TERMS AND CONDITIONS
Except as may otherwise be specified.
The price and other charges herein are in U.S. Dollars. Payment shall be made to the seller in federal funds and at the Seller’s option either against invoice, or bills of lading, or shipping documents. All taxes imposed, duties or governmental charges are under any present or future law in respect of the material are for the account of the Buyer, whether or not such amounts are deemed payable by the Seller or not. It is understood that no contract order shall be deemed accepted until is verified and confirmed by Seller.
Shipping instructions must be received no later than ten days before the intended date of shipment from our warehouses. Partial shipments are permitted. Any increase in freight charges after the date of confirming a purchase order is for the account of the Buyer.
Seller shall not be responsible for any delay (whether material or not) in, or failure of, shipment or delivery due to any occurrence commonly known as force majeure, including (but not limited to any of the following: Loss or destruction of the material, failure of transportation facilities, interruption of, or delays in transportation, strikes, or controversies of any nature with employees (whether of Seller’s or others), interruption of or delays in, transportation of materials or supplies used in the production, treatment or processing of the materials at mines or plants, breakdown of equipment at mines or plants, explosions, fires, floods, accidents to personnel or equipment, wars (domestic or foreign) riots, revolutions, rebellions, blockades, embargoes, applicable foreign or domestic governmental acts, restrictions, requisitions, regulations or orders (whether or not later proved to be invalid) failure of any of Seller’s suppliers to make delivery to Seller, and any other contingencies beyond Seller’s reasonable control affecting Seller’s ability, in the light of its outstanding contracts (and without regard to the availability of the material in the market), to meet the requirements of a contract order. In the event of any of the foregoing occurrences delivery may, at Seller’s option, be deferred so long as the condition prevents or delays its completion. If Seller elects to do, Seller will, within a reasonable time after termination of the occurrence, ship and Buyer will accept, delivery in regular course without liability for the delay.
ALL WARRANTIES EXPRESSED OR IMPLIED, AND WHETHER OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR OTHERWISE, ARE EXCLUDED. SELLER MAKES NO WARRANTIES TO THOSE DEFINED AS CONSUMER IN THE MAGNUSON – MOSS WARRANTY FEDERAL TRADE COMMISSION IMPROVEMENT ACT.
Buyer grants Seller a security interest in the product(s). Seller is authorized to sign and file a financing statement to perfect Seller’s security interest in the product(s). Upon default and at Seller’s request Buyer will assemble and deliver the product(s) to Seller as specified by the Seller. The security interest extends to proceeds and the product(s).
Buyer shall not assign any order or any interest therein without the written agreement of Seller. Any actual or attempted assignment without Seller’s prior written agreement shall entitle Seller to notify Buyer of the immediate cancellation of any such orders without any further liability for Seller. Buyer has no right, title or interest in trademarks, brands, or copyrights in Seller’s products, and Buyer pledges that it will abstain from any action to register or otherwise interfere with such rights. Seller and Buyer are independent contractors. Buyer is not authorized to make any representations on behalf of Seller.
The following events shall be events of default by the Buyer: Failure to pay in full at maturity any indebtedness under this or any other contract between the parties, insolvency of bankruptcy of the Buyer, Buyer’s inability to perform this or any other contract between the parties. In case of an event of default Seller may, at its option, treat the event of default as a material breach and resort to any or all of its remedies under the Uniform Commercial Code.
Buyer shall not claim Seller for consequential damages, including, without limitation, loss of profits, overhead costs, activities dependent upon delivery of the product(s), or claims of customers.
No amendment or modification of these terms and conditions or any specific contract subject to such terms and conditions shall be valid unless in writing signed by the Seller.
The terms and conditions hereof shall constitute the sole and exclusive agreement between Buyer and Seller. Unless otherwise specifically agreed to in writing by Seller’s duly authorized corporate officer, any terms and conditions contained in any form or document heretofore or hereafter supplied by Buyer to Seller which are in addition to or different from the terms and conditions contained herein shall not become part of the contract between Buyer and Seller.
Any controversy or claim arising out of, or relating to, these terms and conditions or any contract subject to them, or the breach thereof, shall be settled by arbitration in Texas in accordance with the Rules of The American Arbitration Association and judgement upon the reward rendered by the Arbitrator(s) may be entered in any Court having jurisdiction thereof. Seller may resort to the courts in aid of its possessory rights in collateral.
Any dealings between Buyer and Seller shall be governed by and construed in accordance with the laws of the State of Texas. The courts of Texas shall have jurisdiction to enter a judgement on the award of the Arbitrator(s).