TERMS OF SALE: The terms of sale contained herein are intended by the parties to be a final expression of their agreement and are intended also as a complete and exclusive statement of the terms of same. Seller objects to the inclusion of any different or additional terms proposed by Buyer, and if any additional or different terms are included in a document delivered by Buyer in connection with the present transaction, it is hereby agreed that a sale will result only upon the terms as stated herein. No agent, employee or representative of the Seller has any authority to bind the Seller to any affirmation, representation or warranty concerning the goods sold under this agreement, and unless an affirmation, representation or warranty made by an agent, employee or representative is specifically included within this document, it has not formed or is part of the basis of this transaction and shall not be in any way be enforceable. This agreement can only be modified and changed through a written document executed by an officer of TRI-STATE HOSE & FITTING INC.
DELIVERY DATE: In connection with the estimated delivery date stated on invoice Seller shall not be able for any failure to deliver hereunder, where such failure has been occasioned by fire, embargo, strike, failure to secure materials from usual sources of supply, or any circumstances beyond the Sellers control not hereinabove enumerated, which shall prevent the Seller from making deliveries in the ordinary course of business. The Seller, however, is not relieved from making shipment or the Buyer from accepting delivery at the agreed price when the causes interfering with delivery shall have been removed in addition, sellers delivery date as shown on invoice, is only an estimated delivery date, and time is not the essence of Sellers performance, and therefore, Seller shall not be responsible for any claims or damages of any nature relating to the deliveries after said estimated delivery date nor shall Seller be deemed to have breached the present contract in the event of deliveries after said date.
RISK OF TRANSPORT: All deliveries are undertaken solely at Buyers risk. All risk of road transport, loading or unloading delay, demurrage, variation in freight rates, misrouting or incorrect application for rates are the liability of the Buyer. The Seller will in no way be liable for transport delays. Transport risks are only covered by insurance, on behalf of the Buyer at the express and written request of the Buyer and at his own expense.
TERMS OF PAYMENT: The sale price as shown on invoice is due immediately upon receipt of the goods by Buyer. Any amounts due hereunder not paid within 30 days of the date of shipment shall bear interest at the rate of 1.5% per month, or 18% per annum. In addition, Buyer shall be responsible and will pay the Seller all reasonable costs of collection of any sums due hereunder which remain unpaid, including reasonable Attorneys fees and court costs incurred by Seller in connection therewith.
CHANGES IN PRICES: All prices are subject to change without notice. In the event of a change in price, the prices applicable shall be those in effect on the date of acceptance of the order.
GOVERNING LAW: The making and performance of this contract is governed by the law of the State of Indiana. In addition any action brought to enforce any terms hereof shall only be brought within the State of Indiana and Purchaser hereby specifically consents to the jurisdiction of the courts of Indiana in connection with any such action.
TIME FOR BRINGING ACTION: Any action for breach of this contract must be commenced within two years after the cause of action has accrued.
EXCLUSION OF TAXES: Price quoted, unless specifically shown on invoice, exclude federal, state or local sales, use excise transportation occupational or similar taxes. Purchaser shall promptly reimburse Seller for any such tax advanced or paid by Seller with respect to such goods.
LIMITED WARRANTY: The goods sold hereunder are warranted to be free, at the time of shipment, from defects of material and workmanship subject to the following provisions: If any model or sample was shown Buyer, such model or sample was used merely to illustrate the general type and quality of the goods and not to represent that the goods would necessarily conform to the model or sample. Any claim on account of defective goods, short count or any other cause shall be deemed waived by Buyer, unless made in writing within 30 days of receipt of the goods to which such claim relates. Goods claimed to be defective may be returned to the Seller after inspection by the Seller and upon receipt of written instructions from the Seller. Goods so returned and found to have been defective at the time of shipment shall be replaced or repaired by the Seller without any charge, but the Seller shall not be liable for any loss of business, consequential damages of ay other expense, loss, damage or injury to person or property incurred by Purchaser or any other entity or person, whether directly or indirectly, arising out of the goods sold hereunder. In the event a written claim is not made to Seller within the aforesaid 30 days, it is hereby, agreed that Buyer will thereafter be deemed to have made an irrevocable acceptance of the goods and an admission that they fully comply with all terms, conditions and specifications of this contract. The limited warranty given herein expires 30 days after acceptances of the goods by Buyer, and does not extend to any one other than the Buyer shown on the invoice. SELLERS LIABILITY HEREUNDER IS EXPRESSLY LIMITED TO THE REPLACEMENT OR REPAIR OF DEFECTIVE GOODS RETURNED TO IT IN THE MANNER PROVIDED ABOVE THE FOREGOING WARRANTY SHALL BE IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED INCLUDING BUT NO LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WHICH HEREBY EXPRESSLY DISCLAIMED.
RETURN OF GOODS: Return of goods, in all cases other than those covered by the provision of the paragraph entitled Limited Warranty will not be accepted by Seller unless previously authorized by Seller in writing and where this authorization is given a handling charge in the amount of (a) 20% of the price of the goods plus (b) freight costs must be paid by the Purchaser. In addition, unless returned under the provisions of the paragraph entitled Limited Warranty both parts which are non-stock items and ordered specifically for Purchaser, and also hose assembled components are not returnable under any circumstances.
THIRD PARTY TRANSFER: It is expressly agreed that the waiver of any consequential damages of any nature provided above shall apply to any claims brought by third parties to whom the goods have been transferred and Purchaser expressly agrees to hold harmless and indemnify Seller from any and all such claims of any nature, including costs of defense, specifically including but not limited to claims based upon allegations of Sellers own negligence.