CONDITIONS OF SALE
ACCEPTANCE OF ORDERS – Any acceptance herein of Buyer's Order by Seller is expressly made conditional on Buyer's assent to the additional or different terms contained herein. Orders are accepted only at Seller's Offices and are final and cannot be changed or canceled upon acceptance.
PRICE – The price for the material covered hereby shall be adjusted to Seller's published price or contract pricing in effect at time of shipment.
DELIVERY – F.O.B. points, freight allowances and other transportation arrangements applicable to this sale shall be as set forth in Seller's published sales policy statements. Seller will not consider claims for errors, damages or shortages in shipments unless transmitted to Seller within thirty (30) days of the date of shipment and accompanied by documents sufficient to substantiate the claim.
TERMS OF PAYMENT – Terms of payment shall be in accordance with Seller's invoice or applicable published sales policy statements. If Seller's invoice contains a prompt payment discount, Buyer must deduct such discount amount from its timely payment of the invoice or be forever barred from claiming such discount.
CANCELLATION – The order hereby acknowledged cannot be canceled except with Seller's consent and upon terms that will indemnify Seller against loss.
WARRANTY – Seller warrants to Buyer that the material to be delivered hereunder will be free from defects in material, workmanship and title and will be of the kind and quality described in the contract. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE).
Claims for defects in materials will not be considered unless made in writing within ninety (90) days of receipt of material, and unless Buyer promptly discontinues use of such material. Material proving defective in the hands of Buyer, when used for purposes for which such material is intended, will be replaced or credit will be allowed for the price thereof at Seller's option.
LIMITATION OF LIABILITY – Seller's liability on any claim of any kind, whether based on negligence, warranty or otherwise, for any loss or damage arising out of, connected with, or resulting from this contract, or from the performance or breach thereof, or from the manufacture, sale, delivery, resale or use of any material or provision of any services covered by or furnished pursuant to this document shall, in no case, exceed the price allocable to the material which gives rise to the claim. In no event shall Seller be liable for special, incidental or consequential damages. Seller shall not be liable for delay or failure to perform due to causes beyond Seller's control.
COMPLIANCE WITH LAWS – The parties agree to comply with all applicable laws and regulations regarding employment and discrimination, including Executive Order 11246. The OFCCP affirmative action clauses set forth in 41 CFR §60-1.4, 60-250.4, 60-741.5(a) are hereby incorporated by reference.
TAXES – Any tax, duty, or other governmental charge now or hereafter levied upon the production, sale, use or shipment of materials ordered or sold hereunder shall be for the Buyer's account. Such governmental levies are not covered in the Seller's price, unless expressly so stated.
NON-WAIVER – Seller's waiver of any of these Conditions of Sale in any instance shall be limited to that instance and shall not imply that Seller will waive such Condition of Sale on any future occasion.