These Terms and Conditions shall govern the transaction by and between The Salvajor
Company (herein referred to as the “Seller”) and the customer or person or entity purchasing
goods (“Goods”) from Seller (therein referred to as “Buyer”), together with any quotation or
acknowledgment from Seller relevant to the sale of the Goods and all documents
incorporated by specific reference therein, and shall constitute the complete and exclusive
agreement governing the sale of Goods by Seller to Buyer. Buyer’s acceptance of the Goods
will manifest Buyer’s assent to these Terms and Conditions.
1. PRICES
Unless otherwise specified in writing by Seller, Seller shall have the right to change the
price for the Goods to Seller’s price for the Goods at the time of shipment. All prices are
exclusive of taxes, transportation and insurance which are to be borne by Buyer.
2. TAXES
All taxes or government charge (or increase in same) affecting Seller’s costs or which
seller is otherwise required to pay or collect in connection with the sale, purchase, delivery,
storage processing, use or consumption of Goods shall be for Buyer’s account and shall
be added to the price.
3. TERMS OF PAYMENT
Net 30 days invoices will bear the date on which shipment is made and terms are based
upon date of shipment and not on date of arrival. Seller shall have the right among other
remedies, to terminate or suspend performance under any order, if Buyer fails to make
any payment when due. Buyer shall be liable for all expenses, including attorney’s fees,
relating to the collection of past due amounts. Delinquent payments shall bear interest
at a rate to be determined by Seller, which shall not exceed the legal maximum rate,
from the date due until paid. Should Buyer’s financial responsibility become
unsatisfactory to Seller, Seller may require cash payments or satisfactory security.
4. SHIPMENT AND DELIVERY
Deliveries are made F.O.B. Seller’s shipping point. Risk of loss or damage and liability
therefore shall pass to Buyer upon delivery to carrier. Shortages or damages must be
acknowledged and signed for at the time of delivery. While Seller will use all reasonable
commercial efforts to maintain the delivery date (s), all shipping dates are approximate
and not guaranteed. Seller reserves the right to make partial shipments. If the ship-
ment of the Goods is postponed or delayed by Buyer for any reason, Buyer agrees to
reimburse Seller for any and all storage costs and other resulting expenses.
5. LIMITED WARRANTY
Subject to the limitations of Section 6 Seller warrants that the Goods manufactured
by Seller will be free from defects in material and workmanship and meet Seller’s
published specifications at the time of shipment under normal use and regular service
and maintenance for a period of one year from the date of shipment of the Goods by
Seller unless otherwise specified by Seller in writing. Products purchased by Seller
from a third party for resale to Buyer (“Resale Products”) shall carry only the warranty
extended by the original manufacturer whether or not the component is incorporated
in goods sold by the Seller.
The warranties provided herein are the sole and exclusive warranties by seller with
respect to the goods and are in lieu of and exclude all other warranties, express or
implied arising by operation of law or otherwise, including without limitation,
merchantability and fitness for a particular purpose whether or not the purpose or
use has been disclosed to seller in specifications drawings or otherwise and whether
or not seller’s products are specifically designed and/or manufactured by seller for
Buyer’s use or purpose.
These warranties do not extend to any losses or damages due to misuse, accident,
abuse, neglect, normal wear and tear, Buyer’s negligence, unauthorized modifica-
tion or alteration use beyond rated capacity, or improper installation, maintenance or
application. To the extent that Seller has relied upon any specifications, information
representation or operating conditions or other data supplied by Buyer or its agents
to Seller in the selection or design of the Goods and the preparation of Seller’s
quotation, and in the event that actual operating conditions or other conditions differ
from those represented by Buyer and relied upon by Seller, any warranties or other pro-
visions contained herein which are affected by such conditions shall be null and void.
If within thirty (30) days after Buyer’s discovery of any nonconformity with warranty
within the warranty period, Buyer notifies Seller thereof in writing, Seller shall, at its
own option repair, correct or replace F.O.B. point of manufacture, that portion of the
nonconformity. Failure by Buyer to give such written notice within the applicable time
period shall be deemed an absolute and unconditional waiver of Buyer’s claim for
such nonconformity. Goods repaired or replaced during the warranty period shall be
covered by the foregoing warranties for the remainder of the original warranty period
or ninety (90) days, whichever is longer.
Buyer assumes all other responsibility for any loss, damage, or injury to persons or property
arising our of connected with or resulting from the use of Goods, either alone or in
combination with other products/components.
6. LIMITATION OF REMEDY AND LIABILITY
The sole and exclusive remedy for breach of any term or condition or warranty
hereunder (other than the warranty provided under Section 7) shall be limited at
Seller’s option to repair, correction or replacement under Section 5 or refund of the
purchase price. Seller shall not be liable for damages caused by delay in performance
and in no event, regardless of the form of the claim or cause of action (whether based
in contract, infringement, negligence, strict liability, other tort or otherwise) shall
Seller’s liability to Buyer and/or its customers exceed the price paid by Buyer
for the specific goods provided by Seller giving rise to the claim or cause of action.
