Sales Terms and Conditions
1. SELLER warrants that Product will conform to the MANUFACTURER’S specifications. SELLER MAKES NO OTHER WARRANTY, WHETHER EXPRESSED OR IMPLIED, REGARDING QUALITY OR PERFORMANCE OF THE Product. THERE IS NO IMPLIED WARRANTY THAT THE Product WIL BE MERCHANTABLE OR FIT FOR BUYER'S PARTICULAR PURPOSE. The BUYER acknowledges that it has not been induced by any statements or representations of any person with respect to the quality or condition of the Product and that no such statements or representations have been made. The BUYER acknowledges that it has relied solely on the investigations, examinations and inspections as the BUYER has chosen to make and that the SELLER has afforded the BUYER the opportunity for full and complete investigations, examinations and inspections.
2. Unless otherwise stated, a payment for the Product is due within thirty (30) days of the date of the SELLER's invoice, which date will not be before the date of the SELLER's delivery of the Product. They BUYER shall pay a delinquency charge of the lesser of (i) one (1) percent per month or (ii) the highest rate allowed under applicable law on all overdue amounts until the amounts are paid in full.
3. IN NO EVENT SHALL THE SELLER BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, SPECULATIVE OR CONSEQUENTIAL DAMAGES.
4. BUYER shall pay all taxes, excises, fees or charges with respect to the sale or transportation of the Product.
5. BUYER represents that it is not insolvent, as that term is defined in the Uniform Commercial Code (U.C.C.).
6. BUYER acknowledges that it has received and is familiar with SELLER’s labeling and literature concerning Product, and BUYER agrees to forward such information to its employees, independent contractors, and others who handle and use the Product for BUYER.
7. BUYER has independently determined the suitability of the Product for BUYER’s use.
8. BUYER will comply with all laws, rules and regulations pertaining to handling of the Product, and BUYER assumes all risks and liability arising out of its use, storage, handling and resale of the Product. BUYER shall comply with all laws and regulations applicable to the transaction between BUYER and SELLER including, without limitation, antitrust, import and anti-corruption laws.
9. BUYER agrees to defend, indemnify and hold SELLER harmless against claims by any third party (including BUYER’s employees and customers) arising out of BUYER’s use, storage, handling or resale of the Product.
10. BUYER shall confirm the accuracy of all shipments, as to Product identity, quantity and quality upon receipt and BUYER waives all claims therefore unless made in writing and delivered to SELLER within five (5) days after receipt of goods.
11. BUYER accepts SELLER’S point-of-shipment weights and measurements, unless proven incorrect. On sales made F.O.B. delivered basis, no allowances for shortage or damage will be made by SELLER unless BUYER furnishes acknowledgment from the carrier that same occurred in transit. On all sales made F.O.B. SELLER’S plant or warehouse, BUYER will, in the event of loss or damage in transit, file its own claim with carrier.
12. The SELLER will not be liable for delays in performance or for non-performance due to unforeseen circumstances or cases beyond the SELLER's reasonable control.
13. If at any time the financial responsibility of BUYER, or the credit risk involved, shall become unsatisfactory to SELLER, SELLER may require cash or satisfactory security prior to subsequent shipments or deliveries hereunder. The election by SELLER to require such cash or security shall not affect the obligation of BUYER to take and pay for the contracted materials. BUYER agrees to pay all costs and expenses, including reasonable attorneys’ fees, incurred by SELLER in the collection of any sum payable by BUYER to SELLER.
14. A final, complete, and exclusive statement of the entire contract is contained herein, including the face hereof, and no parol evidence, course of dealing, conduct, performance, or usage of the trade shall be relevant to supplement or explain it.
15. Any action on behalf of BUYER for breach of the contract must be commenced within one (1) year after the cause of action has accrued.
16. This contract shall be governed by and construed under the laws of the State of Ohio.
17. If BUYER resells the Product, it is the responsibility of the BUYER to ensure compliance with the U.S. export law. No Product(s) can be exported or re-exported without proper export authority, which is granted by the U.S. Department of Commerce.