1. Seller warrants that the products delivered hereunder meet Seller's standard specifications for the products or such other specifications as may have been expressly agreed to. SELLER MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER EXPRESS OR IMPLIED WARRANTY, EXCEPT AS PROVIDED IN CONDITIONS 3 AND 4 HEREIN. Buyer assumes all risk and liability resulting from the use of the products delivered hereunder, whether used singly or in combination with other products .
2. No claim of any kind, whether as to products delivered or for non-delivery of products, and whether or not based on negligence, shall be greater in amount than the purchase price of the products in respect of which damages are claimed, and failure to give notice of claim within (90) days (or such other period as may be provided in the special conditions of sale referred to in condition 14 hereof) from date of delivery, or the dated fixed for delivery (in the case of non-delivery), shall constitute a waiver by buyer of all claims in respect of such products . No charge or expense incident to any claims will be allowed unless approved by an authorized representative of Seller. Products shall not be returned to Seller without Seller's prior permission, and then only in the manner prescribed by Seller. The remedy hereby provided shall be the exclusive and sole remedy of the Buyer and in no event shall either party be liable for special, indirect or consequential damages, whether or not caused by or resulting from the negligence of such party.
3. Seller warrants that the use or sale of the products delivered hereunder will not infringe the claims of any United State Patent covering the products themselves, but does not warrant against infringement by reason of the use thereof in combination with other products or in the operating of any process.
4. Seller warrants that all products delivered hereunder were produced with the requirements of the Fair Labor Standards Act of 1938, as amended.
5. No liability shall result from delay in performance or non-performance directly or indirectly caused by circumstances beyond the control of the party affected, including, but not limited to, act of God, fire, explosion, flood, and war, act of or authorized by any Government, accident, labor trouble or shortage, or inability to obtain material, equipment or transportation. Quantities so affected may be eliminated from the agreement without liability, but the agreement shall remain otherwise unaffected. Seller shall have no obligation to purchase supplies of the products specified herein to enable it to perform this agreement.
6. It is further understood and agreed between Buyer and Seller that if this order or agreement covers products that must necessarily be manufactured especially for Buyer and is suspended or terminated for any reason, Buyer will take delivery of and make payment for such products as have been completed and such as are in process on the date notice of suspension or termination is received by Seller, provided that if Buyer for any reason cannot accept delivery of such products , it will make payment therefor as though delivery had been made and Seller will store such products for Buyer's account and at Buyer's expense.
7. If for any reason Seller is unable to supply the total demand for products specified herein, Seller may distribute its available supply among any or all purchasers, as well as businesses of Seller, on such basis as it may deem fair and practical without liability from any failure of performance that may result therefrom.
8. If any government action should place or continue limitations on the price provided for in this order or agreement such that it would be illegal or against public policy for Seller to charge, assess or receive the full amount of or to increase such prices as determined by this order or agreement, then Seller shall have the option i) to continue to perform under the agreement subject to such adjustments in prices that Seller may deem necessary to comply with such government action, ii) to revise the agreement subject to Buyer's approval in order to most nearly accomplish the original intent of the agreement, or iii) to terminate performance of the affected portions of the agreement without liability for any damages.
9. At Buyer's request, Seller may furnish such technical assistance and information as it has available with respect to the use of the products covered by this agreement. Unless otherwise agreed in writing, all such technical assistance and information will be provided gratis, and buyer assumes sole responsibility for evaluating the suitability of such information for its business operations and for results obtained in reliance thereon.
10. Buyer acknowledges that it has received and is familiar with Seller's labeling and literature concerning the products sold hereunder and will forward such information to its employees who handle, process or sell such products and its customers for such products , if any.
11. The Buyer shall reimburse the Seller for all taxes, excises or other charges excepting income taxes and franchise taxes based upon income which the Seller may be required to pay to any governmental (nation, state or local) upon sale, production or transportation of the products sold hereunder.
12. In the event Buyer fails to fulfill Seller's terms of payment, or in case Seller shall have any doubt at any time as to Buyer's financial responsibility, Seller may decline to make further deliveries except upon receipt of cash or satisfactory security.
13. This order or agreement is not assignable or transferable by either party, in whole or in part, except with the prior written consent of the other party.
14. In addition to the Standard Conditions of Sale set forth herein, any special conditions of sale set forth in the current price list or product information bulletins (or attached hereto) for the products covered by this order or agreement shall apply and are incorporated by reference herein.
15. In the event there exists no separate written agreement governing this order or agreement, this document contains all of the terms and conditions with respect to the sale and purchase of the products sold hereunder. These terms and conditions supersede any of previous date and no modifications thereof shall be binding on Seller unless separately contracted in writing and agreed to by a duly authorized representative of Seller. No modifications shall be effected by the acknowledgment or acceptance of purchase order forms stipulating different conditions. Unless Buyer shall notify Seller in writing to the contrary as soon as practical after receipt of this document by Buyer, acceptance of the terms and conditions hereof by Buyer shall be indicated and in the absence of such notification, the Buyer's acceptance of the products shall be equivalent to Buyer's assent to the terms and conditions hereof. Waiver of either party of any default by the other hereunder shall not be deemed a waiver by party of any default by the other that may thereafter occur.
16. All remittances hereunder, including interest payments, shall be made payable in United States dollars without deduction for exchange fluctuations of customs or other foreign government assessments (taxes or similar charges).
17. Shipping terms for this transaction shall have the meaning accorded them by the International Rules for the Interpretation of Trade Terms (INCOTERMS) unless otherwise stated.