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Terms and Conditions of Sale
Wisco Products, Incorporated, an Ohio corporation ("Seller") acknowledges with appreciation, and hereby
accepts the order from you (the "Buyer"). Seller's acceptance of your order is hereby expressly made conditional on your
acceptance of the following terms and conditions:
1. Terms and Acceptance
All sales of goods manufactured or supplied by Seller ("Goods") shall be subject to these terms and conditions. ACCEPTANCE
OF BUYER'S ORDER FOR SUCH GOODS BY SELLER IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS CONTAINED HEREIN AND ANY DOCUMENTS
EXPRESSLY INCORPORATED HEREIN BY REFERENCE. SELLER HEREBY OBJECTS TO ANY CONTRARY, DIFFERENT, OR ADDITIONAL TERMS OR CONDITIONS
WHICH MAY NOW OR IN THE FUTURE APPEAR ON ANY FORM OF BUYER, OR ANY ALTERATIONS IN THE TERMS AND CONDITIONS OF THIS DOCUMENT,
UNLESS EXPRESSLY AGREED TO IN WRITING BY SELLER. WITH RESPECT TO BUYER'S OFFER TO PURCHASE THE GOODS, THIS DOCUMENT OR ANY
OTHER ACKNOWLEDGMENT OR CONFIRMATION BY SELLER SHALL NOT OPERATE AS AN ACCEPTANCE OF BUYER'S OFFER, BUT RATHER SHALL BE DEEMED
TO BE A COUNTEROFFER. Buyer's delivery of an acknowledgment and/or acceptance of these terms, or acceptance of the Goods,
whichever occurs first, shall also constitute Buyer's consent to the terms hereof. Any reference to Buyer's order or other
communication is for convenience only and not an incorporation of the terms thereof unless expressly stated.
2. Quotation
Prices, payment terms, and dates of delivery set forth in Seller's quotations are for informational purposes only, and shall
not be binding on Seller unless and until Seller has confirmed in writing its acceptance of an order placed by Buyer in accordance
with the quotation.
3. Terms of Payment
Unless otherwise agreed to in a signed writing, payment terms for all purchases of Goods are 1/2% 10 days/net 30 days of invoice
date. Unless otherwise agreed to in a signed writing, prices do not include any additional costs, including, but not limited to,
carriage and delivery costs, insurance, taxes, and costs associated with the importation/exportation of the Goods, all of which
additional costs are the sole responsibility and expense of Buyer. In the event that Buyer shall fail to pay any part of the
purchase price when due, Seller may, at its option, defer or cancel further shipments of the Goods and/or assess interest at a
rate of 1% per month. Payment of such interest does not relieve Buyer of its obligations hereunder. Collection of past due
accounts may be transferred to Seller's attorneys and all legal expenses/costs associated with collection of past due accounts
are payable by Buyer.
4. Security Interest
Unless and until the Goods are fully paid for, Buyer hereby grants Seller a security interest in the Goods to secure the unpaid
balance of the purchase price and all other obligations of Buyer to Seller however arising. Seller shall have the right to make
any filings to secure any such security interest.
5. Transportation and Delivery; Risk of Loss
Unless otherwise agreed to in a signed writing, the Goods shall be shipped F.O.B. Seller's plant. All risk of damage, loss or theft
shall be borne by Buyer, even if Seller expressly assumes any costs associated with the transportation and delivery of the Goods.
Seller may, at its election, deliver the Goods in one or more installments. While Seller will attempt to meet any delivery date agreed
to by the parties, it shall not be liable for delays in manufacture or delivery due to any event beyond Seller's or its subcontractors'
reasonable control, including, but not limited to: force majeure, fires, floods, riots, strikes, labor disputes, freight embargoes,
transportation delays, shortage of labor, inability to secure fuel, materials, supplies, equipment, or power on account of shortages
thereof, or governmental import, export or transit suspensions or restrictions. Delivery may be delayed if Buyer fails to timely
perform any of Buyer's obligations however arising or if Buyer fails to submit or later modifies information necessary for the delivery
of the Goods. Delay in delivery does not entitle Buyer to cancel any order for Goods or to claim damages directly or indirectly attributable
to such delay.
6. Changes
Buyer shall not be permitted to change any order for Goods without the prior written consent to such change by Seller, and which change,
if accepted by Seller, shall be governed by the terms and conditions specified by Seller. If Seller agrees to any change, Buyer shall be
responsible for any increase in price relating to the change of an order, including, but not limited to, costs incurred towards completion
of the original order.
