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Terms and Conditions

This sales contract may be accepted by Buyer submitting a signed written purchase order which shall be deemed to incorporate the terms contained herein. Such power of acceptance shall terminate thirty (30) days from the date hereof. All sales are subject to approval of Seller’s credit department. The terms and conditions hereof constitute the entire contract and no oral or written representation, modification, change order, limitation or waiver of this contract or any provision hereof shall bind Seller unless it is in writing and signed by an authorized representative of Seller at Seller’s home office. If Buyer is a corporation, it represents that the person accepting this contract in Buyer’s behalf was duly authorized to do so.


These articles may be imported. The requirements of 19 USC 1304 and 19 CFR Part 134 provide that the articles or their containers must be marked in a conspicuous place as legibly, indelibly and permanently as the nature of the article or container will permit in such a manner as to indicate to an ultimate purchaser in the United States the English name of the country of origin of the article.


Seller’s prices do not include sales, use, excise or similar taxes. Buyer warrants that it is purchasing the goods for resale and agrees to promptly pay, and indemnify Seller against, any and all such taxes should they be asserted against Buyer or Seller at any time.


Cancellation of this contract or approval of returns of goods by Buyer must be approved in writing in advance by Seller’s authorized representative at its home office. Cancellation charges equal to Seller’s non-recoverable out-of-pocket costs and loss of anticipated profit shall be charged if cancellation is approved. Discontinued or specially ordered goods and worn or damaged goods may not be returned. Returned goods are subject to a restocking charge plus costs of repackaging, if necessary. Shipments delayed at Buyer’s request will be subject to reasonable storage, handling and carrying charges.


Buyer agrees to accept as satisfaction of Seller’s performance hereunder, and pay the unit price for the quantities actually delivered, even though the quantities delivered differ from those ordered. Such variations usually do not exceed an increase or decrease of 10% which is billed pro-rata in accordance with the contract. This invoice covers the exact quantity furnished.


Seller retains a security interest in goods until receipt of payment in full and Buyer agrees to execute and deliver any financing statement or other documents related thereto upon Seller’s request. Unless otherwise specified, risk of loss passes to Buyer upon delivery to the specified carrier for shipment to Buyer or, if Buyer requests that such delivery be delayed, upon completion of the goods ready for shipment. Unless otherwise specified, delivery of goods shall be made FOB Seller’s point of shipment. Agreed shipping dates are estimates only, and Seller shall not be liable for failure to make timely delivery or delays in delivery. If Seller is prevented from delivering any portion of the contract because of acts of God, fire, flood, wind, war, sabotage, civil unrest or disobedience, accidents, strikes or any other cause beyond Seller’s control, Seller may cancel such portion from the contract, deduct the related amount from the purchase price, and fill the balance of the contract which has not been subject to the stated event without other modification of the contract. In the event of damage or loss in transit, Buyer must give immediate written notice to the carrier’s agent at destination and to Seller. Within thirty (30) days after receipt of goods, Seller must be notified of any claims for shortages, errors in shipment or errors in charges.


If Buyer fails to make any payment when due, Seller may, without prior notice and without breach of contract, refuse to make any further shipments, cancel the unshipped balance of the contract and take immediate possession of the goods already delivered for which payment has not been received. So long as any such default continues, Buyer shall not be entitled to any discount for prompt payment. Payments received from Buyer shall be credited to the oldest invoice first, regardless of any other indication from Buyer. Waiver by Seller of any breach of the terms and conditions hereof, shall not be construed as a waiver of any other breach.


So long as the goods are serviced and used in the manner called for by Seller’s product literature, Seller warrants that the goods will be free from defects in materials and workmanship and, within reasonable tolerances, will perform to specifications and related capacities contained in Seller’s product literature. Unless otherwise stated on the reverse side hereof, or in Seller’s product literature, this warranty shall extend for a period of one year from the date of shipment and shall thereupon terminate. SELLER MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED; AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR END USE OR PURPOSE WHICH EXCEED THE AFORESTATED OBLIGATION ARE HEREBY DISCLAIMED BY SELLER AND EXCLUDED FROM THIS CONTRACT. Seller’s liability for breach of warranty is limited solely to the replacement or repair of defective goods or, at Seller’s election, to refund of the purchase price; and Seller shall not be liable for consequential or incidental damages resulting to Buyer or others from the furnishing or use of defective goods or for costs of installation or removal thereof.


Any claims for breach of the warranty provided in paragraph 8 hereof must be made in writing and delivered to Seller within fifteen (15) days from the date of its occurrence, and Buyer shall provide with such claim complete details thereof. Following prior written approval from Seller, Buyer may return by prepaid shipment any goods claimed by Buyer to be defective for warranty repair or adjustment. The remedies provided hereby shall be the exclusive remedies of Buyer for breach of warranty. No action of any type, including any counterclaim or crosscomplaint, shall be brought or asserted by Buyer for any alleged breach of this contract more than one year (or such shorter period as in otherwise specified) after the date of shipment.


Buyer shall not assign this contract or any interest therein without the prior written consent of the Seller. This contract shall be binding on Buyer’s successors and assigns.


It is expressly agreed by the parties hereto that this contract shall be governed by the laws of the State of California.


Seller certifies that the goods will be produced in compliance with the applicable requirements of Sections 6, 7 and 12 of the Fair Labor Standards Act and applicable legal regulations and orders issued under Section 14 thereof.


Any terms and conditions herein set forth which are deemed to be unenforceable or in violation of law or public policy shall be deemed to be severed herefrom and all other terms and conditions hereof shall be fully enforced.


These terms and conditions may be superseded only by specific provisions typed on this contract or by written agreement approved by Seller’s authorized representative at its home office. Should any of these terms and conditions be contrary to or inconsistent with any terms and conditions contained in any purchase order form or other document between Seller and Buyer which is prepared by Buyer and whenever executed, the provisions hereof shall be controlling and shall supersede the conflicting terms and conditions which are contained in such other documents.


Seller warrants the goods listed in this invoice to be of merchantable quality and free from defects in material and workmanship. In case of defects in material or workmanship Buyer must so notify Seller in writing within ten (10) days from the date of receipt of such goods. No goods sold shall be returned without Seller’s written permission. Seller’s liability being expressly limited to replacing or repairing defective goods or, at Seller’s option, the return of Buyer’s purchase price. The foregoing express warranty is in lieu of and excludes any and all other warranties, express or implied by law or trade usage. Buyer, in placing any order, shall be understood as accepting the terms and conditions of this warranty.

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