1. Prices on the front of the invoice do not include sales and use taxes or any other charges payable to or collected by government entities. Such taxes and charges when and wherever so applicable are in addition to the price noted on the front.
2. Claims or credits related to quantity, quality, condition, delivery, or loss of or damage to any goods sold hereunder will not be allowed for goods returned without seller’s express written authority.
3. Seller shall not be liable because of late or nondelivery due to strikes, fire, accidents, inability to procure raw materials, labor difficulties or other causes beyond seller’s control.
4. a. Any other contrary warranty not withstanding, seller warrants goods shipped to be of merchantable quality, and makes no other warranty, express or implies. No stipulation, agreement or understanding of the buyer shall be valid or enforceable unless accepted in writing by a duly authorized officer or seller.
b. All goods are manufactured under careful conditions and inspected before leaving the point of manufacturer. It is impossible to always detect imperfections; therefore, the only guarantee for which we are in any way liable, is to replace such goods as proved defective or to pay Buyer the selling price of goods returned with seller’s permission.
c. Seller is not responsible for any damages beyond the price of the goods returned. No damages or charges, either for labor expenses, or otherwise, suffered or incurred by the customer or those to whom the customer transferred the goods, in repairing or replacing defective goods or occasioned by them, will be allowed. Buyer assumes all risk and liability arising from unloading, storage, handling and use of the goods sold, including risks of damages resulting from the use of such goods alone or in combination with other substances.
d. Credit for goods replaced or returned is allowed at Seller’s option at the original sale price and with returning freight costs.
5. No order in process of production is subject to cancellation, delivery determent, or specification charge without seller’s written acceptance.
6. All goods are sold F.O.B. Seller’s plant freight prepaid unless otherwise specified.
7. Claims for damaged or short shipments will only be allowed as noted on freight bill and those claims meet other requirements above.
8. No claims will be allowed unless made within 30 days following receipt of goods.
9. All amounts due seller for goods and services purchased from seller are payable within the terms specified on the front of the invoice. If buyer is in default on this or any other contract with Seller, Seller may defer or cancel this or any shipment. Seller may at its own option decline to make shipments until Buyer’s credit has been reestablished to Seller’s satisfaction. In the event the account is turned over to an attorney or other agency for collection or suit, Buyer shall pay all reasonable attorneys’ fees and court cost incurred by Seller.
10. Seller shall have absolutely no responsibility for any representations, warranties, claims or statements made in the marketing of products manufactured by Seller for Buyer on a private label basis, and Buyer waives any claims, causes of action, defenses or other rights that Buyer may have in fact or by operation of law against Seller in connection with any representations, warranties, claims or statements made in the marketing of Buyer’s private label products, including, without limitation, any such representations, warranties, claims, or statements made to advertise, promote or market materials of any kind. Further, Buyer shall indemnify, hold harmless and reimburse the fee, expenses and costs of Seller in connection with any third-party claims against Seller in connection with such representations, warranties or claims. Such indemnification shall include, without limitation, indemnification against any enforcement actions brought by and federal, state or local government officials against Buyer in connection with the making of such representations, warranties or claims.
11. All terms shall be construed according to the laws of the State of Ohio effective on the date of this document.
12. See Invoice, sales contract, if any, and the Uniform Commercial Code as enacted by the state of Ohio for other duties and responsibilities of Buyer and Seller.
13. No sales representative of Seller has the authority to alter vary or waive any the foregoing standard conditions.
14. Quality: Tolerance of +/- 10% in specification shall be allowed.
15. Overrun/Under run tolerances: Quantity tolerance of +/- 10% for stock item & +/- 20% for custom item shall constitute fulfillment of all orders.