The following are the Terms and Conditions of Sale under which Amifast, herein referred to as the Seller, agrees to supply goods, products and-services to trade customers, herein referred to as the Buyer. These Terms and Conditions of Sale are .understood to take precedence in law over any Terms of Purchase that may appear on Buyer's purchase orders, unless Seller has agreed in writing to any variation.
In accordance with the usage of trade, Buyer’s consent to the terms and conditions of sale set forth below shall be conclusively presumed from any failure reasonably to object in writing, and from Buyer's acceptance of all or any part of the material ordered.
All proposals, negotiations, and representations, if any, regarding all transactions and made prior to the date of all transactions are merged herein.
PRICES - All prices, whether herein named or heretofore quoted or proposed, shall be adjusted to the Seller’s prices in effect at the time of shipment. .
If transportation charges from point of origin of the shipment to a designated point are included in the prices herein named or heretofore quoted;
(a) and changes in such transportation charges shall be for the account of the Buyer.
(b) except as otherwise stated in the Seller's quotation, the Seller shall not be responsible for switching, spotting, handling, storage, demurrage or any other transportation or accessorial service, nor for any charges incurred therefor, unless such charges are included in the applicable tariff freight rate from shipping point to the designated point.
TAXES - Any taxes which the Seller may be required to pay or collect under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use or consumption of any of the material covered hereby, including taxes upon or measured by the receipts from the sale thereof, shall be for the account of the Buyer, who shall promptly pay the amount thereof to the Seller upon demand.
DELAY - The Seller shall be excused for any delay in performance due to acts of God, war, riot, embargoes, acts of civil or military authorities, fires, floods, accidents, quarantine restrictions, mill conditions, strikes, differences with workpeople, delays in transportation, shortage of cars, fuel, labor or materials, or any circumstances or cause beyond the control of the Seller in the conduct of its business.
INSPECTION - The Buyer may inspect, or provide for inspection, at the Seller's place of business. Such inspection shall be so conducted as not to interfere with the Seller's operations, and consequent approval or rejection shall be made before shipment of the material. Notwithstanding the foregoing, if upon receipt of such material by the Buyer, the same shall appear not to conform to the contract between the Buyer and the Seller, the Buyer shall mark the shipment as damaged or incomplete as appropriate and immediately notify the Seller of such condition and afford the Seller the opportunity to inspect the material. No material shall be returned without the Seller's consent.
- If the material furnished to the Buyer shall fail, whether due to Seller’s negligent acts or omissions, or otherwise, to conform to contract the Seller shall replace such non-conforming material, providing that proper storage, handling and usage of the original shipment has been observed by the Buyer and his agents. Replacement shall take place at the original point of delivery and Seller shall furnish instructions for disposition of rejected materials. Any transportation charges in such disposition shall be for the Seller's account.
The Buyer’s exclusive and sole remedy on account or in respect of the furnishing of material that shall fail, whether due to the Seller’s negligent acts or omissions, or otherwise, to conform to contract, or to any express or implied warranty, shall be to secure replacement thereof as. Aforesaid, The Seller shall not in any event be liable for the cost of any labor expended on any such material or for any special, direct, indirect, incidental or consequential damages to anyone by reason of the fact that such material does not conform to contract or to any express or implied warranty.
PERMISSIBLE VARIATIONS, STANDARDS AND TOLERANCES - Except in the particulars specified by the Buyer and expressly agreed to in writing by Seller, all material shall be produced in accordance with Seller’s standard practices. Seller reserves the right to change design or material specifications, at any time, without prior notice. All material, including that produced to meet an exact specification, shall be subject to tolerances and variations consistent with usages of the trade and regular mill practices concerning, dimension, weight, straightness, section, composition and mechanical properties, normal variations in surface, internal conditions and quality, deviations from tolerances and variations consistent with practical testing and inspection methods, and regular mill practices concerning over and under shipments. Any and all technical information or application data provided by Seller is understood to be offered in good faith, but without warranty, either express or implied. All risks are assumed by the Buyer.
CREDIT APPROVAL - Shipments, deliveries and performance of work shall at all times be subject to the approval of the Seller. The Seller may, at any time, decline to make any shipment or delivery or perform, any work, except upon receipt of payment or security or upon terms and conditions acceptable to Seller.
TERMS OF PAYMENT - Subject to the provisions of CREDIT APPROVAL above, terms of payment are as contained in written quotation, or as shown on Seller’s invoice, and are effective from invoice dates. Payment shall not be withheld by Buyer under any circumstances. A cash discount shall not be allowed on any transportation charges included in delivered prices or as shown separately on Seller's invoice.
COMPLIANCE WITH LAWS - The Seller intends to comply with all laws applicable to Seller’s performance in connection with orders.
RENEGOTIATION - The Seller assumes only such liability with respect to renegotiation of contracts or subcontracts, to which Seller is a party, as may be lawfully imposed upon the Seller under the provisions of any Renegotiation Act applicable to any specific order.
NON-WAIVER BY SELLER - Waiver by the Seller of a breach of any of the terms and conditions of any order or contract shall not be construed as a waiver of any other breach.
INDEMNIFICATION - Buyer hereby agrees to indemnify and hold harmless Seller on account of any and all claims arising out of, or resulting from, the use or operation of any goods or products manufactured, assembled, or otherwise produced, in part or in whole, by Buyer which utilize or incorporate any of the goods or products supplied by Seller.
CANCELLATION - Buyer may cancel an order, in whole or in part, prior to the time Seller begins to manufacture or otherwise produce the ordered goods or products, but only upon receipt of the Seller’s written consent and upon payment of cancellation charges, which shall include expenses incurred by Seller and attributable to the order. Cancellation charges shall be at least. 20% of the Seller’s quoted price for the goods or products cancelled. Goods or products may not be returned by Buyer, for credit or refund, without Seller’s written permission. A restocking charge equal to 20% of goods value will be deducted. Returned goods must be in good and resaleable condition.
TEXAS LAW - The validity, performance and all matters relating to the interpretation and effect of these Terms and Conditions, and any amendment hereto, shall be governed by the laws of the State of Texas.