TERMS AND CONDITIONS OF SALE
AGREEMENT: These Terms and Conditions, together with any additional terms or conditions set forth in the contract, acknowledgment or other document to which these Terms and Conditions are attached or are incorporated by reference, and any other documents attached to or incorporated therein by reference (collectively, this “Agreement”) exclusively govern the sale by Blissfield Manufacturing Company (“Seller”) to the buyer-party identified in this Agreement (“Buyer”) of the goods identified in this Agreement (“Products”). This Agreement contains the final, complete and exclusive statement of the terms of the agreement between Buyer and Seller relative to the purchase and sale of Products and expressly supersedes and excludes the application of Buyer’s general terms of purchase as well as any purchase orders, documents, representations, or agreements, whether in writing or oral, issued by Buyer in relation to the Products, unless specifically agreed to in writing by Seller. Any proposal for additional or different terms or any attempt by Buyer to vary this Agreement in any degree is rejected and such additional and/or different terms will not become a part of any agreement between the parties related to the Products.
MODIFICATION: None of the terms, provisions or conditions of this Agreement may be modified, altered or added to except by written instrument signed by a duly authorized representative of Seller. Any agreed upon change will be subject to an equitable adjustment in the purchase price and/or time for performance.
PRICE: Prices for Products will be as agreed by Seller in a signed writing or, if not agreed, the price set out in Seller’s price list as of the date of this Agreement. Seller may adjust prices for Products at any time to reflect Seller’s prices in effect at the time of shipment to Buyer.
PAYMENT: Seller may at any time require payment in advance or satisfactory security or guaranty that invoices will be promptly paid when due. If Buyer fails to comply with any terms of payment or requirements to secure payment, Seller reserves the right to withhold deliveries or terminate this Agreement, and any unpaid amount shall thereupon become immediately due. Subject to the foregoing, all Seller invoices shall be paid by Buyer within 30 days from Buyer’s receipt of the relevant Products or as otherwise agreed by Seller in a signed writing. Buyer will not be entitled to any discount for early payment. Buyer acknowledges that it will have no right, under this Agreement, any order, any other agreement, document or law, to offset, recoup or debit any amounts owed (or to become due and owing) to Seller or its affiliates, whether under this Agreement or otherwise, against any other amount owed (or to become due and owing) to it by Seller or Seller’s affiliates.
EXCUSABLE DELAYS: Seller shall not be held liable, or deemed in default, for any failure or delay in fulfilling or performing any of its obligations under this Agreement (including failure to deliver Products) if such failure or delay is caused by, or results from, acts beyond Seller’s reasonable control, including fire, flood, drought, acts of nature, war, hostilities, terrorist threats or acts, riot or other civil unrest, strikes, lockouts, slowdowns or other labor unrest, delay in transportation, shortage of power, unavailability of raw materials, embargo, government action, earthquake, explosion, national or regional emergency, or by acts or omissions of Buyer, including Buyer’s failure to promptly comply with the terms of payment (collectively, the “Excusable Delays”). At Seller’s option, either (i) the date of delivery shall be extended for a period equal to the time lost by reason of any Excusable Delay, or (ii) any quantity of Products affected by an Excusable Delay shall be deducted from the total quantity sold to Buyer. Seller, during any period of shortage due to an Excusable Delay, may allocate its available supply of Products among itself and its customers on whatever basis it deems desirable.
SHIPPING WEIGHTS: Seller shall not be responsible for the accuracy of shipping weights, if any, listed on any document provided by Seller to Buyer. Such weights are given only for the purpose of enabling Buyer to estimate transportation cost.
TAXES: To the extent legally permissible, all present and future taxes or duties imposed by any federal, state, foreign or local authority, including sales, use, manufacturer’s, excise, value-added and/or similar taxes, which Seller may be required to pay or collect upon or with reference to the sale, purchase, transportation, delivery, storage, use or consumption of Products (except income taxes) shall be added to the purchase price of such Products and shall be paid by Buyer to Seller promptly (but in no event exceeding 10 days) after Seller’s receipt of an invoice from Buyer for such amounts
DELIVERY AND SHIPMENT: Delivery dates are approximate. Seller will deliver Products EXW Buyer’s carrier at Seller’s facility (Incoterms 2010), and all risk of loss and damage with respect to Products will pass to Buyer upon tender. Seller shall retain a purchase-money security interest in Products as security for Buyer’s performance until payment in full is received.
ACCEPTANCE OF PRODUCTS; INSPECTION: Buyer will inspect Products immediately upon receipt. Unless Buyer provides Seller with written notice of any claim for shortage or defects in Products within ten days after receipt, such Products will be deemed fully and finally inspected, checked and accepted by Buyer, and any such claims for shortage or defect will be waived by Buyer. Any written objection and/or rejection must state with specificity all defects and non-conformities upon which Buyer will rely to support its rejection of the Products. All defects and non-conformities that are not so specified will be waived by Buyer. No attempted revocation of acceptance will be effective, and Buyer will be limited to any available remedies under the warranty set forth in the following Section 11.