| Terms and Conditions |
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| The provisions on both sides of this form shall govern this
transaction. Buyer will be deemed to have assented to all of these terms
and conditions. If Buyer finds any term or condition unacceptable Buyer
must notify Seller at once. Any additional or different terms or
conditions contained in Buyers printed purchase order or other forms
inconsistent with those contained herein will be null and void and of no
effect. |
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| Cancellation |
Orders may not be canceled without written approval
of Seller.
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| Price and Price Changes |
All prices are subject to change without prior
advance notice. Buyer shall pay process as are in effect at time of
delivery. Except as to specially fabricated and lithographed goods in
process or already completed. Buyer may cancel any unfilled orders for
goods covered by such price increase by giving Seller written notice
with TEN (10) days of issuance of Supplier’s notification of new prices.
Delivery: Goods shall be delivered F.O.B. point of manufacture unless
otherwise specified. Risk of loss shall pass to buyer upon delivery of
goods to carrier at F.O.B. point.
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| Specially Fabricated and
Lithographed Goods |
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- Quantity and Delivery: Goods shall be delivered within a period
not to exceed NINETY (90) days from the date of first shipment or
date Buyer is notified that goods are ready for delivery. All goods
shall be subject to ±10% tolerance as to quantity shipped.
- Cancellation: Buyer may change or cancel order concurrently
with payment for goods completed or in process at current unit price
on date of change or cancellation as determined by Seller.
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| Warranty |
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- Materials furnished by suppliers to Seller and distributed by
Seller to Buyer are warranted by Seller only to the extent of the
original manufacturer’s express warranties to Seller.
- All other goods are warranted to Buyer against failures shown by
direct evidence to have been caused solely by specific defects in
Seller’s materials and workmanship, and that the failure could have
been avoided or detected by Seller under generally accepted
practices in Seller’s industry.
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THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU
OF ALL OTHER WARRANTIES, SELLER MAKES NO OTHER WARRANTIES OF ANY KIND
EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING ANY WARRANTY OF
PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. All
claims must be made in accordance with “CLAIMS PROCEDURE” SET FORTH
HEREINBELOW.
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| Past Due Accounts |
All payments received after THIRTY (30) days from date of invoice shall
be subject to a post maturity charge computed at FIVE (5%) percent per
annum plus prime rate prevailing on the TWENTY FIFTH (25th) days of the
month preceding that date of execution on the contract as established by
the Federal Bank of San Francisco, or TEN (10%) percent per annum,
whichever is higher.
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| Claims Procedure - Liability
and Remedy |
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- Claims Procedure: Seller will give immediate
consideration to all claims submitted in accordance with the
following uniform policies and procedures: (1) Seller shall not be
liable unless notice in writing together with representative samples
of any claimed unsatisfactory goods are received. (a) within THIRTY
(30) days after delivery on lithographed or specially fabricated
goods: (b) within SIX (6) months after delivery on all other claims.
On all claims Buyer must institute legal action against Seller within
TWO (2) years after claim arises. Thereafter claims shall be barred
notwithstanding any statutory period of limitations to the contrary.
- Liability and Remedy: Buyer’s exclusive remedy and
Seller’s sole liability on any claim whether in tort, contract or
warranty shall not exceed the cost to Buyer of the disputed goods,
or at Seller’s option shipment of conforming goods and return of the
disputed goods.
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| Tools and Drawings |
On all specially fabricated and lithographed goods, all specifications,
drawings, designs, data, ideas, patterns, or inventions made, conceived,
developed, or acquired by Seller, will vest in and inure to Seller’s
sole benefit. Buyer agrees not to disclose, give, loan, exhibit, or sell
to any other person any confidential manual, drawing, photograph, or
specification or reproduction thereof furnished by Seller except in
connection with the resale of the product covered by or furnished under
this agreement.
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| Indemnification |
Buyer agrees at its own expense, to settle, defend and indemnify Seller
to and from any and all claims and liabilities asserted against Seller
alleging infringement or patent, trademark, trade name, copyright or
otherwise on goods furnished in accordance with Buyer’s specifications,
and Buyer shall indemnify Seller against any resulting claims, damages
or expenses, Further, Buyer shall also indemnify against any and all
purchaser or user of Buyer’s product, except to the extent of any
allowable claim.
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| Entire Agreement |
This agreement constitutes the entire agreement between Buyer and Seller
regarding the goods and services identified herein and supersedes all
prior written or oral undertakings, and may be neither changed nor
waived in any respect, except as hereafter agreed by both parties in
writing. Failure to enforce any provision shall not operate as a waiver.
In the event of dispute the parties agree that the Uniform Commercial
Code as enacted in California shall govern this Seller for any costs
incurred by Seller in collecting amounts overdue under this agreement,
including without limitation all attorney fees and court costs. |
