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| term&condition of Sales |
| Agreement |
These Terms and Conditions of Sales are incorporated by reference into all contracts for Buyer's purchase of Product from Seller. These Terms and Conditions of Sale, together with the Sales Agreement or any similar contract between Buyer and Seller, shall constitute one agreement(the "Agreement") and shall supersede all prior agreements and understandings between Seller and Buyer with respect to Product.
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| Terms of Sales |
Prices for the product are F.O.B. to shipping point unless otherwise indicated in a written quotation. Each shipment shall be considered a separate and independent transaction and payment there of shall be made accordingly.
All prices are beased upon the manufacture of the quantity and types ordered and are subject to revision when interruptions, engineering changes or changes in quantity are caused or requested by a customer. Clerical errors made by us are subject to correction. |
| Warranty |
Seller warrants that each of the products delivered to the Buyer shall conform to the product specification in the catalog at the time of shipment. In no event shall Seller's liability exceed the value of the product purchased. Upon confirmation, Seller shall replace any product that does not so conform, provided that such product, or an adequate representative sample, is returned to Seller, with transportation charges prepaid and a Seller credit tag affixed.
This warranty shall not apply to any product or any equipment that has been repaired or altered by anyone other than an authorized employee of Seller, or that has been subject to abuse, misuse, negligence, or accident. There are no warranties which extend beyond the description of each product set forth in this catalog other than the foregoing warranty. Seller makes no claim of all express or implied warranty of merchantability and fitness for a particular purpose. |
| Limitation of Liability |
Determination of the suitability of the productions furnished hereunder at the specification set forth herein for the use contemplated by Buyer is the sole responsibility of Buyer, and Seller shall have no responsibility in connection therewith. Buyer acknowledges that there are hazares associated with the use of the products, that it understands such hazards, and that it is the responsibility of Buyer to warn and protect its employees and others exposed to such hazards through Buyer's storage and use of the products. Buyer assumes all risk and liability for loss damages or injury to persons or to property of Buyer or others arising out of the presence or use of the products. Buyer acknowledges that it can obtain and install devices to sample the product delivered to determine its compliance with specification prior to use.
Seller's sole liability and Buyer's sole remedy for the non-delivery of products, or for the delivery of products not conforming to specification shall be limited to the purchase price of the quantity of products not delivered or the purchase price of the non-specification products delivered . Seller shall not be liable in contract, tort or any other theory for any other direct, special, indirect or consequential damages, including by way of illustration and not of limitation, loss of use, loss of work in process, down time or loss of profits. |
| Inspection and Receipt of Products |
| Buyer shall promptly examine and check each shipment of Product upon receipt and, unless a written claim is delivered to Seller within ten days thereafter, all claims with respect to said shipment or the Products contained therein shall be conclusively deemed waived, and Buyer shall be conclusively deemed to have accepted delivery of such Product by Seller in full compliance with all of Seller's obligations to Buyer with respect to such Products. |
Indemnity
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| Buyer shall indemnify, defend and hold the Seller, and the Seller's affiliates, and their respective officers, directors, employees, agents and representatives harmless from and against any and all losses, claims, costs, expenses(including, without limitation attorney's fees and expenses), liability, demands and causes of action of every kind and character, including the amounts of judgments, penalties, interest, without limit, relatiing to or arising from bodily injuries to or death of any person, or damage to property(including contamination of or diminution in value of Property), arising from or relating to (i) the Products and Equipment sold to Buyer hereunder; or (ii)the Buyer's performance here of negligence or willful misconduct or violation of law. |
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