Buyer agrees that in no event shall seller’s liability to buyer and/or its customers ex-
tend to include incidental, consequential or punitive damages. The term consequential
damages shall include without limitation loss of anticipated profits business interrup-
tion loss of use or revenue, cost of capital or loss or damage to property or equipment.
It is understood that any technical advice furnished by Seller with respect to the
use of the Goods is given without charge and Seller assumes no obligation or
liability for the advice given, or results obtained, all such advice being given and
accepted at Buyer’s risk.
7. PATENTS AND COPYRIGHTS
Subject to the limitations of the second paragraph of Section 6, Seller warrants that the
Goods sold except as are made specifically for Buyer according to Buyer’s specifications
do not infringe any valid U S patent or copyright in existence as of the date of shipment.
This warranty is given upon the condition that Buyer promptly notify Seller of any claim or
suit involving Buyer in which such infringement is alleged and, that Buyer cooperate fully
with Seller and permit Seller to control completely the defense settlement or compromise
of any such allegation of infringement. In the event such Goods are held to infringe such
a U S patent or copyright in such suit, and the use of such Goods is enjoined, or in the
case of a compromise or settlement by Seller, Seller shall have the right, at its option and
expense to procure for Buyer the right to continue using such Goods or replace them with
non-infringing Goods, or modify same to become non-infringing, or grant Buyer a credit
for the depreciated value of such Goods and accept return of them.
8. EXCUSE OF PERFORMANCE
Seller shall not be liable for delays in performance or for non-performance due to acts of
God, acts of Buyer, war, fire, flood, weather, sabotage, strikes, or labor or civil disturbance,
government requests, restrictions, laws, regulations, orders of actions, unavailability of or
delays in transportation, default of suppliers, or unforeseen circumstances or any event
or causes beyond Seller’s reasonable control Deliveries or other performance may be
suspended for an appropriate period of time or canceled by Seller upon notice to Buyer in
the event of any of the foregoing, but the balance of the agreement shall otherwise remain
unaffected as a result of the foregoing. If Seller determines that its ability to supply the
total demand for the Goods or to obtain material used directly or indirectly in the manufac-
ture of the Goods is hindered, limited or made impracticable due to causes set forth in the
preceding paragraph, Seller may allocate its available supply of the Goods or such material
(without obligation to acquire other supplies of any such Goods or material) among itself and
its purchasers on such basis as Seller determines to be equitable without liability for
any failure of performance which may result therefrom.
9. CANCELLATION
Seller may cancel this agreement at any time for any reason upon 30 days written
notice. Unless otherwise agreed in writing by Seller, Buyer may not cancel this agreement
for any reason.
10. CHANGES
Buyer may request changes or additions to the Goods consistent with Seller’s specifica-
tions and criteria. In the event such changes or additions are accepted by Seller, Seller may
revise the price and dates of delivery. Seller reserves the right to change designs and
specifications for the Goods without prior notice to Buyer, except with respect to
Goods being made-to-order for Buyer.
11. ASSIGNMENT
Buyer shall not assign its rights or delegates its duties hereunder or nay interest therein
or any rights hereunder without the prior written consent of the Seller, and any such
assignment without such consent, shall be void. Seller may assign its rights and delegate
its duties hereunder.
12. GENERAL PROVISIONS
These terms and conditions supersede all other communications, negotiations and prior
oral or written statements regarding the subject matter of these terms and conditions.
No change, modifications, rescission, discharge, abandonment, or waiver of these terms
and conditions shall be binding upon the Seller unless made in writing and signed on its
behalf by a duly authorized representative of the Seller. No conditions, usage or trade,
course of dealing or performance, understanding, or agreement purporting to modify,
vary, explain, or supplement these terms and conditions shall be binding unless
hereafter made in writing and signed by the party to be bound and no modification shall
be affected by the Seller’s receipt, acknowledgment, or acceptance of purchase orders,
shipping instruction forms, or other documentation containing terms at variance with or
in addition to those set forth herein. No waiver by either party with respect to any breach
or default or of any right or remedy and no course of dealing, shall be deemed to
constitute a continuing waiver of any other breach or default or of any other right or
remedy, unless such waiver be expressed in writing and signed by the party to be bound.
All typographical or clerical errors made by Seller in any quotation, acknowledgment or
publication are subject to correction.
The validity, performance and all other matters relating to the interpretation and effect of
this agreement shall be governed by the law of the state of Missouri. Buyer and Seller
agree that the proper venue of all actions arising in connection herewith shall be only in
the state of Missouri. The Convention for the International Sales of Goods shall not apply to
this agreement.
13. COMPLIANCE WITH CERTAIN LAWS
These Goods shall be produced in compliance with the requirements of the Fair Labor
Standards Act of l938, as amended and Executive Order 11246.
GENERAL TERMS AND CONDITIONS OF SALE
8
Printed in USA
Form No. II-SC/PC (08-16)
