Agreement: The conditions contained in this acknowledgement constitute the entire agreement between Buyer and Seller, and acceptance of the products sold hereunder shall constitute assent to these conditions. Buyer shall be liable for any suspension or cancellation by Buyer of this order and shall indemnify Seller for all losses and or damages arising from any suspension or cancellation.
Price: Unless otherwise established, all prices hereunder will be as entered by Seller at time of acknowledgment of the order.
Quantity: A permissible variation of not more than 10% Plus/Minus shall be allowed for total quantity released at one time unless otherwise specified.
Interest: Interest on any and all overdue payments shall accrue and be payable at a rate equal to the lesser of (a) the highest rate permitted by law or (b) one and one-half percent per month, or annual rate of 18%.
Disclaimer/Warranty: Seller shall not be liable for any non-performance of orders or contracts in whole or in part if such non-performance is for good cause, including, but not limited to machinery failures, fires, strikes, differences with employees, utility, facility, material or labor shortages, casualties, delays in transportation priorities, restrictions, or any condition beyond control of Seller, and liability for delays shall not be created or established by any other terms of this or any other order or contract between Seller and Buyer. In event of delay in the performance of Seller due to any reasonable cause, Seller shall not be liable for indirect, special, incidental, or consequential damages or penalties of any kind of form, where classified as such or effectively being the same, arising from any delay(s) or shipment(s) under cancellation of this order. SELLER WARRANTS TITLE TO THE PRODUCTS FURNISHED HEREUNDER AND ALSO WARRANTS SAID PRODUCTS TO PRODUCTS TO BE PRODUCED AND TESTED IN ACCORDANCE WITH THE SPECIFICATIONS SET FORTH ON THE FACE HEREOF AND, IN THE ABSENCE OF APPLICABLE SPECIFICATIONS, THE STANDARD COMMERCIAL TOLERANCE; HOWEVER NEITHER A WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE NOR ANY OTHER REPRESENTATION OR WARRANT, WHETHER EXPRESS OR IMPLIED, IS MADE RESPECTING SAID PRODUCTS OR PRODUCTION THEREOF.
Transportation: All prices are FOB Shipping point, whether or not freight prepaid to destination, and Seller is not responsible for material lost due to damage in transit.
Taxes: All taxes which Seller may be required to pay or collect with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any of the material covered hereby shall be for the account of the Buyer, and Buyer shall promptly pay the amount hereof to the Seller.
Default: In the event Buyer defaults in any obligation of this order, in addition to all other remedies, Seller shall be entitled to obtain all its costs, including legal fees and other expenses.
Claims: If any of the materials purchased hereunder are defective Seller’s sole obligation is to either replace such material or to allow credit for their return. If materials appear to be defective, Buyer should discontinue their use (not to exceed 7%) and notify Seller immediately so the Seller may investigate. Complaints for errors, deficiencies, or imperfections will not be the responsibility of Seller unless received within forty-five (45) days from the receipt of the material in question. In no event shall seller be liable for cost/processing, lost profits, injury to goodwill, or any other special incidental or consequential damages.
Indemnity: Buyer shall exculpate, defend, indemnify and hold harmless Seller and its affiliates from all losses, claims, damages, or liabilities, joint or several, resulting either directly or indirectly from acts and/or omission of Buyer, Seller, and/or third parties, including Seller’s employees, agents, invitees, and affiliates, whether negligent or otherwise and including those resulting from the sole negligence of Seller, its employees, agents, invitees, and affiliated, which losses, claims, damages, or liabilities would not have arisen except for the relationship created by this order between Buyer and Seller and/or omissions for which the Buyer is responsible hereunder.
Security of Interest: As security of Buyers obligation to Seller to pay for the merchandise purchased hereunder, Buyer grants Seller a purchase money security interest on the goods shipped hereunder and authorized Seller to take any and all steps to perfect or otherwise protect or maintain such security interest. All orders or contracts, regardless of place and execution or acceptance, shall be construed according to the laws of the Commonwealth of Pennsylvania.