7. Limited Warranty; Disclaimers; Limitation of Liability and Remedies
For a period of sixty (60) days from the date of shipment, Seller warrants that the Goods are free from defects in material and workmanship
and will conform to the applicable specifications and drawings. The foregoing warranty shall not apply in the event of misuse, neglect, damage
by Buyer or any third party, or improper incorporation of the Goods into other goods. Buyer shall inspect the goods promptly upon receipt.
All claims made in accordance with the terms of this warranty for alleged defects in the manufacture of the Goods, and any right of rejection or
revocation of acceptance of the Goods are waived if (a) Buyer fails to give Seller notice of any claim within the warranty period and immediately
after discovery of the claimed defect, or (b) Buyer has used the Goods or done any other act inconsistent with rejection or revocation of acceptance.
Seller must give written authorization before any Goods may be returned to Seller. BUYER'S SOLE AND EXCLUSIVE REMEDY PURSUANT TO
ANY CLAIM OF ANY KIND ARISING OUT OF OR CONNECTED WITH ANY ORDER FOR PURCHASE OF GOODS, INCLUDING, BUT NOT LIMITED TO A CLAIM IN CONTRACT,
WARRANTY, OR TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR STRICT LIABILITY), STATUTORY OR REGULATORY PROVISIONS, INDEMNITY, CONTRIBUTION,
OR OTHERWISE IS, AT SELLER'S OPTION, (i) THE REPAIR OR REPLACEMENT OF THE DEFECTIVE GOODS OR PORTIONS THEREOF, OR (ii) A REFUND OR CREDIT OF ALL
OR A PORTION OF THE PURCHASE PRICE; PROVIDED THAT BUYER RETURNS TO SELLER THE DEFECTIVE GOODS IN ACCORDANCE WITH SELLER'S INSTRUCTIONS. Buyer
further agrees that any accommodation to Buyer by Seller for any reason shall not be taken to establish any liability of Seller or any contract
term inconsistent herewith. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW
OR CUSTOM, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY
DISCLAIMED. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY KIND WHATSOEVER (INCLUDING
ATTORNEYS' FEES), ARISING OUT OF THE SALE OF GOODS TO BUYER OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, LOSSES OR DAMAGES ARISING OUT OF CLAIMS FOR
LOSS OF BUSINESS, GOODWILL, PROFITS, OR ARISING OUT OF THIRD PARTY ACTIONS, REGARDLESS OF WHETHER SUCH THIRD PARTY ACTIONS, OR OTHER CLAIMS, LOSSES,
OR DAMAGES, WERE REASONABLY FORESEEABLE TO BUYER OR SELLER, AND BUYER HEREBY WAIVES FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS ANY SUCH CLAIMS AGAINST
SELLER. All information, materials, and recommendations for use about the Goods are for informational purposes only, and do not constitute a warranty
of any kind by Seller. Buyer acknowledges and agrees that Buyer has independently determined the suitability of the Goods for Buyer's purposes, and
Buyer assumes all risk and liability resulting from the use or incorporation of the Goods into other goods and shall indemnify, defend, and hold Seller
harmless from all losses, expenses (including reasonable attorneys' fees and costs), damages, and claims resulting from the use or incorporation of the
Goods into other goods. The warranty set forth herein cannot be changed or modified, whether by course of dealing, custom, trade or otherwise, unless
agreed to in writing by Seller.
8. Governing Law; Jurisdiction
Any controversy arising out of or related to this document or the contract arising from this document shall be construed and governed by the laws of the
State of Ohio, regardless of principles of conflicts of law. Any action arising from or related to this contract shall be instituted and litigated in
any federal or state court located in Montgomery County, Ohio. The parties hereby irrevocably consent to the jurisdiction of the courts of Montgomery
County, Ohio.
9. Miscellaneous
This document sets forth the entire understanding and agreement of the parties in respect of the subject matter hereof. No provisions shall be waived,
changed, or rescinded except by a writing signed by the party to be charged. No failure to enforce, or waiver of any breach of, any provision of this
document shall constitute a waiver of any other provision or shall constitute an amendment or modification of this document or the contract arising
from this document. If any provision of this document shall be held to be unenforceable such holding shall not affect the enforceability of any other
provision of this document. No right or interest in the contract arising from this document may be assigned by Buyer. Any purported assignment or
delegation in violation of this provision shall be void. The provisions of this document otherwise shall bind and inure to the benefit of the parties
hereto and their respective heirs, executors, administrators, and permitted successors and assigns.
Last Updated: 25 July 2010 |
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