- Unless otherwise stated in the Sales Order, payment in full is required prior to shipment. If credit is extended, a charge at the rate of one and one-half percent per month will be due from Buyer on amounts more than thirty (30) days overdue. If Buyer fails to comply with the payment terms for this Sales Order, Seller has the right, upon written notice to Buyer, to cancel the Sales Order, and if shipment has been made, Buyer shall, at its sole cost and expense, return the merchandise to Seller upon Seller's demand. If Buyer fails to return the merchandise to Seller within thirty (30) days after the date set forth in Seller's demand to Buyer, then Seller may directly, or by its agents, enter upon the premises where any of the merchandise may be located and take possession of any such merchandise. Such entry by Seller or its agents upon the premises where any of the merchandise may be located, shall not constitute a trespass. Further, Buyer waives any and all rights to notice and to judicial hearing with respect to the repossession of the merchandise in the event of breach or default hereunder by Buyer. In the event Seller seeks possession of the merchandise through replevin or other court process, Buyer hereby irrevocably waives any bond, surety or security required as an incident to such possession. Buyer shall immediately pay to Seller, all costs, charges, expenses and damages, sustained or otherwise incurred by Seller, in enforcing any of Buyer's obligations under this Agreement. If the Sales Order requires a deposit, the deposit shall be non-refundable if such order is cancelled, except where such cancellation is solely the result of Seller's inability to perform.
- Except as otherwise expressly set forth, prices stated do not include Federal, State or local taxes, all of which shall be paid by Buyer in addition to the sales price.
- All shipments are F.O.B. shipping point, and risk of loss to the merchandise shall pass to Buyer at that point. It is agreed that Title to the merchandise shall remain in the Seller until the sales price has been paid in full. Delivery dates stated, if any, are estimates and are not a guarantee of availability on that date. Any merchandise back-ordered by Seller will be shipped when available. Seller shall not be liable for failure or delay in delivering merchandise ordered by Buyer if such failure is due to or results from strikes, lockouts or other disputes or unrest, fire, explosion, flood, natural disaster of act of God, war, civil disturbance, riots or armed conflict, governmental action, order, condemnation, sequestration, confiscation or other act directly or indirectly affecting Seller's performance hereunder, Seller's inability to obtain merchandise, or any other cause beyond Seller's control.
- IF AND TO THE EXTENT THERE ARE WARRANTIES BY THE MANUFACTURER OF NEW MERCHANDISE PURCHASED OR TO BE PURCHASED BY BUYER HEREUNDER, WHICH ARE ASSIGNABLE BY SELLER, ALL SUCH WARRANTIES ARE ASSIGNED TO BUYER AS OF THE TIME TITLE PASSES TO BUYER. HOWEVER, NO WARRANTIES OR REPRESENTATIONS ARE MADE BY SELLER, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE WHICH EXTEND BEYOND THE DESCRIPTION OF THE MERCHANDISE SOLD HEREUNDER WHICH IS CONTAINED ON THE REVERSE HEREOF, WHETHER SAID MERCHANDISE IS NEW OR USED, AND (IF USED) WHETHER OR NOT IT HAS BEEN RECONDITIONED BY SELLER. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS SALES ORDER, SELLER DOES NOT WARRANT OR REPRESENT THAT SUCH MERCHANDISE CONFORMS WITH ANY PLANS OR SPECIFICATIONS OR MEETS ANY REQUIREMENTS OF ANY FEDERAL, STATE, OR LOCAL LAWS, REGULATIONS, OR ORDINANCES PERTAINING TO SAFETY OR INSURANCE REQUIREMENTS.
- Buyer shall provide proper safety devices and equipment or such other means as may be necessary, to safeguard operators of the merchandise from harm, and to ensure that proper, safe operating procedures are followed. Buyer shall defend, indemnify and hold Seller harmless from and against all suits, claims, costs and expenses for personal injury, death or property damage arising from the purchase, ownership or use by Buyer or Buyer's agents, employees, independent contractors, or privies of the merchandise delivered pursuant to these Terms. Any claim arising from alleged manufacturing or design defects in such merchandise may be asserted only against its manufacturer and not against Seller, Seller's officers, directors, shareholders, employees, affiliates, agents, legal representatives, successors and/or assigns. Provided that Buyer is not in breach or default of its obligations under the Sales Order and/or the Terms contained herein, and further provided that Buyer actually indemnifies Seller in accordance with the foregoing, Seller shall, to the extent permissible, assign to Buyer any rights of indemnity or contribution which Seller may have against persons other than Buyer in connection with the matter for which Buyer has so indemnified Seller.
- Buyer shall not return any merchandise without the prior written permission of Seller. Buyer agrees to pay to Seller a handling charge on returned merchandise accepted by Seller at a rate determined by Seller.
- Buyer shall have the right to inspect the merchandise at the place of shipment prior to the time for shipment.
- This Sales Order and the Terms contained herein are intended by the parties as a complete and exclusive statement of the terms of their agreement, and supersede all prior agreements, written or oral. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term. Whenever a term not defined herein is defined by the Uniform Commercial Code and is used herein, the definition contained in the Code shall govern.
- NO AGENT, EMPLOYEE OR REPRESENTATIVE OF THE SELLER HAS ANY AUTHORITY TO BIND THE SELLER TO ANY AFFIRMATION, REPRESENTATION OR WARRANTY CONCERNING THE MERCHANDISE SUBJECT HERETO, AND UNLESS SUCH AFFIRMATION, REPRESENTATION OR WARRANTY IS INCLUDED IN THIS SALES ORDER OF WHICH THESE TERMS ARE A PART, IT IS NOT PART OF THE BASIS OF THIS BARGAIN AND SHALL NOT BE ENFORCEABLE AGAINST THE SELLER. BUYER REPRESENTS AND WARRANTS THAT NO REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE CONTAINED IN THIS SALES ORDER HAVE BEEN MADE OR RELIED UPON.
- This Sales Order cannot be modified or rescinded unless by a writing signed by both parties or their duly authorized agents.
- NO CLAIM BY BUYER OF ANY KIND SHALL BE GREATER IN AMOUNT THAN THE PURCHASE PRICE OF THE MERCHANDISE IN RESPECT OF WHICH SUCH DAMAGES ARE CLAIMED, AND FAILURE TO GIVE NOTICE OF CLAIM WITHIN THIRTY (30) DAYS FROM THE DATE OF DELIVERY OR THE DATE FIXED FOR DELIVERY (IN THE EVENT OF NON-DELIVERY), SHALL CONSTITUTE A WAIVER BY BUYER OF ALL CLAIMS IN RESPECT OF SUCH MERCHANDISE. THE REMEDY HEREBY PROVIDED SHALL BE THE EXCLUSIVE AND SOLE REMEDY OF BUYER, AND ANY RIGHT TO CONSEQUENTIAL, SPECIAL, AND INCIDENTAL DAMAGES IS HEREBY WAIVED AND EXCLUDED.