TERMS AND CONDITIONS OF SALE
1. WARRANTY: SELLER WARRANTS ONLY THAT THE MERCHANDISE TO BE SUPPLIED WILL CONFORM TO THE MUTUALLY AGREED UPON SPECIFICATIONS THEREFOR, AND THAT TITLE THERETO WILL BE GOOD AND MARKETABLE AND FREE AND CLEAR OF ALL LIENS AND ENCUMBRANCES. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTY AS TO THE FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. The remedy for breach of warranty herein shall be limited to the purchase price, repair or full replacement at Seller’s option. Seller will not accept any claims for adjustment under this warranty or otherwise or any requests for return of material or issuance of credit on any material not manufactured within 60 days from date of shipment from Sellers plant. Returned shipments will not be accepted by Seller unless previously authorized by Seller in writing. In no event shall Seller’s liability exceed the invoice price of the faulty merchandise, and SELLER SHALL NOT BE LIABLE FOR CONSEQUENTIAL AND INCIDENTIAL DAMAGES.
2. PATENTS: With respect to merchandise manufactured in whole or in part to Buyer’s designs and/or specifications, Buyer will defend, protect and save harmless seller, against all actions or suits at law or in equity and from all damages, claims, demands or actions for alleged infringements of United States or foreign patents, and for actual or alleged failure of such merchandise to conform to any and all applicable product safety standards acts.
3. ACCEPTANCE: All quotations unless otherwise stated are for immediate acceptance but can be valid for a maximum of 30 days from quotation date. All orders are made and all orders are accepted subject to the approval of our credit department. Stenographical and clerical errors are subject to correction.
4. EQUIPMENT: All equipment, including but not limited to plans, molds, dies, tools, jigs, fixtures, patterns and gauges, supplied by Seller shall be Seller’s property.
5. EQUIPMENT OF BUYER: Equipment furnished by Buyer will be limited in the use to buyer’s requirements excepting by permission. Seller agrees to keep all such equipment furnished by the Buyer in a reasonable state of good preservation as long as it remains in Seller’s control. Buyer shall reimburse Seller for the costs of adaptation, modification or excessive maintenance for any such equipment. Any equipment furnished by Buyer which is inactive for a period of two years may at the option of Seller be returned to Buyer upon notification.
6. CONDITIONS: THE FOREGOING TERMS AND CONDITIONS SHALL CONSTITUTE THE FINAL AND EXCLUSIVE AGREEMENT BETWEEN THE PARTIES AND SHALL PREVAIL NOTWITHSTANDING CONTRARY PROVISIONS IN BUYER’S PURCHASE ORDER OR OTHER DOCUMENTATION, UNLESS EXPRESSLY WAIVED BY SELLER. ANY ORDER PLACED IN RESPONSE TO ANY OR ALL OF THE QUOTATIONS HEREIN CONTAINED SHALL BE DEEMED TO BE ACCEPTANCE BY BUYER OF THE FOREGOING TERMS AND CONDITIONS CONTAINED IN BUYER’S ORDER OR OTHER DOCUMENTS ARE HEREBY REFUSED OR REJECTED (WITHOUT ANY REQUIREMENT OF FURTHER NOTICE OF SUCH REFUSAL AND REJECTION) AND SHALL NOT BIND SELLER. If Seller fulfills any requirement that an acceptance copy of Buyer’s purchase order be signed and returned or other quotation document supplied by Buyer is as a courtesy to and for the convenience of Buyer completed and returned along with this document, such action shall not subject Seller to any additional or different terms or conditions other than those contained herein. Seller disclaims any prior course of dealing, trade custom or other transaction between any part as an alteration or addition to the terms and conditions contained herein.