1. Acceptance - If the Terms and Conditions of this acknowledgment
differ in any way from the terms and conditions of Buyer's order this
acknowledgement will be construed as a "COUNTEROFFER" and will not be
effective as an acceptance of Buyer's terms and conditions which conflict
herewith. The Terms and Conditions contained herein will be the complete and
exclusive statement of the terms of the agreement between the parties. Buyer's
acceptance of the goods sold hereunder will manifest Buyer's assent to the Terms
and Conditions hereof. No addition to or modification of any of these Terms and
Conditions will be effective unless made in writing and signed by Seller.
2. Warranty and Liability Limitation - SELLER MAKES NO WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AS TO THE
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE GOODS SOLD
HEREUNDER. SELLER SHALL NOT BE LIABLE FOR ANY DEFECT IN THE GOODS SOLD
HEREUNDER AND BUYER RELEASES SELLER FROM ANY AND ALL LIABILITY FOR NEGLIGENCE
BY SELLER WITH RESPECT TO ANY ACTIVITY ENGAGED IN BY SELLER WITH REGARD TO THE
GOODS SOLD HEREUNDER AND FROM ANY AND ALL LIABILITY IMPOSED UPON MANUFACTURERS
OR SELLERS OF GOODS. BUYER ACKNOWLEDGES THAT IT ALONE HAS DETERMINED THAT THE
GOODS PURCHASED HEREUNDER WILL SUITABLY MEET THE REQUIREMENTS OF THEIR INTENDED
USE. IT IS EXPRESSLY UNDERSTOOD THAT ANY TECHNICAL ADVICE FURNISHED BY SELLER
WITH RESPECT TO THE USE OF ITS GOODS OR SERVICES IS GIVEN WITH SPECIFIC
PARAMETERS IN MIND AND BECAUSE PERFORMANCE VARIES WITH METHOD OF USE SELLER
ASSUMES NO OBLIGATION OR LIABILITY FOR THE ADVICE GIVEN ON RESULTS OBTAINED BY
BUYER. ALL SUCH ADVICE BEING GIVEN AND ACCEPTED AT BUYER'S RISK. THE SOLE AND
EXCLUSIVE WARRANTIES GIVEN BY SELLER WITH RESPECT TO THE GOODS SOLD HEREUNDER
ARE THAT IT HAS TITLE TO SUCH GOODS FREE AND CLEAR FROM ANY LIEN OR ENCUMBRANCE
AND THAT SUCH GOODS SHALL CONFORM TO THE DESCRIPTION AND SPECIFICATIONS SET
FORTH HEREIN. SHOULD SELLER BREACH EITHER OR BOTH OF THESE WARRANTIES BUYER'S
ONLY REMEDY AND THE SELLER'S ONLY OBLIGATION SHALL BE THE REPLACEMENT OR REPAIR
BY SELLER OF SUCH NON-CONFORMING GOODS, F.O.B. SELLER'S PLANT SELLER WILL NOT BE
LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR ANY DAMAGES OTHER THAN REPAIR OR
REPLACEMENT OF DEFECTIVE GOODS FOR SUCH DEFECTIVE GOODS, AT SELLER'S OPTION.
Every claim from any cause shall be deemed waived by the Buyer unless made in
writing within ninety (90) days of the receipt by Buyer of the goods to which
such claim relates, or, if the goods are to be stocked for resale, within
ninety (90) days of the date of shipment from Buyer and Buyer's customer,
provided that all such claims must be submitted in writing to Seller within one
(1) year from receipt by Buyer of the goods to which such claim relates. No
legal proceeding shall be brought for any breach of this contract more than one
(1) year after the accrual of the cause of action therefore.
4. Credit - All sales are subject to the approval of Seller's credit department.
5. Payment - All bills rendered are payable in US Dollars
6.
