Midvale Industries Terms and Conditions
Seller does not accept any terms and conditions other than those contained in any existing written contract between Buyer and Seller covering materials described herein (hereinafter referred to as ‘material’). Seller hereby offers to sell to Buyer such material only upon the following terms, which terms shall apply to all sales except insofar as such terms are inconsistent with those in an existing written contract.
- In addition to the purchase price, Buyer shall pay Seller the amount of all governmental taxes, excises and/or other charges (except taxes on or measured by net income) that Seller may be required to pay with respect to the production sale or transportation of material delivered hereunder, except where the law otherwise provides.
- Seller may place vertical metal straps or bands around palletized material delivered hereunder. Seller does not represent that said metal straps or bands will support the weight of such palletized materials and specifically recommends that Buyer refrain from lifting, hosting or otherwise handling any such palletized materials by said straps or bands. Buyer hereby specifically assumes all responsibility for loss or damage to property or injury to persons (including death resulting therefrom) arising out of Buyer’s use of said straps or bans to lift, hoist, or otherwise support the weight of such palletized material.
- There are no express warranties by Seller other than those specified by manufacturer of the material. No warranties by Seller, other than a warranty of title as provided by the uniform commercial code shall be implied or otherwise created under the uniform commercial code.
- Buyer’s receipt of material delivered hereunder shall be unqualified acceptance of, and a waiver by Buyer of any and all claims including, but not limited to, claims arising under the express warranties specified in Paragraph 3 with respect to such material unless buyer gives seller written notice of claim within thirty (30) days after such receipt. No claim of any kind with respect to material, whether for material delivered or for non-delivery of material, and whether or not based on negligence or warranty shall be greater in amount than the purchase price of the material in respect of which such claims is made. In no event shall Seller be liable for special, indirect or consequential damages, whether or not caused by or resulting from the negligence or breach of warranty of Seller.
- In the event Buyer fails to fulfill Seller’s terms of payment for the materials or in case Seller shall have any doubt at any time as to Buyer’s financial responsibility, the seller may decline to make further deliveries of material except 8upon receipt of cash or satisfactory security.
- No Party shall be liable for any default or delay in performance of any obligation under this Agreement caused by any of the following: Act of God, war, riot, fire, explosion, accident, flood, sabotage, epidemic, pandemic, compliance with governmental requests, laws, regulations, orders or actions, national defense requirements or any other event beyond the reasonable control of such party, or labor trouble, strike, lockout or injunction (provided that no party shall be required to settle a labor dispute against its own best judgment). This excuse from performance shall apply if the above-referenced cause applies to the Party invoking the clause or to a non-party to this Agreement upon whom the invoking Party must rely in order to perform an obligation under this Agreement. The Party invoking this Force Majeure clause shall notify the other Party immediately by verbal communication and in writing of the nature and extent of the contingency within five (5) business days after its occurrence or discovery of its occurrence, and shall take reasonable measures to mitigate any impact of the event that triggered the invoking of this Force Majeure clause. out of Buyer’s use of said straps or bans to lift, hoist, or otherwise support the weight of such palletized material.
- Unless otherwise specified by Seller herein, Seller’s prices in effect at time of shipment will govern and payment shall be made within thirty (30) days from date of Seller’s invoice. Interest shall accrue at the rate of eighteen percent (18%) per annum on all balance unpaid after the close of the aforesaid thirty (30) day period.
- Unless otherwise specified by Seller herein, delivery shall be made F.O.B. Manufacturer’s plants or Seller’s warehouses and title and risk of loss of material so delivered shall thereupon pass to Buyer.
- The validity, interpretation and performance of the terms hereof with respect to any material delivered (0r to be delivered) hereunder shall be governed by the laws of the State of Missouri.
- No modification or waiver of the terms hereof shall be binding upon Seller unless approved in writing by a duly authorized representative of Seller, or shall be affected by the acknowledgement of acceptance of purchase order forms containing other or different terms whether or not signed by an authorized representative of Seller.
- It is expressly understood that any technical advice furnished by Seller with reference to the use of material is given gratis and seller assumes no obligation of liability for the advice given or results obtained, all such advice being given and accepted at Buyer’s risk.
- Upon failure of Buyer to promptly make payment when due, Seller shall be entitled to rescind the contract, recover the material or any part thereof and retain all payments received. Seller may demand payment of the entire unpaid balance of the purchase price and upon failure of Buyer to pay same, recover such sum plus Seller’s costs and a reasonable attorney’s fee in an action at law.