1. The sale and shipment of the chemicals, products or articles (hereinafter collectively called Goods) enumerated in this invoice, including the packaging of those Goods, are subject to the terms and conditions of the applicable contract used by Seller.
2. If no contract exists, the sale and shipment of the Goods enumerated in this invoice, including the packaging of those Goods, are subject to and expressly conditioned upon the Buyer’s assent to the terms and conditions contained herein, which shall constitute the contract covering such sale and shipment of said Goods and the entire understanding between the parties hereto. Seller shall deliver the Goods FOB to buyer’s facility, and title to and risk of loss of the Goods shall pass to the buyer upon delivery by the Seller. As such Buyer shall assume all responsibility for compliance with Federal, State and Local law related to the unloading and storage of the Goods purchased
2(a). The Buyer assumes the risks and the financial impact should the Hazard status of particular Goods purchased from Seller by Buyer be modified, by the regulating agency after the date of purchase (defined herein as the date of the purchase order or other record of order created by Seller).
3. Buyer shall be deemed to have assented in all respects to the terms hereof by acceptance of any Goods shipped.
4. Seller shall neither be bound by any additions or modifications to the terms set forth herein, nor deemed to have waived any provision hereof, unless it assents in writing to such addition, modification, or waiver.
5. The Seller reserves the right to revise the prices quoted. Changes will only be made to reflect price increases instituted by producers and incurred directly by Seller.
6. Immediately upon delivery, Buyer shall carefully inspect the products and shall accept conforming Goods or notify seller of any nonconforming goods within three (3) business days. Goods shall not be returned to Seller without Seller’s express permission. Further, returnable containers are the property of Seller. Buyer shall be liable to Seller for any damage, partial or total, to such containers which is caused by buyer or any third-party not authorized by Seller. Buyer must return each such container within 90 days in order to receive credit for such container. In no event shall returnable containers be sent back to Seller freight collect without Seller’s express written permission.
7. Any account due more than sixty (60) days may be charged interest in the amount of 1.5% per month, or the maximum rate allowed by law, whichever is less.
8. Buyer shall pay all costs of collection incurred by Seller, including, without limitation, reasonable attorney’s fees.
9. Seller makes NO WARRANTY OF MERCHANTABILITY and Seller makes NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. Seller’s recommendations or instructions regarding the use of the Goods shipped hereunder are based upon experience and information believed to be reliable. Such recommendations, instructions or information are NOT to be construed as creating any warranty, express or implied.
10. Damages on any claim, whether as to breach of any warranty for any Goods delivered, for non-delivery of Goods or otherwise, shall be limited to the price paid by Buyer for that portion of the Goods with respect to which such claim is made and any attendant transportation/delivery costs paid by Buyer to Seller.
11. Neither party shall be liable for any failure to make or accept any delivery (or portions thereof) arising out of compliance with any law, or other government action; or arising out of acts of God, fire, flood, explosion, strikes or other labor troubles, shortage or failure of supply of materials or equipment, interruption of or delay in transportation, or any other circumstances of the like or of a different nature beyond the reasonable control of the party so failing. Should a situation contemplated by this provision arise, at the option of either party, the total quantity to be delivered shall be reduced by the quantity not delivered on account of any such situation.
12. Seller’s weights shall govern, except in the case of proven error.
13. Any notice shall be sufficiently given when duly mailed, addressed to the Seller or to the Buyer at their respective addresses appearing on Seller’s acknowledgment of Buyer’s order, or to such other address for written notices that either party has designated and provided to the other party.
14. Seller represents that in the production of Goods covered herein, Seller has complied with all applicable Federal, State and Local laws.
