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LEGAL EFFECT: Except as expressly otherwise agreed to in writing by an authorized representative of
Seller, the following terms and conditions shall apply to and form a part of this order and any additional
and/or different terms of Buyer’s purchase order or other form of acceptance are rejected in advance and
shall not become a part of this order.
The rights of Buyer hereunder shall be neither assignable nor transferable except with the written consent
of Seller.
This order may not be canceled or altered except with the written consent of Seller and upon terms which
will indemnify Seller against all loss occasioned thereby. All additional costs incurred by Seller due to
changes in design or specifications, modification of this order or revision of product must be paid for by
Buyer.
In addition to the rights and remedies conferred upon Seller by this order, Seller shall have all rights and
remedies conferred at law and in equity and shall not be required to proceed with the performance of this
order if Buyer is in default in the performance of such order or of any other contract or order with seller.
TERMS OF PAYMENT: Unless otherwise specified in the order acknowledgment, the terms of payment
shall be net cash within thirty (30) days after shipment. These terms shall apply to partial as well as
complete shipments. If any proceeding be initiated by or against Buyer under any bankruptcy or
insolvency law, or in the judgment of Seller the financial condition of Buyer, at the time the equipment is
ready for shipment, does not justify the terms of payment specified, Seller reserves the right to require full
payment in cash prior to making shipment. If such payment is not received within fifteen (15) days after
notification of readiness for shipment, Seller may cancel the order as to any unshipped item and require
payment of its reasonable cancellation charges.
If Buyer delays shipment, payments based on date of shipment shall become due as of the date when
ready for shipment. If Buyer delays completion of manufacture, Seller may elect to require payment
according to percentage of completion. Equipment held for Buyer shall be at Buyer’s risk and storage
charges may be applied at the discretion of Seller.
Accounts past due shall bear interest at the highest rate lawful to contract for but if there is no limit set
by law, such interest shall be eighteen percent (18%). Buyer shall pay all cost and expenses, including
reasonable attorney’s fees, incurred in collecting the same, and no claim, except claims within Seller’s
warranty of material or workmanship, as stated below, will be recognized unless delivered in writing to
Seller within thirty (30) days after date of shipment.
TAXES: All prices exclude present and future sales, use, occupation, license, excise, and other taxes
in respect of manufacture, sales or delivery, all of which shall be paid by Buyer unless included in the
purchase price at the proper rate or a proper exemption certificate is furnished.
ACCEPTANCE: All offers to purchase, quotations and contracts of sales are subject to final acceptance by
an authorized representative at Seller’s plant.
DELIVERY: Except as otherwise specified in this quotation, delivery will be F. O. B. point of shipment. In
the absence of exact shipping instruction, Seller will use its discretion regarding best means of insured
shipment. No liability will be accepted by Seller for so doing. All transportation charges are at Buyer’s
expense. Time of delivery is an estimate only and is based upon the receipt of all information and
necessary approvals. The shipping schedule shall not be construed to limit seller in making commitments
for materials or in fabricating articles under this order in accordance with Seller’s normal and reasonable
production schedules.
Seller shall in no event be liable for delays caused by fires, acts of God, strikes, labor difficulties, acts of
governmental or military authorities, delays in transportation or procuring materials, or causes of any kind
beyond Seller’s control. No provision for liquidated damages for any cause shall apply under this order.
Buyer shall accept delivery within thirty (30) days after receipt of notification of readiness for shipment.
Claims for shortages will be deemed to have been waived if not made in writing within ten (10) days after
the receipt of the material in respect of which any such shortage is claimed. Seller is not responsible for
loss or damage in transit after having received “In Good Order” receipt from the carrier. All claims for loss
or damage in transit should be made to the carrier.
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