Terms and Conditions of Sale
Terms of Payment. All invoices are net 30 days from date of incoicinging to postmark date of payment. Past due invoices are subject to a monthly service charge, at the maximum rate from time to time permitted by law. Seller may require full or partial payment in advance, if, in the judgment of the Seller, the financial conditions of the Buyer at the time prior to shipment so warrants. If scheduled shipments are delayed by the Buyer, payments shall become due at the time the Seller is prepared to make such original shipments. In the event of failure of the Buyer to make payment for any installment of goods when due, the Seller may require that subsequent deliveries be paid for in cash upon delivery. Material held for the Buyer shall be at the risk and expense of the Buyer.
Shipment. Shipments are f.o.b. Point of shipment. Seller may, at its option, ship all of the goods covered hereby at one time or in portions from time to time. Seller will attempt to ship goods for delivery on or about the time stated on the reverse side hereof, although time shall not be an essence in this contract. Seller will follow Buyer’s written instructions as to mode and routing of shipments. In absence of such instructions, Seller shall have absolute discretion as to mode and routing of shipments. Unless otherwise specifically provided, shipment will be scheduled after acceptance of an order in conformance with the Buyer’s requirements, as far as possible, but subject to priority and scheduling regulations, changes in production schedules, export or other license requirements, and governmental allocations and directives. The Seller shall not be liable for any failure to make delivery or other default by reason of any occurrence of contingency beyond the reasonable control of the Seller or any of its sources of supply. In the event of any such occurrence or contingency, the Seller may extend delivery schedules or may, at its option, cancel the order in whole or in part without liability other than to return any deposit or prepayment, should the whole order be canceled.
EXCLUSION OF WARRANTIES. SELLER MAKES NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. THERE IS NO WARRANTY OF MERCHANTABILITY, EXPRESS OR IMPLIED, MADE BY SELLER WITH RESPECT TO THE GOODS COVERED HEREBY.
Remedies – Incidental and Consequential Damages. Seller and Buyer shall have all the remedies afforded each by the Uniform Commercial Code, except that in the event of breach or repudiation by Seller, the Buyer shall not be entitled to recover any incidental damage or consequential damages as those terms are defined in the Uniform Commercial Code, although injuries shall be recovered to the extent that goods are consumer goods.
Acceptance and Notification of Breach. Any goods covered hereby shall be fully inspected by Buyer within five days after they are delivered to Buyer. It is hereby agreed that such period constitutes a reasonable opportunity for Buyer to inspect the goods, and that any breach by Seller with respect to such periods should be discovered by Buyer within such period. Failure of Buyer to notify Seller of any such breach within five days after it is discovered or within ten days after such goods are delivered to Buyer, whichever is earlier, shall bar Buyer from any remedy with respect to any such breach unless the goods are held by Buyer for Seller’s inspection. Shortage claims must be accompanied by sworn affidavit.
Statute of Limitations. No suit may be brought by Buyer for any breach by Seller or any other claim arising out of this contract after one (1) year from date of delivery of the goods covered hereby.
Governing Law, Venue, Service of Process. This contract shall be deemed to have been made in Kent County, State of Michigan, and any action arising out of it shall be governed by the laws of the State of Michigan, and whenever the term “Uniform Commercial Code” is used herein it shall be construed as meaning the Uniform Commercial Code as adopted in the State of Michigan. Any action arising out of this contract may be brought in the courts for the 61st District Court and 17th Circuit, State of Michigan, or in the United States District for the Western District of Michigan. Buyer consents that such courts shall have personal jurisdiction over Buyer with respect to any such action and that the mailing of any process to Buyer’s last known address by registered mail shall constitute lawful and valid service of process.
Final and Exclusive Agreement, Modification, Cancellation, and Waiver. The terms contained herein are intended by Buyer and Seller as a final expression and as a complete and exclusive statement of the terms of this agreement. This agreement may not be modified, rescinded, or canceled except by writing signed by Seller, and, cancellation or rescission shall be upon terms and conditions indemnifying Seller against all losses caused thereby. No waiver by Seller of any breach by Buyer shall be effective unless in writing signed by Seller, and no waiver by Seller of any breach by Buyer shall be deemed a waiver of any subsequent breach.
Correction. Stenographic and clerical errors are subject to correction.
Title and Risk of Loss. Title to the goods covered hereby shall remain in the Seller and Buyer shall acquire no special property in the goods, until the Seller has received full payment therefore. Buyer hereby grants Seller security interest in such goods, securing Buyer’s obligation of payment therefore. Risk of loss of the goods shall pass to Buyer at the time of delivery of the goods to the carrier for shipment. Buyer shall have all responsibility for and expenses of preparing and filing claims against the carrier for loss or damage to goods in transit.
Prices. The prices to be paid by Buyer shall be quoted on the reverse side hereof, except that such prices are subject to change without notice in the vent of an increase in Seller’s cost.
Taxes. Buyer shall pay all privilege, occupation, personal property, sales, excise, use and other taxes applicable to sale, purchase, storage, erection, use, or ownership of the goods covered hereby, regardless of whether such taxes are invoiced by Seller.
Acceptance. If Buyer’s Purchase Order or other form of offer contains terms additional to or different from the terms and conditions contained herein, then Seller’s acceptance of Buyer’s order is hereby expressly conditioned upon Buyer’s assent of all or part of the goods covered hereby or Buyer’s payment therefore shall constitute such assent.
Attorney’s Fees. In the event Seller must file suit to enforce its rights hereunder, Buyer shall pay to Seller reasonable attorney’s fees and Court costs which may be incurred by Seller in enforcing, or attempting to enforce, any of its rights under this State.