Terms and Conditions of Sale

Prices charged are prices which are in effect at time of shipment. Prices are subject to change in the event of increased cost to Seller of the goods caused by the imposition or increase of Federal, State, Local or Foreign taxes or duties upon any supplies or materials used in their manufacture, or the use thereof, any tax, charge or regulations concerning the selection, cost, employment or processing, labor, materials or quantities or production or sales. The Buyer will reimburse the Seller with the amount of any taxes in the nature of excise taxes now or hereafter imposed by the United States or by any State or Local Government authority upon any and all merchandise sold hereunder, materials used in manufacturing same or upon the manufacture, sales or transportation thereof and paid by the Seller either as such or indirectly by increased costs. Past due accounts are subject to interest charges at one and one half percent (1.5%) per month on the unpaid balance.
Unless otherwise specified in writing, freight charges shall be charged to and the responsibility of the Buyer.
Title to goods sold hereunder and risk of loss, except as stated in Articles 6 and 12 herein, shall pass to Buyer upon Seller’s delivery to carrier at shipping point.
Scheduled shipment dates are the Seller’s best estimate at time of acceptance of order, and are not to be interpreted as Seller’s guaranty of shipment date.
Buyer shall inspect the goods furnished immediately after delivery. If any good furnished hereunder are rejected because of non-conformity to specifications, Buyer shall have the right to return same to Seller, but only after inspection by Seller and receipt of a Return Goods Authorization from Seller. Such inspection shall be made and instruction given within fourteen (14) days after notice of rejection by Buyer. Failure to give notice of any claim within such fourteen (14) day period or use the goods furnished hereunder, constitutes a waiver by Buyer of all claims in respect to such goods.
If the Buyer fails to make payment when due to comply with any other terms, conditions and provisions hereof, title does not transfer to Buyer and Seller may at its option, demand return of the goods, decline to make future shipments until all overdue indebtedness has been paid, decline to make further deliveries except for cash, cancel this agreement entirely and/or seek legal remedy for appropriate compensation.
Should Buyer alter in any way the terms of this order, Seller, at its option, may formulate additional charges to remedy incurred costs and inconvenience resulting from such action. If payment due Seller is not made in accordance with these terms, Buyer agrees to pay all costs and expenses of collection and/or repossession, including attorney’s fees incurred up to the maximum permitted by applicable state law.
Seller makes no express or implied warranty or merchantability, fitness or any other claims concerning the goods furnished hereunder other than that they shall meet the Seller’s current sales specifications. Any recommendations made by Seller concerning the use, design or application of said goods are believed to be reliable, but Seller makes no warranty of results to be obtained. Buyer assumes all responsibility and liability for loss or damage resulting from the handling or use of said goods. Buyer’s exclusive remedy for breach of any warranty or of any other duty owed Buyer shall be limited to the purchase price of the goods sold hereunder in respect to which damages are claimed, plus transportation charges thereon. Under no circumstances shall Seller be responsible for consequential damages, including but not limited to lost profits caused by faulty materials or workmanship or unsatisfactory performance of products. The liability of Seller under this warranty is limited to repairing, replacing or at its option, issuing credit for any of its products which are promptly returned by Buyer or any of Buyer’s customers. In the event Seller purchases any one or more of the products sold by it to Buyer hereunder from another manufacturer, Seller shall be obligated only to provide to Seller only such warranty, if any, provided such manufacturer. Buyer shall indemnify and hold Seller harmless from all loss and liability to third parties arising out of Buyer’s negligence in installing or utilizing the products being purchased hereunder. Some states have laws which require warranty and liability rights different from those stated herein. In such states, the minimum required warranty and liability terms may apply.
Seller’s entire liability and Buyer’s exclusive remedy for damages from any cause whatsoever, including, but not limited to, nonperformance or misrepresentation, and regardless of the form of action, shall be limited to the purchase price or license charge, as applicable, for the specific products that caused the damages or that are the subject matter of, or indirectly related to, the cause of action. In no event will Seller be liable for damages cause by Buyer’s negligence, or for any lost profits, lost savings or other incidental or consequential damages, even if Seller has been advised of the possibility of such damages, or for any claim against Buyer by any other party.
The Seller does not assume patent responsibility for the use by the Buyer of material sold hereunder. The use made of the material may or may not constitute an infringement of patents. The election of the use to which the materials is put is solely the Buyer’s and on him rests the responsibility of the exercise of his judgement. The Seller warrants only that the material itself supplied hereunder infringes no patent known to it. This warranty is in lieu of any other express or implied warranty relating to patents. Buyer agrees to protect and indemnify Seller against any loss or claim arising from infringement of patents or trademarks resulting from use at Buyer’s request of any patent, trade name, trademark, symbol or tickets placed upon the goods.
In the event of war, fire, flood, strike, labor controversies, accident, riot, Government authority, act of God or other contingencies beyond the control of the parties, interfering with the production of goods or the supply of raw materials used in connection therewith, quantities so affected shall be eliminated from the order without liability, but the order shall otherwise remain unaffected. Seller may without liability during any period or shortage due to any said causes, prorate its supply of such goods among itself for its own manufacturing uses and its customers in such manner as Seller may deem fair and practicable.
Any order once placed with Seller and accepted by it can be canceled only with Seller’s written consent and upon terms which will indemnify Seller against any loss. All orders are accepted with the provision that Seller can ship at once or against specific future dates.
No action or arbitration of any kind may be commenced against Seller more than one (1) year from the date of Buyer’s claim or cause of action against Seller first accrued.
All goods are sold and shipped subject to these conditions of sale. Neither acceptance of any order nor shipment of any goods shall constitute acceptance of any provisions appearing in the Buyer’s order blank or other form inconsistent therewith. The failure of the Seller to insist upon its rights or upon strict performance for any of these conditions in any one or more instances shall not constitute a waiver of such rights or conditions or any other rights or conditions either then or in the future.
The above terms and conditions constitute the entire agreement of the parties. No document of Buyer specifying different or other terms and conditions of shall be deemed effective or binding on Seller. These terms and provisions shall be canceled, amended or modified only in writing signed by a responsible officer of both Buyer and Seller. These terms and provisions shall be governed by and construed in accordance with the laws of Illinois. However, since these are general terms and provisions designed for use whatever Seller’s products are sold, any terms or provisions which contravene the law of any state shall be deemed not to be part hereof in any such state or jurisdiction, but the remaining terms and provisions shall remain in full force and effect.