SALE AND DELIVERY OF SELLER’S GOODS OR THE PERFORMANCE OF SELLER’S SERVICES ARE CONDITIONED ON THE PURCHASER’S ACCEPTANCE OF THE DESCRIPTION AND OTHER TERMS AND CONDITIONS OF SALE SET FORTH ON THE FACE OF THIS FORM AND THE REVERSE SIDE. NO ADDITIONAL OR DIFFERENT TERMS OFFERED BY PURCHASER SHALL BE OR BECOME PART OF THIS ORDER, AND ANY SUCH TERMS ARE HEREBY REJECTED. THE TERMS AND CONDITIONS AS STATED HEREIN SHALL NOT BE MODIFIED WITHOUT THE EXPRESS WRITTEN APPROVAL OF SELLER. FAILURE OF PURCHASER TO IMMEDIATELY OBJECT IN WRITING TO THESE TERMS AND CONDITIONS SHALL BE DEEMED ACCEPTANCE HEREOF AND SHALL CONSTITUTE A WAIVER OF ANY PRIOR OR SUBSEQUENT TERMS OR CONDITIONS REQUESTED BY PURCHASER.
All prices for products and services are subject to change or withdrawal without notice. Unless otherwise stated by Seller, prices, terms of payment and pricing policies will be those set forth in Seller’s pricing policies in effect at the time of sale. Specifically ordered or manufactured goods are not subject to cancellation without the express written consent of the Seller.
All sales and shipments are subject at all times to credit approval by Seller.
Any taxes which Seller may be required to payor collect upon the sale, delivery, storage, processing, use or consumption of any of the products covered hereby shall be for the account of Purchaser who shall promptly pay the amount thereof to Seller upon demand.
SELLER MAKES NO REPRESENTATIONS, GUARANTEES OR WARRANTIES, EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, A WARRANT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), IN CONNECTION WITH THE MANUFACTURE OR SALE OF GOODS OR MATERIALS. ALL GOODS AND MATERIALS ARE SOLD, SUBJECT TO PURCHASER’S INSPECTION AND JUDGMENT, IN AN “AS IS” CONDITION, AND USAGE THEREOF IS DONE AT PURCHASER’S SOLE RISK. NO EMPLOYEE, DISTRIBUTOR OR REPRESENTATIVE IS AUTHORIZED TO CHANGE THIS IN ANY WAY OR GRANT ANY WARRANTY ON BEHALF OF SELLER.
The absence of Seller’s warranty is not intended to limit any warranties by a manufacturer which are available to Purchaser. The Seller shall not be responsible for any damage resulting to or caused by the products by reason of improper storage, alteration of products, neglect or abuse, or attempt to use its product for other than the customary usage or operate its products intentionally or otherwise at other than design specifications or rated capacity.
THE PURCHASER SHALL HAVE NO REMEDY AGAINST SELLER. IN CASES WHERE SELLER IS NOT THE SOLE MANUFACTURER, THE EXCLUSIVE REMEDY OF PURCHASER, WHETHER IN CONTRACT, TORT, UNDER ANY WARRANTY, OR OTHERWISE, SHALL BE AGAINST THE MANUFACTURER, AND THAT REMEDY, IF ANY, SHALL BE IN LIEU OF ALL OTHER REMEDIES. SELLER SHALL NOT BE LIABLE FOR COST OF REMOVAL AND/OR INSTALLATION OR BE RESPONSIBLE FOR DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY NATURE.
In the event of any voluntary or involuntary proceedings against the Purchaser in bankruptcy or insolvency or in the event of any proceedings for the appointment of a receiver, trustee or assignee for the benefit of creditors of the property of the Purchaser, Seller may immediately assert any of its legal rights with respect to the contract or, at Seller’s option, cancel the same unless Seller receives reasonable assurances of Purchaser’s ability to perform.
Terms of payment are as specified on the front side hereof. Sales tax and transportation are not subject to cash discounts. Cash discounts shall be allowed only within the discount period as specified on the due date shown on the front side hereof or the monthly billing statement. If no due date is specified on the front side hereof, then the net amount shall be due and payable no later than 30 days from the date of the invoice.
Recovery of Legal Fees & Costs
In the event it becomes necessary for Seller to file a lawsuit to enforce any of the terms and provisions hereof and Seller is granted a judgment wholly or partly in its favor, Seller shall be entitled to recover, in addition to all other remedies or damages, reasonable attorney’s fees and court costs incurred in such lawsuit and for all proceedings brought to collect on said judgment.
This contract and any questions with respect to the construction, validity and interpretation to perform it shall be governed by and determined in accordance with the laws of the State of Ohio. This contract was executed in the State of Ohio and is to be performed in Wayne County and the State of Ohio by reason of payment(s) required to be made to the Seller in Wayne County, Ohio.
The Purchaser covenants and agrees’ that jurisdiction of any legal action or lawsuit brought to enforce any of the terms and provisions hereof shall be in the state and/or federal courts of the State of Ohio.
The Purchaser covenants and agrees that any legal action or lawsuit brought to enforce any of the terms and provisions hereof shall be venued in Wayne County, Ohio.
These terms and conditions as set forth herein shall constitute the sole agreement between Purchaser and Seller. Any changes which Purchaser requests shall be authorized only if in writing and signed by Seller. These terms and conditions shall be binding upon and inure to the benefit of the respective parties, their successors, representatives and assigns.
Any waiver or failure of Seller to require strict compliance with the provisions of this order in any respect shall not be deemed a waiver of Seller’s right to insist upon strict compliance in other respects or thereafter in the same respect.
A charge of two percent per month (24 annual percentage rate) will be charged on all past-due accounts where permitted by applicable state and federal law. Otherwise, the finance charge shall be the maximum amount permitted by law.
Return of Material
The return of any goods or materials is subject to prior written approval by Seller. All returned goods or materials must be in resalable condition, undamaged and in standard inventory packages where applicable. At Seller’s option, all returnmaterial will be subject to a restocking charge, freight and Seller’s other incidental expense with credit based on price in effect at time of original sale.
Goods Subject to Prior Sale
The availability of any goods or materials quoted for sale is subject to proper sale, in which event the quote shall be deemed withdrawn.
Seller reserves the right to make corrections caused by typographical, clerical or other inadvertent mistakes or from changes necessary because of incomplete or inaccurate information received from Purchaser.
Material Safety Data Sheets
Available upon request.