Force Majeure - Seller shall not be liable for any delay in delivery, or
failure to deliver, due to any cause beyond the Seller's control, including but
not limited to fires, floods, strikes, or other labor disputes, accidents to
machinery, acts of sabotage, riots, precedence or priorities granted at the
request or for the benefit, directly or indirectly, of the federal or any state
government or any subdivision or agency thereof, delay in transportation or
lack of transportation facilities, restrictions imposed by federal, state or
other governmental legislation or rules or regulations thereof. If Seller in
its sole discretion determines that Seller's performance hereunder would result
in a loss to Seller on this sale as computed under Seller's normal accounting
procedures because of causes beyond Seller's control, then the Seller may
terminate this agreement in whole or in part without liability for any delay in
the delivery of, or failure to deliver, the goods sold hereunder.
7. Risk of Loss - Buyer will assume risk of loss to the goods
covered hereby upon delivery thereof to the carrier.
8. Taxes and Other Charges - The Buyer will pay, or reimburse
Seller if it pays, any and all taxes or tariffs or any other similar charges
imposed upon this contract, the goods covered hereby or the delivery or use
thereof or upon any act done or document or title or instrument used in
connection with the transaction, and any and all taxes, tariffs or charges
imposed upon or measured by the sales contemplated herein or the purchase price
payable hereunder.
9. Freight Charges - If the sale hereunder is other than f.o.b.
Sellers's plant, this acknowledgement is based upon the freight charges now in
effect. In the event of an increase or decrease in applicable freight charges
before the goods are shipped, such change in freight will be for the Buyer's
account.
10. Resale of Goods Sold Hereunder - In the event of the resale of
any of the goods sold, hereunder, in whatever form, Buyer will include the
following language in a conspicuous place in the agreement covering such
resale: Warranties by manufacturers and sellers of goods sold hereunder, are
limited to such written warranties as may be applicable to the individual items
sold hereunder, which warranties are limited to repair or replacement of the
goods at the manufacturer's or seller's option, within the time limit
specified. MANUFACTURERS AND SELLERS MAKE NO WARRANTIES OR REPRESENTATIONS,
EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE AS TO THE MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OF THE GOODS SOLD HEREUNDER. MANUFACTURERS
AND SELLERS SHALL NOT BE LIABLE FOR ANY DEFECT IN THE GOODS SOLD HEREUNDER AND
BUYER RELEASES MANUFACTURERS AND SELLERS FROM ANY AND ALL LIABILITY FOR
NEGLIGENCE WITH RESPECT TO ANY ACTIVITY ENGAGED IN BY MANUFACTURERS OR SELLERS
WITH REGARD TO THE GOODS SOLD HEREUNDER AND FROM ANY AND ALL LIABILITY IMPOSED
UPON MANUFACTURERS OR SELLERS OF GOODS. BUYER ACKNOWLEDGES THAT IT ALONE HAS
DETERMINED THAT THE GOODS PURCHASED HEREUNDER WILL SUITABLY MEET THE
REQUIREMENTS OF THEIR INTENDED USE. MANUFACTURERS AND SELLERS WILL NOT BE
LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR ANY DAMAGES OTHER THAN REPAIR OR
REPLACEMENT OF DEFECTIVE GOODS , AT MANUFACTURER'S OR SELLER'S OPTION.
11. Export Control - The Buyer acknowledges that U.S. export
control laws and regulations apply to any prodct purchased from the Seller,
including the Export Administration Regulations of the U.S. Department of
Commerce, which prohibit the export or re-export of products and technology to
certain countries and persons. You agree to comply strictly with all U.S.
export laws, regulations and orders, and assume sole responsibility for
obtaining any required licenses to export or re-export products or technology.
12. Patent or Trademark Infringement - If the goods sold hereunder are to be
prepared for manufacture according to Buyer's specifications, Buyer shall
indemnify Seller against any claims or liability for patent or trademark
infringement on account of such preparation or manufacture.
13. Applicable Law - All questions arising in connection with the
quotation, any order submitted in connection therewith the acknowledgment or
counter offer made in response to any such order or the sale of the goods,
covered hereby shall be resolved in accordance with the laws of the State of
California..
14. Equipment and Tools - Notwithstanding payment of amount quoted
for special, dies, tools, jigs or the like, Seller retains title and Buyer has
no right to remove such equipment from Seller's plant. In the event of no
reorder by Buyer for a period of three years from the last invoice date, Seller
has the right to scrap such equipment without notice to Buyer.
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