CONDITIONS OF SALE
1. PRICE. Unless otherwise expressly establish, all prices here with be Seller’s prices prevailing at time of shipment notwithstanding any prior prices quoted or entered.
2. PAYMENT TERMS. Net thirty (30) days.
3. INTEREST. Interest shall accrue on all sums not paid within thirty (30) days from date of Seller’s invoice at the rate of one and one-half percent (1 1/2%) per month. (Annual percentage rate of 18%,)
4. RESPONSIBILITY. Seller shall not be responsible for freight, transportation, insurance, shipping, storage, handling, demurrage or similar charges. If such charges are, by the terms of sale, included in the price, any increase in rates becoming effective after the date hereof shall be for the account of the Buyer. All sales, excise, and similar taxes, imposed by federal, state or other governmental authority on the sale of the merchandise and service referred to, shall be paid by Buyer in addition to the purchase price.
The Seller will not be liable for any delay in the performance of orders or contracts, or in the delivery or shipment of goods, or for any damages suffered by the Buyer by reasons of such delay, when such delay is, directly or indirectly, caused by or in any manner arises from, fires, floods, accidents, riots, acts of God, war, governmental interference or embargoes, strikes, labor difficulties, shortage of labor, fuel, power, materials, or supplies, transportation delays, or any other cause or causes (whether or not similar in nature to any of these herein before specified) beyond its control.
All orders or contracts are accepted with the understanding that they are subject to the Seller’s ability to obtain the necessary raw materials, and all orders or contracts, as well as shipments applicable thereto, are subject to the Seller’s current mill schedule, governmental priorities, and other government regulations, orders, directives, and restrictions that may be in effect from time to time.
5. NON-CANCELABLE. All orders or contracts are binding upon both Buyer and Seller and are not subject to cancellation, except as otherwise provided herein.
6. INSTALLMENT SHIPMENTS. Unless otherwise expressly stated, Seller shall have the right to make delivery in installments. All installments shall be separately invoiced and paid as as billed without regard to subsequent deliveries. Failure to pay for any installment when due shall excuse Seller from making further deliveries. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept further deliveries. Shipments shall be treated as separate and independent orders or contracts. If Buyer fails to fulfill its payment terms under this or any other order or contract of Seller or if Sellers Shall have reason to be concerned about the financial responsibility of Buyer, Seller has the option to (a) defer making further shipments and/or defer scheduling production or material until payment is made, and/or Buyer has satisfiedSeller of its financial responsibility, or (b) cancel this and/or any other orders and contracts. of Buyer without further liability. Any failure by Seller to exercise its option thereunder shall not constitute a waiver of its right to exercise said option at any future time.
7. WARRANTY. Seller warrants title to the stainless steel tubing furnished hereunder and warrants that all stainless steel tubing will be provided in accordance with Specification Number ASTMA-554 for welded stainless steel mechanical tubing, unless, otherwise provided on the face of this acknowledgment.
Seller warrants to Buyer that the goods will be made in a workmanlike manner and in accordance with the controlling specification subject to Seller’s standard manufacturing variations and procedures.
8. LIMITATIONS ON WARRANTY. Except for the warranties expressly set forth in writing on the face or reverse side of this document. SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED; AND ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WHICH EXCEEDS THE WARRANTIES HEREIN EXPRESSLY SET FORTH IS HEREBY DISCLAIMED BY SELLER AND EXCLUDED FROM THIS AGREEMENT.
9. LIABILITY. Buyer’s remedy with respect to any product furnished by Seller, shall be limited exclusively to the right to repair or replacement of such product or the repayment of the purchase price thereof at Seller’s option. Buyer’s sole remedy for non delivery or repudiation by Seller is limited to the difference between the contract price and market price of the goods sold. Buyer shall not be entitled to recover consequential or incidental damages as those terms were defined by the Uniform Commercial Code resulting from or occasioned by a breach by Seller, including but not limited to the delivery of defective material, non delivery or repudiation.
10. CLAIMS FOR DEFECTIVE MERCHANDISE. Buyer shall inspect product delivered hereunder within ten (10) days from date of receipt and shall notify Seller, in writing, of all complaints for errors, deficiencies, imperfections, or shortages within said ten (10) day period.
11. RETURN MERCHANDISE. Seller will not accept return of materials for either credit or replacement without its prior consent for such return.
12. RISK. The risk of loss or damage shall pass to Buyer from Seller upon its tender of delivery to the carrier at Seller’s plant regardless of the delivery terms. Only carriers, and not the Seller, are to be held responsible for materials lost or damaged in transit and in case of such loss, Buyer alone is responsible for written notice of the loss to the agent of carrier at destination in order to substantiate his formal claim.
13. TRANSPORTATION. Prices are F.O.B. Statesville, NC. The carriers are responsible for material lost or damaged in transit, and in case of loss or damage en route, Buyer must immediately give written notice to carrier’s agent at destination in order to substantiate a claim against carrier.
14. BUYER’S DELAY. Any order or contract under which shipment is delayed due to the responsibility of Buyer or his agent including, but not limited to, delays under Condition No. 7 above, shall result in storage and/or delay charges to his account.
15. DEFAULT. In the event Buyer defaults in the payment for products furnished hereunder or in its performance of any other duty or condition of this sale imposed upon Buyer, the Seller shall, in addition to all other rights and remedies available under this document, the uniform Commercial Code or other applicable law or regulatory, be entitled to obtain all its costs including legal fees and other expenses which Seller expands or incurs from the collection and satisfaction of the Obligations due from Buyer hereunder, regardless whether a lawsuit is brought by Seller for such collection.
16. NON-WAIVERABLE. The forbearance of Seller to enforce any conditions herein or to exercise any right accruing from any default of Buyer shall neither affect, impair, or waive the rights of Seller to insist upon the full performance of Buyer hereunder, nor constitute a waiver or relinquishment of future performance hereunder, regardless of any prior deviations by Buyer.
17. AGREEMENT. The conditions contained in this acknowledgment constitute the entire agreement between the parties, and no terms and conditions Other than those stated herein, and no agreement or understanding, oral or written, in any way purporting to modify these conditions shall be binding upon Seller unless hereafter made in writing and signed by its authorized representative. Acceptance of the products sold hereunder shall constitute assent to these conditions and Seller hereby object to and rejects any and all additional or different terms proposed by Buyer, regardless whether contained in its purchase order, shipping release, or any other form or documents. All proposals, negotiations and representations, if any, made prior and with reference hereto are merged herein.
18. LAW. All orders or contracts are accepted and executed by the Seller at its Sales Office in Statesville, NC and shall be construed according to the laws of the State.