become due to Buyer hereunder.
14. ASSIGNMENT. Buyer shall not assign
its right under this agreement or any interest therein without
Seller's prior written consent. Any assignment without such
consent shall be void and have no force and effect.
15. CONTROLLING LAW AND JURISDICTION. This
transaction shall be governed by, and this agreement shall
be construed and enforced in accordance with the laws of
Wisconsin without regard to any conflicts of laws principles.
Any and all legal actions or proceedings shall be brought
only in the courts of the State of Wisconsin.
16. SEVERABILITY. If any provision, clause
or part, or the application thereof is held invalid, the
remainder of this agreement or the application if such provision,
clause or part under other circumstances shall not be affected
thereby.
17. BINDING EFFECT. This contract for sale
shall be binding and inure to the benefit of the parties
hereto, their successors and assigns, or other legal representatives.
18. AMENDMENT. This contract for sale may only be amended
in writing signed by both parties hereto. |
