1. Acceptance.
    SELLER’S ACCEPTANCE OF BUYER’S PURCHASE ORDER IS
    EXPRESSLY MADE CONDITIONAL ON BUYER’S ACCEPTANCE OF THE
    FOLLOWING TERMS AND CONDITIONS OF SALE, WHICH ARE IN LIEU
    OF ANY ADDITIONAL OR DIFFERENT TERMS CONTAINED IN BUYER’S
    PURCHASE ORDER OR OTHER DOCUMENT OR COMMUNICATION
    PERTAINING TO BUYER’S ORDER OR THE GOODS. BUYER’S ASSENT
    TO THE TERMS AND CONDITIONS CONTAINED IN THIS DOCUMENT
    SHALL BE CONCLUSIVELY PRESUMED FROM BUYER’S ACCEPTANCE
    OF ALL OR ANY PART OF THE GOODS OR FROM PAYMENT BY BUYER
    FOR ALL OR ANY PART OF THE GOODS. NONE OF THESE TERMS AND
    CONDITIONS MAY BE ADDED TO, MODIFIED, SUPERCEDED OR
    OTHERWISE ALTERED, EXCEPT BY A WRITTEN INSTRUMENT SIGNED
    BY AN AUTHORIZED EXECUTIVE OF SELLER. FAILURE OF SELLER TO
    OBJECT TO ANY TERMS OR CONDITIONS WHICH MAY BE CONTAINED
    IN ANY DOCUMENT OR FORM OF BUYER SHALL NOT BE CONSTRUED
    AS A WAIVER OF THESE CONDITIONS, NOR AS AN ACCEPTANCE OF
    ANY SUCH TERMS AND CONDITIONS.
  2. Payment Terms.
    Payment terms are net thirty (30) days from the date of this invoice, subject to a ½
    of 1% discount if paid within ten (10) days of the date of this invoice. Any
    payments not made within thirty (30) days of the date of this invoice shall be
    subject to a late payment charge of 1½% per month (compounded) on the unpaid
    balance of any amount then passed due.
  3. Taxes.
    The quoted purchase price may be increased to the extent that Seller’s cost of the
    product sold hereunder may be increased as a result of (1) any agreements, codes,
    or legislative enactments made or enacted pursuant to federal, state of municipal
    legislation; and (2) increase in the cost of labor or raw materials. In addition to
    paying the quoted purchase price, Buyer is solely liable for any excises, levies or
    taxes which Seller may be required to pay or collect, under any existing or future
    law, upon or with respect to the sale, purchase, delivery, storage, processing, use,
    consumption or transportation of any of the goods covered hereby, and Buyer
    agrees to pay the amount thereof on the same terms as it shall pay the quoted
    purchase price.
  4. Warranty.
    Seller warrants that the goods supplied under this invoice (the “Goods”) shall
    conform to the description stated on the reverse side hereof. THE FOREGOING
    WARRANTY IS SELLER’S SOLE WARRANTY WITH RESPECT TO THESE
    GOODS. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
    INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
    MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE
    HEREBY DISCLAIMED. SELLER’S LIABILITY FOR BREACH OF
    WARRANTY HEREUNDER IS LIMITED SOLELY TO THE REPLACEMENT OF
    THE DEFECTIVE GOODS, WHICH SHALL BE RETURNED TO SELLER’S PLANT,
    TRANSPORTATION CHARGES PREPAID BY BUYER; AND THE FAILURE TO
    GIVE NOTICE OF A WARRANTY CLAIM WITHIN THIRTY (30) DAYS FROM
    DATE OF DELIVERY SHALL CONSTITUTE A WAIVER BY BORROWER OF ALL
    CLAIMS IN RESPECT TO SUCH GOODS. THE FOREGOING SHALL CONSTITUTE
    THE SOLE REMEDY OF BUYER AND THE SOLE LIABILITY OF SELLER UNDER
    THIS WARRANTY.
  5. LIMITATION OF LIABILITY.
    SELLER’S LIABILITY TO BUYER, WHETHER IN CONTRACT, IN TORT, UNDER
    ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED IN
    ANY CASE THE RETURN OF THE AMOUNT OF THE PURCHASE PRICE PAID BY
    BUYER AND UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR
    SPECIAL, IN DIRECT OR CONSEQUENTIAL DAMAGES. THE PRICE STATED FOR
    THE GOODS IS CONSIDERATION FOR LIMITING SELLER’S LIABILITY. NO
    ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS
    UNDER THIS INVOICE MAY BE BROUGHT BY BUYER MORE THAN ONE (1)
    YEAR AFTER THE DATE OF THIS INVOICE. WITHOUT LIMITATION OF THE
    FOREGOING, IN NO EVENT WILL SELLER BE RESPONSIBLE OR LIABLE FOR (A)
    PENALTIES OR PENALTY CLAUSES OF ANY DESCRIPTION, OR (B)
    INDEMNIFICATION OF BUYER OR OTHERS FOR COSTS, DAMAGES OR
    EXPENSES ARISING OUT OF OR RELATED TO THE GOODS.
