1. GENERAL TERMS: These are terms and conditions of sale. Modifications, changes, additions, cancellations, or suspensions will not be binding unless accepted in writing. When your orders contain provisions inconsistent with the provisions of the invoice, ours shall prevail and any changes in quantities ordered are subject to price revision if necessary.
2. TITLE AND RISK: Unless otherwise specified in writing, the Seller retains title until payment is received by Seller. Irrespective of this provision, and of the provisions concerning prices and transportation charges, risk of loss or damage shall pass to Buyer or to any common contract carrier, as the case may be, whichever first occurs. If we assist Buyer in processing claims against carriers, we shall not incur any liability therefore.
3. DELAYS: All estimates as to deliveries are based upon conditions prevailing at the date of quotation and the Seller will use his best efforts to meet the estimated delivery date. In the event that there are delays in deliveries, the Seller shall not be liable therefore and the Buyer agrees to accept such deliveries when made by the Seller. If the seller is unable to deliver material for an account of Buyer’s orders or contracts for any of the following causes, the inadequacy of labor, fuel, power, materials, facilities or supplies, strikes, lockouts, war, blockages or embargoes, acts, or requirements of any State or beyond the reasonable control of the Seller, whether of a similar or different nature than the foregoing, the Seller may cancel the Buyer’s order or contract with respect to such material without liability to either party.
4. CANCELLATION: Orders shall not be canceled except upon mutual agreement. If by any chance order gets canceled by the buyer, then 40% cancellation charges will be applied.
5. CREDIT POLICY: Payment terms shall be as stated on the AMPS invoice. As a condition of the sales agreement, a monthly service charge of the lesser of 5% may be added to all accounts not paid within net-30 days.
6. ADEQUATE ASSURANCE OF PERFORMANCE: If the Buyer fails to fulfill the terms of payment of any invoice or if the financial responsibility of the Buyer shall become impaired or unsatisfactory to the Seller, or if necessitated by any acts of any government authority, the Seller reserves the right to change terms of payment and/or deter or discontinue further shipments without prejudice to any other lawful remedy, until past due payments are made and satisfactory assurances of Buyer’s credit standing are received by the Seller or until such acts or requirements of such governmental authority shall have been complied with. The Seller also reserves the right in the case of any of the foregoing events to cancel the contract, in which event the Buyer shall compensate the Seller for any commitments, obligations, expenditures, expenses and costs the Seller may have incurred in connection with the contract. Each shipment by the Seller shall be considered a separate transaction and if payment is not received therefore within the periods specified herein, the Seller may bring a separate suit to recover the contract price of each such shipment.
7. BUYER’S INSPECTION DUTIES: As soon as goods are delivered to Buyer, Buyer shall inspect the goods, whether or not the inspection of the goods is difficult due to size of the goods or manner of the packaging of the goods. Notice in writing shall be given within 48 hours of receipt of goods of any defects or omissions. Failure to give written notice specifying in detail the objections of the Buyer, within 48 hours after receipt shall constitute irrevocable acceptance of the goods. Goods subject to the complaint must be kept intact and protected until the Seller has had a reasonable opportunity to inspect the goods and arrange for repair or replacement of the goods.
8. LIMITATION OF DAMAGES OR BUYER’S REMEDIES: The goods sold are warranted to be free from defects in material and workmanship for a period set forth by the manufacturer. NO OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, ARE MADE BY THE SELLER. SELLER HEREBY EXCLUDES ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SPECIAL, INCIDENTAL, AND CONSEQUENTIAL DAMAGES ARE EXCLUDED. SINCE IN THE CASE OF CONSUMER PRODUCTS, SOME STATES DO NOT ALLOW EXCLUSIONS OR IMPLIED WARRANTIES OR THE EXCLUSION OF SPECIAL INCIDENTAL, OR CONSEQUENTIAL DAMAGES, ONE OR MORE OF THE EXCLUSIONS MAY NOT APPLY TO CONSUMER PURCHASES LOCATED IN SUCH STATES. Buyer’s exclusive remedy on account of the furnishing of material that does not conform to this contract shall be, at Seller’s option, to secure replacement thereof or payment of the claim (which shall not exceed the purchase price of goods in respect of which such claim is made); in no event shall Seller be liable for special, indirect, incidental, or consequential damages.
9. BUYER’S HOLD HARMLESS: The Seller shall not be liable for infringement of any patents, domestic or foreign, arising out of use, installation, or resale of material to be furnished under this proposal. If such material is manufactured or furnished by the Seller in accordance with the Buyer’s instructions or specification, the Buyer will keep the Seller harmless from liability or expense of any nature or kind whatsoever based on or arising out of any claim for infringement of any patent, domestic, or foreign.
10. TAXES: Quoted prices do not include tax. If we are required to pay or collect any tax, excise, duty or levy now or thereafter exacted or imposed by any governmental authority on the manufacture, sale, delivery, and/or use of any item delivered, an additional charge will be made therefore unless we are furnished with a proper exemption certificate in those cases where its use is authorized by law.
11. LIMITATIONS OF SELLER’S RESPONSIBILITY: Seller is a material supplier only, and not a building contractor. Seller is not responsible for architectural plans, job site or field measurements, costs of job site rework, cost of delay damages, or other installation costs. No claims by Buyer for installation or removal costs of defective material will be honored by us, nor will claims for the right to recover by securing substitute goods or any other special, consequential, or incidental damages.
12. AUTHORITY OF SELLER’S AGENTS: No agent, employee, or representative of Seller, has any authority to bind Seller to any affirmation, representation, or warranty concerning the goods sold, unless an affirmation, representation, or warranty made by an agent, employee, or representative is specifically included within this writing, it has not formed a part of the basis of this bargain and shall not in any way be enforceable.
13. MODIFICATIONS: These terms and conditions of sale can be modified or rescinded only by a writing signed by the Seller.
14. CONSTRUCTION AND VENUE: This agreement shall be interpreted under the Uniform Commercial Code as adopted by the State of Indiana and jurisdiction and venue for the resolution of any dispute arising from this agreement shall be in any judicial district in the County of Dekalb as selected by Seller. The provisions of this agreement are severable. Unenforceability or waiver of any of the provisions shall not affect the remaining provisions.