1. ACCEPTANCE
The Seller accepts the Buyer’s order for the products described herein, subject to the Buyer’s acceptance of these terms and conditions. The Seller shall not be bound by any additional or different terms set forth by the Buyer in their purchase order. These terms shall remain in effect (i) following the delivery of the products, and (ii) in the event the Buyer and Seller enter into any additional security agreements concerning the products. In the event of a conflict between these terms and any such security agreement, the terms of the security agreement shall govern.
2. SHIPMENT
Unless otherwise agreed, all prices are for products packed for domestic shipment, with delivery F.O.B. factory or point of shipment. Shipping dates are estimates based on prompt receipt of all necessary information. Risk of loss transfers to the Buyer at the point of shipment. The Buyer is responsible for all transportation and delivery charges to the final destination.
3. PRICES
Prices listed in this agreement or the Buyer’s order are based on current costs and are subject to increase at any time prior to delivery to reflect any increased costs of the Seller. These prices do not include local preparation or delivery charges, which the Buyer will be required to pay upon receipt of an invoice from the Seller.
4. PAYMENT
Partial shipments may be made, with payment due in accordance with these terms. Finance charges will apply at the rates in effect at the time of delivery. The terms of this sale are subject to credit approval, and the Seller reserves the right to modify payment terms to ensure timely payment before the products are delivered.
5. TAXES
The taxes listed on this agreement are approximate. The Buyer is responsible for paying all taxes applicable to this transaction, excluding franchise taxes and taxes based on the Seller’s net income. If the Seller pays these taxes, the Buyer agrees to reimburse the Seller for such payments.
6. SECURITY INTEREST AND DEFAULT
The Seller retains a security interest in the products until the total selling price, including taxes, delivery, and other charges, is paid in full. The Buyer agrees to execute any additional security agreements required by the Seller. In the event of Buyer’s failure to accept delivery or breach of any terms, the Seller may retain any deposits or payments and apply them to its damages. If the products have already been delivered, the Seller may declare the full amount due and payable, and repossess the products. Repossession and disposition will be conducted in accordance with applicable laws.
7. WARRANTY
The Seller warrants that each product is free from defects in material and workmanship under normal use and maintenance. The warranty is limited to the repair, replacement, or credit for any part found defective within 90 days after delivery. This warranty excludes damages from misuse, overloading, neglect, accidents, or unauthorized repairs. The Seller’s liability is limited to repair, replacement, or credit, and does not cover consequential or special damages.
8. DELAYS
The Seller is not liable for delays in delivery or production resulting from causes beyond its reasonable control, including but not limited to government regulations, natural disasters, acts of civil or military authorities, transportation delays, or shortages of materials. Delays due to these factors will result in an extension of delivery times, and the Buyer waives all claims for damages.
9. CANCELLATION
The Buyer may cancel or modify an order only by mutual agreement, with reasonable cancellation charges accounting for expenses already incurred by the Seller. The Buyer will indemnify the Seller for any losses resulting from such cancellations or modifications.
10. ENTIRE AGREEMENT AND APPLICABLE LAW
This agreement, including these terms and any attached documents, constitutes the entire agreement between the Buyer and Seller and supersedes all prior communications. The rights and obligations of both parties will be governed by the laws of the state of Ohio. Any modifications to these terms must be in writing and approved by the Seller’s General Sales Manager. In case of conflict between the Buyer’s order and these terms, these terms shall prevail.