  6. Claims.
    Claims by Buyer for shortages or errors in delivery must be made within five (5)
    days after the delivery of the Goods. Goods are sold subject to the standard
    manufacturing practices of Seller’s suppliers. Goods purchased on the basis of
    weight are subject to customary quantity variations recognized by practice in the
    industry.
  7. Returns.
    No Goods shall be returned for credit without first obtaining written consent from
    an executive officer of Seller.
  8. Shipment.
    Delivery terms are either F.O.B. Seller’s plant, Rockford, Illinois, or C.F. , as
    specified on the reverse side of this document. In either case, Buyer shall assume all risk of
    loss or damage upon delivery by Seller to the carrier at the point of shipment.
    Scheduled dates of delivery are determined from the date of Seller’s acceptance of
    any order or orders placed by Buyer and are estimates of approximate dates of
    delivery, not a guaranty of a particular date of delivery. Seller shall not be liable
    for any damages caused by failure or delay in shipping the goods described herein,
    if such failure or delay is due to any war, embargo, riot, fire, flood, accident, mill
    condition, strike or other labor difficulty, an act of Buyer, an act of God, an act of
    a governmental authority, transportation shortage or failure, inability to obtain
    sufficient fuel, labor, materials or manufacturing facilities, or any other cause
    beyond the reasonable control of Seller.
  9. Security Interest.
    Shipments, deliveries and performance of work by Seller shall at all times be
    subject to the approval of and requirements of the credit department of Seller,
    including the requirement that Buyer pay part or all of the purchase price in
    advance. Seller retains a purchase money security interest in all Goods not paid
    for in full, notwithstanding that the goods have been delivered to Buyer, and
    Buyer hereby authorized Seller to execute and file financing statements describing
    the Goods, and other document which may be requested by Seller to evidence its
    security interest.
  10. Cancellation.
    Orders accepted by Seller are subject to cancellation by Buyer only upon the
    express written consent of Seller. Upon such cancellation and consent, Seller shall
    cease work and hold for Buyer all completed and partially completed articles and
    work in progress and Buyer shall pay Seller: for all work and materials that have
    been committed to and/or identified to Buyer’s order plus a cancellation charge as
    prescribed by Seller, in addition to a reasonable profit to Seller on the entire
    contract.
  11. Indemnification.
    In addition to the foregoing, Buyer agrees to save and hold Seller harmless from
    any claims, demands, liabilities, costs, expenses or judgments arising in whole or
    in part, directly or indirectly, out of the negligence or lack of care by Buyer or
    Buyer’s customers, agents, employees or invitees involving the use of the goods
    supplied by Seller. This indemnification shall include all costs, attorney’s fees and
    other expenses paid or incurred by or imposed upon Seller in connection with the
    defense of any such claim.
  12. Governing Law.
    Any agreement arising out of this transaction shall be deemed to have been made
    in Rockford, Winnebago County, Illinois. The parties agree that the validity,
    interpretation and performance of any agreement arising out of this transaction
    shall be governed by the laws of the State of Illinois without regard to conflicts of
    interest laws. Buyer and Seller hereby submit to the exclusive jurisdiction for the
    resolution of any disputes hereunder, to the Circuit Court of the Seventeenth
    Judicial Circuit, Winnebago County, Rockford, Illinois. This shall be the sole and
    exclusive jurisdiction and venue for the purpose of adjudication of any rights and
    liabilities hereunder.
  13. Default.
    In the case of default or breach by Buyer in the performance of any or all of the
    provisions of this agreement, Seller may cancel any outstanding order from Buyer
    and declare all obligations immediately due and payable, and shall in addition
    have all remedies afforded by the Uniform Commercial Code as enacted in
    Illinois, and any other applicable law. Buyer shall in addition, be liable for
    Seller’s expenses incurred in exercising any remedies available to it, including
    reasonable attorney’s fees and legal expenses. All unpaid obligations shall bear
    interest at the contract rate provided under terms of payment above.
  14. Delay. If Buyer requests deferral of deliveries, Seller’s agreement to defer
    delivery shall not excuse Buyer from its obligation to pay for the goods at the
    same times and in the same quantities as the original delivery schedule, including
    interest due pursuant to these terms and conditions. In addition to adhering to the
    original payment schedule, Buyer shall pay such storage charges as Seller may
    assess for storing the goods awaiting delivery. If Buyer requests deferral prior to
    commencement of production, Seller may require progress payments in
    connection with expenses for materials and services incurred by Seller in
    anticipation of production.
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