TITLE. Title to material and risk of loss thereto passes to the Buyer upon deliver of said material to Buyer. Delivery to Buyer occurs, and Seller’s liability as to delivery ceases, when said material is loaded on a carrier for delivery to Buyer or delivered to Buyer’s carrier at the shipping point.
WARRANTIES. There is no warranty, representation or condition of any kind except that the materials shall be of quality specified herein and law shall imply no warranty. THE FOREGOING WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WEATHER WRITTEN, ORAL OR IMPLIED, INCLUDING WARRANTY OF MERCHANTABLIETY IN OTHER RESPECTS THAT EXPRESSLY SET FORTH ABOVE AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. Except as otherwise provided herein quality shall be in accordance with Seller’s specification. Buyer assumes all risk and liability for results obtained by use of the material weather used singly or in combination with other products.
Claims. No claim of any kind, and whether or not based on negligence, whether as to goods delivered or for non-delivery of goods, shall be greater in amount than the purchase price of the goods 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, shall constitute a waiver by buyer of all claims in respect of such goods. No charges or expenses incident to any claims will be allowed unless approved in writing by an authorized representative of Seller. Seller shall have opportunity in inspect any materials, which are claimed to be defective prior to return of the materials by Buyer to Seller. No claim will be allowable after the goods have been treated or processed in any manner. Seller’s invoice weights, volumes, sizes and tares established in good faith shall govern unless proven erroneous. Variations of 1 percent (1%) or lest from invoice quantity of any shipment shall be disregarded. Further any action or breach of this contract within one (1) year after the occurrence of the breach.
SELLER’S LIABLILITY. Seller shall not be liable for prospective profits or special, indirect or consequential damages, nor shall recover of any kind whether or not based on negligence against Seller be greater than the amount of the purchase price of the specific material sold and causing the alleged damage. Buyer assumes all risk and liability of damage after Seller delivers the materials to the carrier. Liability of Seller for failure to follow Buyer’s requested transportation or routing shall not be greater than the additional amount of freight, if any, Buyer may pay.
CREDIT. The terms of payment applicable to this order are Seller’s regular terms unless others are specifically quoted to Buyer. In the event Buyer fails to fulfill the terms of payment, or in case Seller shall have any doubt at any time as to Buyer’s financial responsibility, Seller may decline to make further deliveries except upon receipt of cash or satisfactory security. Credit terms may be decreased, cancelled or limited by Seller, both as to time and amount, at any time without notice. Seller shall not be obligated to make any shipment when Buyer is in default to Seller under this or any other contract. Buyer shall make no deductions (including those for alleged damages) from payment due hereunder. If Buyer shall fail to comply with agreed terms of payment, Seller may wholly or partly terminate this contract by mailing notice to buyer. Seller shall have the right to assess a delinquency charge at the rate of one percent (1%) per month on each invoice not paid within the time specified and Buyer shall promptly pay any such assessments.
DELIVERY. No delivery shall be deemed late if the shipment is made within ten (10) days after any specified date of delivery. Material varying not more than ten percent (10%) in weight or quantity shall be deemed compliance with this contract.
TAXES. Buyer shall reimburse Seller for all taxes, excises or other charges which Seller may be required to pay to any government (national, state or local) upon the sale production or transportation of the commodities sold hereunder.
BUYERS FAILURE TO TAKE QUANTITY ORDERED. Any portion of this order not taken by the customer in the month originally specified may be postponed or cancelled at Seller’s option without tender or notice to the customer. Such postponement or cancellation shall not affect any remaining portion of the order, of any other remedy available to Seller under law.
FORCE MAJEURE. No liability shall result from delay in performance or nonperformance of this contract, directly or indirectly caused by fire, explosion, accidents, flood, labor trouble or shortage, war, act of or authorized by any government, inability to obtain suitable material, equipment, fuel, power or transportation, or act of God or arising from contingencies, happenings or causes beyond the control of the party affected. Quantities so affected by any such circumstances may be eliminated with-out liability, but this contract shall otherwise remain unaffected.
FREIGHT CHARGES. If Seller is to pay freight, Seller shall have the right initially to designate the means of transportation and routing, and if Buyer requires a more expensive means of routing, Buyer shall pay any extra cost involved. Buyer shall pay to Seller any increase in freight subsequent to the date hereof.
ASSIGNMENT. This order is not assignable or transferable by Buyer, in whole or in part, except with the written consent of Seller.
TECHNICAL ASSISTANCE. If Seller furnishes any technical advise or assistance to Buyer, Seller shall have no liability for the advice or assistance given or results obtained, all such advice or assistance shall be given and accepted at Buyer’s risk.
FLSA. Seller warrants that all goods covered hereunder will have been produced in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended.
ALLOCATION. In the event of inability for any reason to supply the total demands for the material specified in this order, Seller may allocate its available supply among any or all purchasers, as well as departments and divisions of the Seller, on such basis as it may deem fair and practical, without liability for any failure or performance which may result there from.
ENTIRETY CLAUSE. This instrument contains all the terms and conditions with respect to the sale and purchase of the material named herein, and no modification of these terms and conditions shall be of any force and effect unless such modifications is reduced to writing and signed by the party claimed to be bound thereby.
TRADEMARKS AND TRADE MANES EXCLUDED. No right to the use of any trade name or trademark of the Seller passes to the Buyer under this contract and the Buyer agrees to refrain either directly or indirectly, from using any of the Seller’s trade names or trademarks unless specifically authorized to the contrary by the seller in writing.
INTERPRETATION. This contract shall be interpreted under the governed by the laws of the State of Ohio. |
