1. AGREEMENT OF SALE - Any terms of Buyer's purchase order, or any response by Buyer to this acknowledgment which are inconsistent with any terms hereof and are not specifically accepted and are not binding upon Seller. Unless Buyer shall notify in writing to the contrary promptly after Buyer's receipt of this acknowledgment, acceptance of the terms and conditions hereof of Buyer shall be conclusively presumed. Seller's or Buyer's waiver of any breach or failure to enforce any of the terms and conditions of this contract shall not in any way affect, limit or waive such party's right at any time to enforce strict compliance with every condition hereof.
2. PRICE - Seller may, on 10 days' prior written notice to Buyer, increase the prices indicated on the reverse side hereof to the extent that Seller's cost of goods ordered hereunder but not yet shipped may be increased as a result of (a) any order, rules, regulations, guideline or codes issued or promulgated in pursuance of any existing or future federal, state, or municipal legislation; (b) any increase in the cost of such goods imposed upon Seller by the suppliers of such goods; (c) any controls, restrictions or charges imposed by governmental authority upon the sale of such goods; or (d) any increase in the cost of manufacturing goods specifically fabricated by Seller. Buyer may by written notice, delivered to the Seller prior to the effective date of any such price increase, cancel this Contract as it applies to any goods as to the price of which parties cannot agree. Unless the contract shall be so canceled, the increased price shall govern thereafter. Seller may, at its option, deliver the material in quantity herein specified from production points other than that shown, but shall not be obligated to do so, provided that such delivery shall be made at the Contract price.
3. TAXES - Price described on the reverse side hereof shall be subject to any additional charges to cover any existing or future sales, use, excise or similar taxes which Seller may be required to pay or collect with respect to the goods covered by the Contract. All such taxes shall be for the account of Buyer except as otherwise provided by law.
4. PAYMENTS - If credit has been extended to Buyer (a) payment in full of the invoice price of goods shall be made to Seller within 30 days of the applicable invoice date, and invoices not paid within such 30 day period shall bear, at Seller's option, interest at 1½% per month; and (b) Seller reserves the right to revoke such credit if Buyer fails timely to pay for any goods previously shipped or service rendered or provided, or, if in the judgement of the Seller, there has been a material adverse change in Buyer's financial condition. In either of such events, Seller may demand payment before further shipment of any goods or rendition of any services.
5. SHIPMENT - This is a shipment contract and the Buyer agrees to pay all transportation charges incurred in loading and shipment. If freight or other transportation costs are increased or if any additional charge or rental fee is required to be paid to manufacturer, then the Seller may add such charge or increase to the Contract price. If Seller has paid any such charges in advance, Buyer agrees to promptly reimburse Seller on demand. Title to and the risk of loss of goods shall pass to Buyer upon Seller's delivery to the shipping carrier whether or not Seller pays all or part of the freight in advance.
6. DELIVERIES - Seller shall not be responsible for failure to make delivery or delays of goods. Seller shall have the right to make delivery in installments, each of which shall be separately billed and paid for as billed without regard to subsequent deliveries. Each installment of goods deliverable in response to the Buyer's purchase order shall be deemed to be sold under a separate Contract. Failure to pay for any installment when due shall excuse Seller from making future deliveries. If Seller's consent to Buyer's reduction of ordered quantities or to cancellation of any open balance of goods on order, the unit price for goods already delivered and for any undelivered goods shall revert to the specified unit price for the goods actually delivered and accepted.
7. DEFECTIVE GOODS - Specifications for goods are listed on the Seller's proposal sheet and the products accompanying literature and all relate to a specific part. Buyer accepts the responsibility for determining the suitability of such specifications to its need and ordering by Manufacturer's part number. Any attempt by Seller's personnel to determine which Manufacturer's part number may be suitable for Buyer's purpose shall be done solely at Buyer's risk. The weights, tares, tests and designations so indicated on Seller's invoice shall govern unless proven to be incorrect. Buyer shall inspect the goods immediately following their arrival and shall, within 5 business days of such arrival, give written notice to Seller of any claim that the goods (including quantities thereof) do not conform to the terms of this Contract. If Buyer should fail to give such notice, the goods shipped shall be deemed conclusively to conform with the terms of this Contract and Buyer shall be bound to pay for the goods. Buyer expressly waives the right that it might have to revoke acceptance after such a 5 day period. Buyer assumes all risks and use of any goods, including the use of such goods alone or in conjunction with other substances or in the operation of any process, machinery or equipment. Seller makes no warranty that any of the goods are or will be merchantable or fit for a particular purpose. Neither buyer nor any future user of the goods are relying upon any representation or other assertion by seller with respect to the nature or quality of goods being sold pursuant hereto: no claim of any kind against seller, whether as to goods delivered or for non-delivery of goods in respect to which such claim is made the price paid for goods in respect which such claim made the satisfaction of seller to buyer with respect to the goods sold or services rendered whether based upon contract negligence or otherwise with respect to or arising out of the delivery and use of such goods, shall be greater in amount than the net invoice price paid for goods in respect to which such claim is made. The satisfaction of any such claims shall constitute fulfillment of any and all obligations of seller to buyer with respect to the goods sold or services rendered whether based upon contract, negligence or otherwise with respect to, or arising out of the delivery of such goods. If Buyer's timely inspections and notifications to Seller reveal any goods furnished by Seller are defective on account of faulty material or workmanship, Seller shall have the option of replacing such defective goods free of charge or returning to Buyer the net invoice price previously paid by Buyer for such defective goods.In no event shall seller be responsible for: (a) the cost of any work done by buyer on goods furnished hereunder (unless specifically authorized by seller), (b) any of buyer's costs or expenses in testing, inspecting or processing goods, any lost profits, injury to good will or any other special or consequential damages
8. CANCELLATION - Buyer may not cancel its order wholly or in part without Seller's prior consent, except as specified in paragraph 2 hereof. If Seller consents to such cancellation Buyer shall be liable for the full sales price of goods shipped prior to cancellation. As to goods shipped at the time of cancellation, Buyer shall pay (I) Seller reasonable profit plus Seller's cost of goods, which may not be returned to the supplier for full credit and (ii) all costs of packaging and shipment, plus handling charges of 20% of the purchase price of shipped goods which may be returned to Shipper for full credit.
9. ASSIGNMENT - Neither this Contract nor any right or obligation hereunder is assignable or transferable to Buyer in whole or in part without the prior written consent of Seller and any purported assignment shall be void.
10. CONSTRUCTION - This Contract is intended as the final expression of the parties agreement and is the complete and exclusive statement of the terms thereof. No Statement or agreements, oral or written, made prior to or at the signing hereof, shall vary or modify the written terms hereof; and neither party shall claim any amendment, modification or release from any provision hereof by reason of a course of action or mutual agreement unless such agreement is in writing signed by the other party and specifically stating it is an amendment to the Contract. No modification or additions to the Contract shall be affected by the acknowledgment or acceptance by the Seller of purchase orders, change orders releases, or other documents submitted by the Buyer containing other or different terms or conditions.
11. APPLICABLE LAW - This contract shall be construed and enforced in accordance with the laws of the State of North Carolina.
NOTES: STANDARD TERMS: Terms for your account are on the invoice beneath the “Terms” box heading. A finance charge of 1.5% per month or 18% per annum will be added to all items not paid in full by the due date. The finance charges will accrue from the invoice date until the date your payment is cleared. All accounts are payable in U.S. dollars to: USAT Corp. All shipments may be subject to a handling fee of 10% of the freight charges.