TERMS AND CONDITIONS AND WARRANTY INFORMATION
1.
Acceptance of Terms and Conditions.
Receipt of these
Terms and Conditions of Sale (“Terms and Conditions”)
shall operate as the acceptance by StoneAge, Inc. (“Seller”)
of the order submitted by the purchaser (“Buyer”). Such
acceptance is made expressly conditional on assent by
Buyer to these Terms and Conditions. Such assent shall
be deemed to have been given unless written notice of
objection to any of these Terms and Conditions (including
inconsistencies between Buyer’s purchase order and this
acceptance) is given by Buyer to Seller promptly on receipt
hereof.
Seller desires to provide Buyer with prompt and efficient
service. However, to individually negotiate the terms of each
sales contract would substantially impair Seller’s ability to
provide such service. Accordingly, the product(s) furnished
by Seller are sold only according to the terms and conditions
stated herein and with the terms and conditions stated in any
effective StoneAge Dealer Agreement or StoneAge Reseller
Agreement, if applicable. Notwithstanding any terms and
conditions on Buyer’s order, Seller’s performance of any
contract is expressly made conditional on Buyer’s agreement
to these Terms and Conditions unless otherwise specifically
agreed to in writing by Seller. In the absence of such
agreement, commencement of performance, shipment and/
or delivery shall be for Buyer’s convenience only and shall
not be deemed or construed to be an acceptance of Buyer’s
terms and conditions.
2.
Payment/Prices.
Unless other arrangements have been
made in writing between Seller and Buyer, payment for
the product(s) shall be made upon receipt of invoice. The
prices shown on the face hereof are those currently in effect.
Prices invoiced shall be per pricelist in effect at the time of
shipment. Prices are subject to increase for inclusion of any
and all taxes which are applicable and which arise from the
sale, delivery or use of the product(s), and the collection
of which Seller is or may be responsible to provide to any
governmental authority, unless acceptable exemption
certificates are provided by Buyer in accordance with
applicable law. Buyer shall pay all charges for transportation
and delivery and all excise, order, occupation, use or similar
taxes, duties, levies, charges or surcharges applicable to
the product(s) being purchased, whether now in effect or
hereafter imposed by any governmental authority, foreign or
domestic.
3.
Warranty.
SELLER MAKES NO WARRANTIES OR
REPRESENTATIONS AS TO THE PERFORMANCE OF ANY
PRODUCT EXCEPT AS SET FORTH IN THE STONEAGE
LIMITED WARRANTY PROVIDED WITH THE PRODUCT.
4.
Delivery.
Seller is not obligated to make delivery by a
specified date, but will always use its best efforts to make
delivery within the time requested. The proposed shipment
date is an estimate. Seller will notify Buyer promptly of any
material delay and will specify the revised delivery date
as soon as practicable. UNDER NO CIRCUMSTANCES
SHALL SELLER HAVE ANY LIABILITY WHATSOEVER FOR
LOSS OF USE OR FOR ANY DIRECT OR CONSEQUENTIAL
DAMAGES RESULTING FROM DELAY REGARDLESS OF THE
REASON(S).
All product(s) will be shipped F.O.B. point of origin, unless
specifically agreed otherwise, and Buyer shall pay all
shipping costs and insurance costs from that point. Seller, in
its sole discretion, will determine and arrange the means and
manner of transportation of the product(s). Buyer shall bear
all risk of loss commencing with the shipment or distribution
of the product(s) from Seller’s warehouse. Order shortages or
errors must be reported within fifteen (15) business days from
receipt of shipment to secure adjustment. No product(s) may
be returned without securing written approval from Seller.
5.
Modification.
These Terms and Conditions are intended by
Seller and Buyer to constitute a final, complete and exclusive
expression of agreement relating to the subject matter hereof
and cannot be supplemented or amended without Seller’s
prior written approval.
6.
Omission.
Seller’s waiver of any breach or Seller’s
failure to enforce any of these Terms and Conditions at any
time, shall not in any way affect, limit or waive Seller’s right
thereafter to enforce and compel strict compliance with
every term and condition hereof.
7.
Severability.
If any provision of these Terms and
Conditions is held to be invalid or unenforceable, such
invalidity or unenforceability shall not affect the validity or
enforceability of the other portions hereof.
8. Disputes.
Seller and Buyer shall attempt in good faith to
promptly resolve any dispute arising under these Terms and
Conditions by negotiations between representatives who
have authority to settle the controversy. If unsuccessful,
Seller and Buyer shall further attempt in good faith to settle
the dispute by nonbinding third-party mediation, with fees
and expenses of such mediation apportioned equally to each
side. Any dispute not so resolved by negotiation or mediation
may then be submitted to a court of competent jurisdiction in
accordance with the terms hereof. These procedures are the
exclusive procedures for the resolution of all such disputes
between the Seller and Buyer.
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