Terms of Sale:
The purchase of any goods ("goods") sold by Tower Fasteners Co, Inc. ("Seller") shall be subject to and expressly limited by the terms and conditions contained herein. No changes to, waiver of or addition to any of these terms and conditions shall be effective unless agreed to in writing and signed by Seller. Buyer acknowledges and agrees that these terms and conditions supersede the terms and conditions of any purchase order or other documentation used by Buyer and any conflicting or additional terms are void and have no effect, but that Buyer may place orders by use of purchase orders and other documentation for its convenience purposes only. Notwithstanding, the foregoing, Seller reserves the right at any time to amend these terms and conditions, and Buyer shall be deemed to accept such amended terms and conditions by ordering products herein offered after the date of such amendment. Additional special terms and conditions of Seller may be applicable with respect to certain goods.
Prices and Payment Terms:
All prices are F.O.B. Holtsville, New York unless otherwise agreed to in writing by Seller. All pricing quotes are valid for thirty (30) days from the date quoted unless otherwise specified by Seller. Seller reserves the right to change the prices and specifications of its goods at any time, without notice, but will attempt (when and where possible) to provide advance notice. Payment terms are net thirty (30) days from date of invoice unless otherwise agreed to by Seller. Buyer's obligation to make payment of any invoices and all other amounts is absolute and unconditional and is not subject to any abatement, reduction, setoff, defense, counterclaim, interruption, deferment or recoupment for any reason whatsoever. Balances remaining unpaid at due date are subject to an interest charge of one and one half (1.5%) per cent per month until paid. A deposit may be required on all special orders. Seller reserves the right in its sole discretion to require prepayment from Buyer at any time and may refuse to sell or withhold further shipment until all overdue balances are made current. Buyer shall be liable for, and shall reimburse Seller for all costs and expenses it may incur in connection with collection of any amounts owed to Seller for enforcement of its rights, including, without limitation, reasonable attorney's fees and expenses, court costs, and costs of collection agencies.
Prices on goods are exclusive of all City, County, State and Federal excise taxes, including, without limitation, taxes on manufacture, sales, receipts, gross income, occupation, use and similar taxes. Wherever applicable, any tax or taxes will be added to the invoices as a separate charge to be paid by the Buyer.
Shipping and Handling Costs:
Freight is the responsibility of the Buyer unless otherwise stated by Seller in writing.
The method and route of shipment are at Seller’s discretion unless otherwise stated and agreed to by Seller in writing. All shipments are insured at the Buyer’s expense and made at Buyer's risk. Identification of the goods to the contract shall occur as each shipment is placed in the hands of the carrier. Deliveries shall be subject to, and contingent upon, strikes, labor difficulties, riot, civil unrest, war, fire, delay or defaults of common carriers, failure or curtailment in Seller's usual sources of supply, governmental decrees or orders, or, without limiting the foregoing, any other delays beyond Seller’s reasonable control, and Seller shall not be liable for any loss or damage arising therefrom. Seller shall have the additional right, in the event of the happening of any of the above contingencies, at its option, to cancel this contract or any part thereof without any resulting liability. Shipments made within 20 days after specified date of delivery shall constitute a good delivery. Any delivery not in dispute shall be paid for regardless of other controversies relating to other delivered or undelivered merchandise.
Seller warrants all merchandise delivered hereunder to be free from defect of material or workmanship. Seller shall replace or, at Seller’s option, repair any merchandise or parts thereof which are found defective in material or workmanship within one year from date of shipment and for which Seller receives written notice within the one year period. Seller’s obligation with respect to such products or parts shall be limited to replacement or repair F.O.B. Holtsville, New York, and in no event shall Seller be liable for consequential or special damages, or for transportation, adjustment, or other expenses which may arise in connection with such products or parts. THIS WARRANTY IS EXPRESSLY MADE IN LIEU OF ANY AND ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND BUYER HEREBY ACKNOWLEDGES THAT THE GOODS ARE SOLD "AS IS". ANY SUGGESTIONS OR RECOMMENDATIONS MADE BY SELLER CONCERNING USES OR APPLICATIONS OF THE PRODUCT ARE BELIEVED TO BE RELIABLE, BUT SELLER MAKES NO WARRANTY OR GUARANTEE OF RESULTS OBTAINED SINCE THE CONDITIONS OF THE USE AND APPLICATION BY BUYER AND OTHERS ARE BEYOND THE SELLER'S CONTROL.
Returns and Claims:
Any and all material which Buyer desires to return and which Seller agrees to take back will be accepted only with prior written authorization and must be in full compliance with Seller's return policy. Buyer shall pay all transportation costs, delivery charges and re-stocking charges of any goods, which may be accepted, for return. All returns are subject to a handling/restocking charge, except for goods shipped in error. Claims for damage, shortage or errors in shipping must be reported within ten (10) days following Buyer's receipt of the material. Any claims other than claims for damage, shortage or errors in shipping or defect in material or workmanship that the Buyer may have must be made within thirty (30) days after the order date. However, any use, installation or attempted installation of the goods constitutes unconditional acceptance of the goods and such goods will not be accepted for return.
Limitation On Remedies:
Seller shall not be liable for incidental or consequential losses, damages or expenses, directly or indirectly arising from the sale, handling or use of the goods, or from any other cause with respect to the goods or sale agreement, whether such claim is based upon breach of contract, breach of warranty, strict liability and tort, negligence or any other legal theory. Seller's liability hereunder in any case is expressly limited to the amount paid by Buyer to Seller.
Governing Law and Jurisdiction:
The provisions of the Uniform Commercial Code of the State of New York shall govern this Agreement. This Agreement shall be construed and enforced in accordance with the internal laws of the State of New York without regard to the principle of the conflict of laws. Any dispute arising in connection with this Agreement shall be adjudicated in a court of competent jurisdiction of the State of New York of the United States with venue in the County of Suffolk. The parties hereto consent to the inpersonam jurisdiction of such courts. The parties hereby waive trial by jury in any action or proceeding arising under this Agreement.
Seller shall not be liable for any failure or delay in manufacture or delivery resulting from any cause beyond the reasonable control of Seller, including by way of illustration and not by way of limitation, compliance by Seller with any government or military regulation, or from acts of God, fires, or other casualty or accident, strikes, lockouts factory shutdowns, alterations, embargoes, riots or other disorders, delays or shortages in transportation or inability to obtain sufficient quantities of fuel, power, labor, manufacture of materials or other supplies from the usual sources of Seller.
Seller's failure to insist upon the strict performance of any term or condition herein shall not be deemed a waiver of any of Seller's rights or remedies hereunder, nor of its right to insist upon the strict performance of the same or any other term herein or in the future. No waiver of any term or condition hereunder shall be valid unless in writing and signed by Seller.
This Agreement constitutes the entire final, complete and exclusive understanding and agreement between the Buyer and Seller regarding the subject matter and supersedes all prior representations, proposals or understandings. This Sale Agreement may not be amended, modified or supplemented except in writing as agreed to and signed by the parties.
All notices required to be given shall be in writing and delivered to the address set forth in this Sale Agreement. Any such notice shall be delivered by hand or by certified, first class mail, postage pre-paid, return receipt requested, and shall be deemed given upon the date hand delivered or three days after mailing.
The invalidity of any of the provisions of this Agreement shall not affect or impair the validity or enforceability of the remaining provisions of this Agreement.
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