UPDATED 6/19/2025
may cancel all further deliveries and any amounts unpaid hereunder shall immediately become due and payable. These rights are in addition to any and all other rights Seller has under the Agreement, at law, or in equity, relating to Buyer’s default in the performance of its obligations under the Agreement. 7. DELIVERY AND SHIPMENT. Seller will make every effort to meet specified delivery dates, but shall incur no penalty or liability for failure to do so. Delivery of Goods to a carrier at Seller’s plant or other loading point shall constitute delivery of the Goods to Buyer, and Buyer shall bear the risk of loss, damage or shortage occurring during transit. Buyer shall report to the carrier all claims for loss, damage or shortage occurring during transit, and file all claims related thereto. 8. STORAGE. If Goods are not shipped within fifteen (15) days after notification to Buyer that the Goods are ready for shipping, for any reason beyond Seller’s reasonable control, including, but not limited to, Buyer’s failure to give shipping instructions, Seller may store such goods at Buyer’s ri sk in a warehouse or yard or upon Seller’s premises, and Buyer shall pay all handling, transportation and storage charges at the prevailing commercial rates upon submission of invoices therefor. 9. TITLE. Title to the Goods shall pass from Seller to Buyer F.O.B. Seller’s shipping dock . Regardless of any other interest which it may have, Seller shall retain a security interest in the Goods until payment in full has been received. The Goods shall remain personal property regardless of degree or manner of attachment to realty until payment in full has been received by Seller. 10. LIMITED WARRANTY. Seller warrants that the Goods furnished to Buyer will be free from defects in material and workmanship for a period of one (1) year after the date of either Seller’s Order Confirmation or invoice, whichever date is the first to occur. THE WARRANTY SET FORTH IN THE PRECEDING SENTENCE IS SELLER’S SOLE AND EXCLUSIVE WARRANTY AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, AND SELLER EXPRESSLY DISCLAIMS AND EXCLUDES ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. THE WARRANTY SET FORTH HEREIN IS CONDITIONED UPON (i) PROPER INSTALLATION AND MAINTENANCE OF THE GOODS, (ii) THE GOODS NOT BEING SUBJECT TO CONDITIONS BEYOND DESIGN LIMITS, (iii) THE GOODS IN ALL RESPECTS HAVING BEEN MAINTAINED AND INSTALLED IN A NORMAL AND PROPER MANNER, AND (iv) THE GOODS NOT HAVING BEEN SUBJECTED TO ALTERATION, ABUSE, HEAVY OPERATION, OR MISUSE. FOR THE AVOIDANCE OF DOUBT, IF ANY OF THE ITEMS IN (i) - (iv) ABOVE SHALL OCCUR, SELLER’S LIMITED WARRANTY IS VOIDED.
respect to which any warranty claim is made. Seller shall be given a reasonable opportunity to inspect any alleged defects in the Goods before any corrective work is undertaken by Seller. Buyer’s sole remedy and Seller’s sole obligation with respect to Seller’s limited warranty under the Agreement is expressly and exclusively limited to repairing or, at Seller’s option, replacing free of charge at Seller’s fabricating plant any G oods proven defective under normal use and service. THE REMEDY PROVIDED ABOVE IS BUYER’S SOLE AND EXCLUSIVE REMEDY FOR SELLER’S BREACH OF ITS LIMITED WARRANTY OBLIGATIONS HEREUNDER. B. Limitation of Liability. IN THE EVENT OF A BREACH OF SELLER’S LIMITED WARRANTY, SELLER SHALL NOT BE LIABLE FOR AND EXPRESSLY DISCLAIMS ANY LIABILITIES OR OBLIGATIONS OTHER THAN THE OBLIGATION OF REPAIR OR REPLACEMENT. IN THE EVENT OF ANY OTHER BREACH OF THE AGREEMENT BY SELLER, SELLER’S MAXIMUM LIABILITY SHALL IN NO EVENT EXCEED THE PURCHASE PRICE PAID TO SELLER FOR THE AFFECTED GOODS PURCHASED BY BUYER. NOTWITHSTANDING ANY OTHER PROVISION IN THE AGREEMENT, (i) SELLER SHALL NOT BE LIABLE FOR, AND EXPRESSLY DISCLAIMS ANY LIABILITIES OR OBLIGATIONS WHATSOEVER ARISING UNDER, ANY TORT CLAIMS (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER THEORIES OF LIABILITY WITH RESPECT TO GOODS SOLD BY SELLER HEREUNDER, and (ii) SELLER SHALL NOT BE LIABLE FOR, AND EXPRESSLY DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR, ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONTINGENT DAMAGES OF ANY NATURE WHATSOEVER, EVEN IF SELLER ADVISED BY BUYER OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER FURTHER EXPRESSLY DISCLAIMS ANY LIABILITY FOR (i) PROPERTY OR PERSONAL INJURY DAMAGES, (ii) DAMAGES FOR LOSS OF PROFITS OR REVENUES, OR LOSS OF USE OF GOODS OR ANY ASSOCIATED EQUIPMENT, (iii) COST OF REPLACEMENT POWER, (iv) DAMAGES FOR INCREASES IN CONSTRUCTION COSTS, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES , DOWN-TIME, SHUT-DOWN, OR SLOW-DOWN COSTS, OR FOR ANY OTHER TYPES OF ECONOMIC LOSS, OR (v) CLAIMS OF BUYER’S CUSTOMERS OR ANY THIRD PARTY FOR ANY SUCH DAMAGES. 12. CHANGES. Seller reserves the right to make changes or adjustments, including cancellations, in specifications and drawings, shipping instructions, quantities of Goods, and delivery schedules. If any such change or adjustment causes an increase or decrease in cost of Goods to be delivered under, or time required for performance of, the Agreement, then Seller shall make an equitable adjustment in the price
11. LIMITATION OF REMEDIES AND LIABILITY.
A. Remedies. No claim for any breach of warranty herein will be considered unless delivered in writing to the Seller within one-hundred-eighty (180) days after the date of delivery of the first shipment of Goods with
2 | STANDARD TERMS AND CONDITIONS OF SALE
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