REJECTION: Seller hereby rejects all terms and conditions proposed by Buyer different from or additional to those specified herein. In no case shall Seller’s act of shipping to Buyer be taken as assent to any provision different from or additional to this Order.
ACCEPTANCE BY BUYER: Buyer’s failure to notify Seller of cancellation or objection within reasonable time of receipt of this Order shall constitute acceptance of Seller’s specific terms and conditions. In any case, Buyer’s acceptance of shipment shall constitute acceptance of Seller’s terms and conditions.
TERMS AND CONDITIONS: The Contract shall be comprised of the terms and conditions on the face and reverse side hereof, including but not limited to what are regarded as fair and reasonable provisions expressing and limiting warranties, liabilities, and risks. Irrespective of the fact that one or more terms are left open in this agreement, parties do intend to make a contract.
PRICE: All prices are subject to change without notice, and the prices stated herein, including materials covered by this Order shall be adjusted to, and the material shall be invoiced and remitted at, Seller’s prices in effect at the time of actual shipment. In the event prices are increased in excess of 20 percent, Seller shall notify buyer prior to shipment and Buyer shall have the option to cancel without recourse against Seller and subject to Section 9 hereof.
DELAYS: Seller shall not be responsible for any delays, including but not limited to delays caused by acts of God, strikes, mechanical breakdown, material shortages, and any condition beyond its control. Shipping dates stated herein are Seller’s best estimate, and Seller shall be responsible only to use its best efforts to complete shipment within 180 days of dates specified subject to extension by reason of delays beyond Seller’s control. In the event shipment is delayed, at Seller’s discretion, beyond such extended time, Buyer shall have the option to cancel without recourse against Seller subject to Section 9 hereof.
EXCLUSION OF WARRANTEES. SELLER HEREBY DISCLAIMS ALL WARRANTEES EXPRESS OR IMPLIED, INCLUDING WARRANTEES OF FITNESS AND MERCHANTABILITY, WHICH DO NOT APPEAR ON THE FACE HEREOF.
EXPRESS LIMITED WARRANTY WITH LIMITATION OF REMEDY. Seller warrants to Buyer that the products supplied hereunder are free from defects in material and workmanship, AND IN THE EVENT THAT ANY PRODUCT IS IN FACT DEFECTIVE, BUYER PROMPTLY SHALL NOTIFY SELLER IN WRITING OF SUCH DEFECT AND SHALL MAKE SUCH PRODUCT AVAILABLE FOR INSPECTION BY SELLER, SELLER AGREES THAT ANY SUCH PRODUCT THAT IN FACT IS DEFECTIVE WILL BE REPAIRED OR REPLACED BY SELLER WITHOUT CHARGE TO BUYER, OR IN THE ALTERNATIVE OR AT SELLER’S OPTION, THE FULL PURCHASE PRICE THEREFORE WILL BE REFUNDED BY SELLER TO BUYER. THE PARITIES AGREE THAT THE FOREGOING REMEDY SHALL BE THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THIS LIMITED EXPRESS WARRANTY.
NO EXTENSION OF WARRANTY. NO WARRANTY, EXPRESS OR IMPLIED INCLUDING WARRANTIES OF MERCHANT ABILITY AND FITNESS, ARE EXTENDED BY BUYER, OR MAY BE EXTENDED BY BUYER, TO ANY THIRD PERSON.
LIMITATION OF DAMAGES. SELLER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENT DAMAGES FOR BREACH OF ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCTS SOLD HEREUNDER, OR FOR ANY CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF THIS PRODUCT OR CAUSED BY ANY DEFECT, FAILURE, OR MALFUNCTION OF ANY PRODUCT WHETHER A CLAIM FOR SUCH DAMAGE IS BASED UPON WARRANTY, CONTRACT, NEGLIGENCE OR OTHERWISE.
RETURNS: Goods may be returned to Seller only after receipt by Buyer of written authorization and shipping instructions from Seller.
CLAIMS: Claims for damages, shortages, etc., must be made in writing immediately upon receipt of materials.
CANCELLATIONS: All requests for cancellations must be made in writing by Buyer, and others are not subject to cancellation without the prior written consent of Seller. Orders in process or completed at the time Buyer’s cancellation is received by Seller are subject to cancellation charges up to the invoice value of the material ordered.
PAYMENT TERMS: (A) As stated on the face of this Order; (B) Seller may, if it has reason to believe that Buyer’s ability to perform is in any way impaired, demand assurance and/or, upon written notification to Buyer, change payment term; (C) Accounts not paid in full within the terms of sale stated on the face of this Order will be liable for a PAST DUE SERVICE CHARGE of as much as 1 ½ percent PER MONTH of such unpaid balance. In no event shall the SERVICE CHARGE exceed the maximum allowable interest rate established by the law governing same; (D) Shipment may be withheld whenever Buyer’s account is pas due, or upon giving notice to Buyer, whenever Buyer’s account has reached the maximum credit allowance, as determined by Seller; (E) Discount date of any cash discount terms to be based on invoice date.
PRODUCT SPECIFICATIONS: Fiber cores are an intrinsic part of the specifications and final product. It is the policy of Nichols Aluminum to bill for the fiber core at the agreed to price for the product specifications ordered.
ORDER: Your Order appears in our records as shown on the reverse side. Any corrections must be called to our attention in writing immediately.
FAIR LABOR STANDARDS ACT: Seller hereby certifies that all goods of it’s manufacture covered by this Order are produced and furnished in compliance with regulation of the Child Labor and other provisions of the Fair Labor Standards Act of 1938, as amended, and any regulations or Orders issued thereunder.
TRANSPORTATION: Seller is not responsible for damage to goods in transit, and all shipments must be inspected carefully upon receipt and any claim for damage filed with the carrier promptly.
ENTIRE CONTRACT: The terms and conditions contained in this Order shall constitute the entire contract of sale and purchase of the material sold hereunder.
ADDITIONAL RECOVERY: If Buyer breaches this contract in whole or in part and Seller brings suit, Seller shall be entitled to recover it’s cost and attorney’s fees.
APPLICABLE LAW: This Contract of Sale shall, in all respects, be governed by the provisions of the law as they were in effect as of the date of this agreement in the State of Illinois.