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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.
TERMS AND CONDITIONS AND WARRANTY INFORMATION
