The parties agree there are no understandings, agreements, or representations, express or implied, not specified herein, respecting this offer or sale, and that this instrument contains the entire agreement between Seller and Buyer. No prior waiver,
All sales are expressly limited to, and the rights and liabilities of the parties shall be governed exclusively, y the terms and conditions herein. In the event any purchase order of offer from Buyer states terms additional to or different from those set forth herein, this document shall be deemed a notice of objection to such additional or different terms and a rejection thereof. Any
ACCEPTANCE OF ORDERS
Seller possesses the exclusive right to accept or refuse any and all orders. No bid, offer, or quotation shall be valid or binding upon Seller, and no order shall be accepted, and no sale shall be final, until such bid,
All prices are subject to change without notice and shall be adjusted
Delivery dates are estimates and not a guarantee of a particular day of delivery and are based on the prompt receipt of all necessary information from the Buyer. Seller shall not be liable for failure or delay in shipping goods hereunder if such failure or delay is due to an act of God, fire, flood, war, labor difficulties, accident, strikes, lockouts, civil disorders, governmental priorities or embargoes, inability or
TRANSPORTATION AND RISK OF LOSS
All shipments are freight collect unless eligible for a freight allowance expressly set forth in current price sheets or on the face hereof. Seller reserves the right
CANCELLATION OR MODIFICATION
Buyer may not cancel or modify any order, either in whole or in part, without Seller's prior written consent and then only upon payment to Seller for all applicable costs incurred by Seller, including, without limitation, costs of purchased materials, and a reasonable allowance for profit. Order changes or additions received after original order has been processed will be treated as a new order.
Any taxes which Seller may be required to pay or collect with respect to the sale, delivery or storage of the products, including taxes upon or measured by the receipts from the sales thereof, shall be for the account of Buyer who shall promptly pay the amount thereof to Seller upon demand, or in lieu thereof, furnish Seller with a tax exemption certificate acceptable to the taxing authorities.
WARRANTY AND DISCLAIMER
Seller warrants that its products shall be free from defects in material and workmanship under normal use and service for a period of 12 months from
FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER
LIMITATION OF LIABILITY
Buyer's exclusive remedy on any claim of any kind for any loss or damage arising out of, connected with, or resulting from this contract, or from the performance or breach thereof, or from the design, manufacture, sale, delivery, resale or repair or use of any products covered by or furnished under the contract, including but not limited to any claim for breach of warranty, negligence, strict liability or other sort, shall be the repair or replacement F.O.B. Seller's factory, as Seller may elect, of the product or part thereof giving rise to such claim, except that Seller's liability
RETURN OF MATERIAL
Seller's permission must be obtained in writing before any products are returned to it by Buyer. If products
STOPPAGE IN TRANSIT
If Seller determines that Buyer's credit position has changed materially, prior to or during shipment, or at any time before acceptance of the goods by Buyer, then Seller may stop delivery of goods
GOVERNING LAW AND
Any dealings or contract between the parties shall be governed by and construed in accordance with the law of the state of Michigan, excluding its choice of law provisions. Any controversy arising under or in any way related to the subject matter hereof shall be settled by arbitration by a single disinterested arbitrator in Grand Rapids, MI, U.S.A., in accordance with the commercial rules of the American Arbitration Association then obtaining. Each party shall bear its own costs and expenses, including attorneys fees. The fee for the arbitrator shall be shared equally by the parties.