1. PAYMENT: Terms as shown on quotation (subject to credit approval) Ex Works Seller's plant. Payment shall not prejudice claims on account of omissions or shortages in shipments, but no such claim will be allowed unless made within 30 days prior after receipt by Buyer.
2. DELIVERY: Seller shall not be liable for any delays in or failure of delivery due to acts of GOD or public authority, labor disturbances, accidents, fires, floods, extreme weather conditions, failure or and delays by carriers, shortages of material, delays of a supplier due to causes beyond its control or any other cause beyond the control of the Seller. Seller shall notify Buyer of any such delay as soon as it becomes apparent. In no event shall Seller be liable for consequential or special damage arising out of a delay in or failure of delivery. Buyer's requested delivery date or schedule shall be approximate and subject to Seller's approval and acceptance.
3. PACKAGING: All goods will be packed in quantities and containers of sellers choosing. Containers will be constructed of suitable material to provide protection in shipment and storage. Requests for special packaging which deviates from seller’s choice must be evaluated by seller for price impact.
4. INSPECTION: All goods ordered by the Buyer shall be subject to final inspection and approval of Buyer and/or Government at destinations. All products, material and workmanship shall be open to inspection and test at Seller's plant by authorized representatives of Buyer and/or authorized government representative.
5. WARRANTIES: All goods sold hereunder are warranted as provided in Seller's standard Warranty Policy. These express warranties are in lieu of and exclude all other warranties, express or implied. Seller's sole obligation under these warranties shall be to issue credit, repair or replace any item or part thereof which is proved to be other than as warranted; no allowance shall be made for any labor charges of Buyer for replacement of parts, adjustments or repairs, or any other work, unless such charges are authorized in advance by Seller. If goods are claimed to be defective in material or workmanship or not to conform to specifications, drawings, blue prints and/or samples. Seller, upon notice promptly given, will either examine the goods at their site, or issue shipping instructions for return to Seller (transportation costs prepaid by Buyer). In the event any goods are proved to be other than as warranted, transportation costs to and from Seller's plant will be borne by Seller and reimbursement or credit will be made for amounts so expended by Buyer. These warranties shall not extend to any goods or parts thereof which have been subject to misuse or neglect, damaged by accident, rendered defective by reason of improper installation by the performance of repairs or iterations outside of Seller's plant, except when performed under Seller's specific authority. These warranties shall not apply to any goods or parts thereof furnished by Buyer or acquired from others at Buyer's request and/or to Buyer's specifications.
6. CHANGES IN SPECIFICATIONS OR DESIGNS: Should Buyer request that changes be made in the specifications or designs relating to any goods, delivery dates and schedules shall be revised accordingly, if necessary, and an equitable adjustment, upward or downward, shall be made in price in so far as warranted.
7. TERMINATION, REDUCTION IN QUANTITY, and RESCHEDULING DELIVERY: In the event Buyer desires to terminate any part or all of the work to be done hereunder, reduce the quantity of good ordered, or reschedule the delivery of any goods, fair compensation shall be made to Seller. Seller shall recover, without duplication, the contract price for items which have been completed, the actual costs incurred by Seller which are properly allocable or apportion able under recognized commercial accounting practices terminated. Work (including the cost of discharges: liabilities plus a reasonable profit, the reasonable costs and expenses incurred by the Seller in making settlement hereunder and in protecting property in which Buyer has an interest and/or the increased costs incurred by Seller by reason of a revision in the delivery schedule.
8. BUYER'S PROPERTY: Any designs, tools, patterns, materials, drawings, information or equipment furnished by Buyer, or any special tools made or acquired for the Buyer by the Seller which become Buyer's property shall be used only in the production of the goods called for herein and not otherwise, unless by Buyer's written consent. Seller agrees to practice reasonable care with respect to such property and equipment while in its possession and control, but shall not be responsible for loss or damage occurring without its fault or negligence or for ordinary wear and tear.
9. PATENTS: Unless the designs for the goods shall have been furnished by the Buyer to the Seller and used by the Seller in manufacturing the goods, Seller shall defend and save harmless the Buyer from any claim that the product or article sold to the Buyer hereunder in and of itself infringes any United States letters patent by reason its sale or use; provided Seller is notified in writing within ten (10) days after any such claim is made against the Buyer, and provided further that Seller is permitted to defend the same in Buyer's name if action be brought. If the product or article sold to the Buyer under is manufactured by the Seller according to design furnished by the Buyer will defend and save harmless from any claims of infringement of any United States letters patent.
10. TAXES: Sales and use taxes, payable by Buyer, which are presently or may hereafter be imposed by taxing authority, are not included in the sale price; any direct or indirect tax, payable by Seller, which may hereafter be imposed by any taxing authority on manufacture, sale or delivery of product covered by this order, or any increase in rate of such tax no in force, shall be added to the sales price; if not collected time of payment of sale price, Buyer will hold Seller harmless.
11. PRICE REVISION: Prices are binding on Seller when Buyer's order is accepted; no revision of prices shall be made or requested, except as specially provided herein, unless there is attached to Seller's quotation and or acceptance of Buyer's order a rider specially setting forth the terms and conditions of such revision, which rider shall become a part of Seller's terms as though fully set forth in Seller's quotation and acceptance of Buyer's order.
a. No modification of any of these Terms and Conditions shall be binding on either party unless it is in writing and signed by both parties.
b. No waiver of these Terms and Conditions shall be effective unless made in writing. No waiver of any breach of these terms and Conditions shall constitute a waiver of any subsequent breach of the same or any other provision of these Terms and Conditions.
c. If Goods are to be used in the performance of a United States Government contract or subcontract, Buyer shall notify Seller of the United States Government contract number on such purchase order and furnish Seller with copies of all applicable United States Government procurement regulations, which regulations will be incorporated into the parties' agreement solely with regard to the parties' performance in connection with Buyer's order for the United States Government contract or subcontract. Buyer agrees to hold Seller harmless from all losses, claims and expenses (including attorney's fees and court costs) in connection with any actual or asserted violation of such procurement regulations where Buyer has failed to notify Seller of their applicability in the manner provided in this paragraph.