Disclaimer of Express Warranties: Seller agrees that the goods will be basically as described in this agreement. Buyer affirms that he has not relied upon Seller's skill or judgment to sell or furnish specifications to the Seller. Though Seller warrants that any product manufactured by Seller will meet specifications supplied by the Buyer. Seller does not warrant that the specifications are fit for the Buyer's propose. Seller acknowledges receipt of plans and specifications for the goods to be sold under this agreement. And Seller warrants that the furnished will comply, with the limitations stated above, to the plans and specifications. There are no warranties which extend beyond the description on the face hereof. Seller further disclaims and excludes liability for incidental and consequential damages by this agreement.
Assignment Clause: No right or interest in this contract may be assigned in whole or in part by Buyer without written permission of Seller. Any attempt at assignment without written permission of Seller shall be wholly void and totally ineffective for all purposes.
Acceptance Clause: A quotation constitutes an offer to purchase goods and/or services according to the description, instructions and conditions set forth herein. No other proposal or quotation forms shall be part of this agreement, even if referred to, unless specifically agreed to by Seller in writing. No right that Seller has under this agreement may be waived or modified except by Seller in writing. The submittance of a purchase order by the Buyer will constitute an acceptance of the Quotation and all the terms and conditions set forth in this Quotation order. Buyer shall be bound by this agreement and its terms and conditions. No additional or different terms offered by Buyer shall be part of this agreement. Seller hereby objects to the inclusion of any different or additional terms purposed by Buyer in its written acceptance of this Quotation unless Seller has agreed in writing to accept such different or additional terms prior to Buyer's returning its written acceptance to Seller. No oral agreement or other understanding shall in any way modify this Quotation or the terms or conditions hereof.
Cancellation Clause: Seller reserves that right to cancel all or any part of the work covered by this agreement at any time with the cause by notifying Buyer. In case of cancellation Buyer hereby waives any right which it may have to specific performance under this agreement.
Compliance with the Laws: Seller shall at all times comply with all applicable federal, state and local laws, rules or regulations.
Confidential Information: Buyer shall not at any time, even after the expiration or termination of this agreement, use or disclose to any person for any purpose other than to perform this agreement, any information it receives from Seller in connection with this agreement. Without Seller's prior written consent, Buyer and persons under Buyer's control shall not disclose to any third party, information it receives from Seller in connection with this agreement.
Force Majeure: Neither Seller nor the Buyer shall be held responsible for delays of performance or failures of performance under this agreement due to strikes, fires, force majeure, or other such circumstances reasonably beyond the control of the parties.
Invoicing: Buyer shall have 30 days from the time it receives the goods to make payments of the price to the Seller. Buyer shall pay to Seller a delinquency charge of 1.5 percent per month of any installment overdue and unpaid to Seller from the due date. Buyer shall pay to Seller all reasonable costs of collection of money due and unpaid including all reasonable attorney's fees. Seller shall have the right, upon notice to Buyer, to revise the stated credit terms or to withhold deliveries if Seller in its sole discretion deems such action necessary or advisable to protect its interest.
Rejection of Goods: As soon as the goods are delivered to Buyer, Buyer shall inspect them. If Buyer retains the goods in his possession for a period in excess of 30 days after delivery of them to his place of business, this shall be regarded as an irrevocable acceptance by him of the goods delivered. All claims for damages, errors or shortages in the goods delivered by Seller to Buyer under this agreement shall be made by Buyer in writing within a period of 30 days after the goods are delivered to Buyer. Failure to make any claim within 30 days shall constitute an irrevocable acceptance of the goods and admission that they fully comply with all terms, conditions and specifications of this agreement. Because of the complex nature of the goods solder under this agreement, it is possible that there will be a period after delivery during which adjustments and repairs by Seller may be necessary. Buyer agrees that Seller shall have access to the goods during this period and that Buyer will cooperate with Seller in attempting to solve problems that arise. However, if Buyer accepts goods tendered under this agreement, his acceptance shall be final and irrevocable. No attempted revocation shall be effective.