GOODS DESCRIBED SOLD ARE SUBJECT TO THE FOLLOWING
TERMS AND
CONDITIONS UNLESS
OTHERWISE SPECIFIED
TERMS OF SALE
All invoices are due net 30 days from
invoice date unless otherwise stated on face of invoice. Cash discounts
applicable, if any, will be identified to each item on the face of each
invoice. Where discounts are specified, such discounts will be allowed only if
previously outstanding invoices have been paid. Mailing date of remittance as
shown by postmark on envelope containing same shall be construed as “Date of
Payment”. Interest will be charged at not more than the maximum legal rate per
annum on all past due amounts
CONDITIONS
A. Unless otherwise specified, all orders are accepted and will be invoiced at Seller’s prices
in effect at time of shipment. Accordingly, all quotations are subject to change
at any time prior to shipment unless stipulated otherwise All prices are FOB
point of shipment and title to the material sold passes to the Buyer FOB point of
shipment in such cases. Point of shipment is defined as being: (1) the store at
which the material sold is located in cases of
out-of-stock sales, or (2) the point at which the vendor of manufacturer of the
item sold ships the material in cases of direct shipments. Seller's
responsibility shall cease when goods are delivered to the carrier. No goods or
parts therefore shall be returned to Seller by Buyer without first obtaining
permission of Seller. Any claims for storage, deductions or erroneous shipment
charges must be made within thirty (30) days after receipt of the goods. In the
event of damage or loss in transit, Buyer must give immediate written notice to
carrier's agent at destination and to Seller.
B. Seller shall not be responsible for delay in delivery occasioned
by acts of God or of a public enemy, wars, fires, floods, strikes, differences
with employees, accidents,
governmental orders, rules or regulations or other causes beyond the control of
manufacturer or Seller, whether similar or dissimilar to the foregoing. Seller
shall use
reasonable efforts under the circumstances to ship within the time specified
but does not guarantee to do so.
C. Any taxes which the Seller may be required to pay or collect under
any existing or future law shall be for the account of Buyer.
D. Unless otherwise provided on the front side hereof, all payments
by buyer hereunder shall be paid to Seller to address as stated on invoice
within 30 days of invoice date. Seller reserves the right, at any time, even
after partial delivery or partial payment hereunder, to require satisfactory
security from Buyer for performance of its obligations hereunder. Failure to
furnish such security when required shall entitle Seller to either defer or cancel,
all further performance by Seller hereunder.
E.
(1) THERE IS NO WARRANTY
THAT THE GOODS ARE MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE AND THERE IS
NO OTHER WARRANTY,
EXPRESS OR IMPLIED EXCEPT THAT THE GOODS SHALL CONFORM TO THE DESCRIPTIONS ON
THE INVOICE. Any action for breach of Seller’s
warranty, shall be commenced within one year from the date of delivery of
goods.
(2) TO THE EXTENT
SELLER MAY DO SO, SELLER GRANTS TO BUYER THE RIGHT TO ENFORCE ANY WARRANTY
GRANTED BY SELLER'S SUPPLIER
WITH RESPECT TO NEW API GOODS, BUT
BUYER ACCEPTS "AS IS" ALL NON-API, SECONDARY, MILL REJECT,
FABRICATED, RECONDITIONED OR USED GOODS.
(3)
Buyer shall assume all risk and liability resulting from the use in its
operations of goods delivered under this Contract, or by use of such goods in
combination with other equipment, materials or substances.
(4)
Seller shall not be liable for and Buyer hereby waives claims for any
commercial losses or for any incidental or consequential damages caused by any
defect in goods or any other breach of the conditions of this Contract.
F. Buyer
shall indemnify, defend and hold harmless Seller for all claims, losses, causes
of action and expenses that are brought by third parties due to Buyer’s use or
selection of the goods REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY
THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, BREACH OF
WARRANTY, OR OTHER FAULT OF BUYER. If it is judicially determined under applicable law that a
defense, indemnity or hold harmless protection in this Section (F) is to any
degree void or unenforceable if the indemnitee is at fault in connection with a
claim, Buyer’s obligation to release, defend, indemnify, and hold Seller
harmless shall apply (i) except to the extent of the sole negligence of a
member of Seller or (ii) to the maximum degree permitted by law, whichever of
(i) or (ii) provides the most protection to Seller under applicable law.
There
are no understandings or agreements between Buyer and Seller hereto which are
not fully expressed herein, and these terms and conditions may not be modified or
changed on behalf of Seller except by the written authority of an executive
officer of seller. The rights and duties of this Contract are not assignable
nor transferable by Buyer without the express written consent of the Seller. The
interpretation of this Contract and performance of Buyer and Seller hereunder
shall be governed by the laws of the State of Kansas and venue is hereby agreed
to be Wichita, Kansas.