All orders are subject to acceptance by Res-Tek incorporated (seller) and are subject to credit approval. All orders are expressly made conditional upon the terms and conditions set forth on the reverse side hereof as well as the Standard Terms and Conditions of Sale set forth herein (collectively, Terms and Conditions). Buyer agrees that Seller is to furnish the product(s) (Product) described in Buyers order only upon these Terms and Conditions, which supersede the terms and conditions of any prior or subsequent proposal, purchase order, acknowledgement, or other document or statement of buyer.
ACCEPTANCE AND PRICE: Quotations are held open for thirty (30) days from the date on the quotation. Prices quoted will be firm for orders scheduled by Seller to be delivered within sixty (60) days after the quotation date; otherwise, seller reserves the right to apply prices in effect at the time of delivery. Prices do not include sales, use, excise, or other similar taxes, and all such taxes will be paid by the Buyer. In the event government action, order or request prevents Seller from adjusting or continuing in effect the price herein stated, Seller shall have the right to cancel this order.
DELIVERY: Delivery to Buyer is F.O.B. Sellers Plant, regardless whether the mode of shipment is to be by common carrier or otherwise. Delivery dates, where stated, are approximate and Seller shall not be held liable for delay, short shipment, or other non-performance caused by circumstances beyond Seller’s control including but not limited to, delays in delivery by its suppliers, acts of God, war, riots, accident, fires, explosions, floods, sabotage, governmental laws, regulations orders or actions, national defense requirements, inability to obtain fuel, power, material, labor, container or transportation facilities, natural disaster, acts of third parties, or labor disorders, strike, lockout or injunction (whether or not such labor event is within the reasonable control of Seller). Quantities affected by this paragraph may be eliminated from the contract at the option of the Seller, but the contract shall remain otherwise unaffected.
ALLOCATION: In the event of inability for any reason to supply the total demands for the product specified herein, Seller may allocate its available supply among any or all purchasers, as well as itself and its affiliates, on such basis as Seller may, in its sole discretion, deem fair and practical, without liability for any failure of performance which may result there from.
PRODUCT SAFETY: Seller does not warrant the safety of the product or its use. Buyer warrants and agrees to transport, store, handle, use and dispose of product in strict compliance with all state, federal, and local laws and regulations and to use product in a safe and lawful manner in compliance with all applicable standards of care, including information contained in Sellers’ labels and material safety data sheets. Buyer agrees to defend and hold Seller harmless from any liability of whatever nature caused in whole or in part by buyers’ failure to comply with this paragraph product safety.
WARRANTY: Seller makes no warranty of merchantability, fitness for a particular purpose (even if Seller is aware of such purpose) or otherwise, whether express or implied, other than that the product, upon delivery to Buyer, shall be of the specifications stated herein. No other warranty, express or implied, and whether arising by operation of law or custom shall apply. Buyer agrees to inspect the product supplied hereunder immediately after delivery and to give notice in writing to Seller of any claim within thirty (30) days of delivery. Failure to give notice in writing as aforesaid within the specified time constitutes an unqualified acceptance of the product and a waiver of all claims with respect thereto. NOTE: Where product has a limited life or may deteriorate through age or other factor such as improper storage, such limited life or deterioration does not constitute a failure to conform to specifications as stated herein.
LIABILITY: Upon the earlier of acceptance by Buyer’s carrier or upon delivery to Buyer, Buyer assumes all responsibility and liability for loss and damage to the product or resulting from the handling, storage, or use of the product. Seller’s liability under this contract shall be limited to the purchase price of the product supplied hereunder in respect of which damages are claimed. All technical or other advice by Seller, whether at Buyer’s request, with respect to the product, its processing, further manufacture, other use, or resale, is given gratis by Seller and Seller shall not be liable for, and Buyer assumes all risk of such advice and the results thereof. Other than as set forth in this paragraph liability, Seller shall in no event be liable for any direct, indirect, special, consequential, incidental, or other damages from any source whatsoever. Upon satisfactory proof of claim by Buyer, Seller will, within a reasonable time, supply Buyer with replacement product of the same or equivalent type, free of charge, freight prepaid or at Seller’s option refund the purchase price upon return of the product or the unused portion. Buyer charges for replacements and returns for credit will not be allowed unless authorized by Seller in writing.
LIMITATIONS OF ACTIONS: The right to commence a legal action arising out of or in conjunction with these Terms and Conditions or the product expires one (1) year after the cause of action has accrued.
MANUFACTURING DEVICES AND TECHNICAL INFORMATION: All manufacturing devices, designs, formulas, data, or other technical information relating to an order will remain Seller’s property and Buyer shall not have any rights thereto.
BUYERS CREDIT/COLLECTION: Seller reserves the right, among other remedies, either to terminate this contract or to suspend further deliveries under it in the event Buyer fails to pay for any one shipment when payment is due. Should Buyer’s credit standing become unsatisfactory to Seller, in its sole and exclusive judgment, cash payments or satisfactory security may be required by Seller for further deliveries and for product(s) there to fore delivered. Should it be necessary to engage the services of an attorney in order to enforce this contract, Buyer agrees to pay Seller its actual attorney’s fees and related costs and expenses.
EXPORT COMPLIANCE: Buyer warrants that it will not export, or re-export any Product or information received from Seller, in violation of United States export control or customs laws and regulations.
BINDING EFFECT: This contract shall be binding on the successors and assigns of Buyer and Seller, provided, however, that Buyer shall not assign this contract in whole or in part without the prior written consent of Seller.
COMPLETE AGREEMENT: The complete agreement between Seller and Buyer is contained herein and no additional or different term or condition stated by Buyer will be binding unless agreed to by Seller in writing. The failure of Seller to insist upon strict performance of any of the terms or conditions stated herein will not constitute a waiver of these or any other terms and conditions. These Terms and Conditions will be interpreted in accordance with the laws of the State of Georgia, U.S.A., without regard to the United Nations Convention on the International Sale of Goods or any other international treaty, rule, or accord, and without regard to conflicts of law principles.
