Buffalo Matting and Rubber

STANDARD TERMS OF SALE

1. TERMS AND CONDITIONS OF SALE: THIS ORDER SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, NOTWITHSTANDING ANY TERMS AND CONDITIONS THAT MAY BE CONTAINED IN ANY ORDER ACKNOWLEDGEMENT OR OTHER FORM OF BUYER. SUCH TERMS AND CONDITIONS OF BUYER SHALL NOT BIND SELLER UNLESS ACCEPTED BY SELLER IN WRITING, REGARDLESS OF WHETHER OR NOT THEY MATERIALLY ALTER THIS ORDER.
   
   
2. PAYMENT AND PRICES: TERMS ARE NET 30 DAYS SUBJECT TO CREDIT APPROVAL AT TIME OF SHIPMENT. PAYMENT SHALL NOT PREJUDICE CLAIMS ON ACCOUNT OF OMISSIONS OR SHORTAGES IN SHIPMENT BUT NO SUCH CLAIM WILL BE ALLOWED UNLESS MADE WITHIN 5 DAYS AFTER RECEIPT BY BUYER. THE PRICE OF ANY ARTICLE SCHEDULED FOR SHIPMENT ON A DATE BEYOND A PERIOD OF 30 DAYS FROM THE DATE OF SELLER QUOTATION ON ORDER IS SUBJECT TO INCREASE BY SELLER UNLESS OTHERWISE AGREED TO IN WRITING. PRICES ARE F.O.B. BROOKLYN, NY UNLESS SELLER OTHERWISE SPECIFIES ADDITIONAL SERVICES ARE SUBJECT TO CHARGE AT SELLER’S STANDARD RATES. PRICES INCLUDE ORDINARY PACKING ONLY. EXPORT PACKING AND DELIVERY TO PIER OR AIRPORT WILL BE QUOTED SEPARATELY UPON REQUEST.
   
   
3. DELIVERY: SELLER SHALL NOT BE LIABLE FOR ANY DELAYS IN OR FAILURE OF DELIVERY DUE TO ACTS OF GOD OR PUBLIC AUTHORITY, LABOR DISTURBANCES, ACCIDENTS, FIRES, FLOODS, EXTREME WEATHER CONDITIONS, FAILURE OF AND/OR DELAYS BY CARRIERS, SHORTAGES OF MATERIAL, DELAYS OF SUPPLIER OR ANY OTHER CAUSE BEYOND SELLER’S CONTROL. IN NO EVENT, SHALL SELLER BE LIABLE FOR CONSEQUENTIAL INCIDENTAL OR SPECIAL DAMAGES ARISING OUT OF A DELAY IN OR FAILURE OF DELIVERY. BUYER’S REQUESTED DELIVERY DATE OR SCHEDULE SHALL BE APPROXIMATE AND SUBJECT TO SELLER’S ACCEPTANCE. SELLER RESERVES THE RIGHT TO MAKE AND TO INVOICE FOR PARTIAL SHIPMENTS OF COMPLETED ARTICLES.
   
   
4. WARRANTY: SELLER WARRANTS THE GOODS SOLD HEREUNDER TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP. THE WARRANTY APPLIES ONLY IF THE GOODS SOLD HEREUNDER FAIL TO FUNCTION PROPERLY BECAUSE OF SUCH DEFECT IN MATERIAL OR WORKMANSHIP UNDER NORMALLY RECOMMENDED OPERATING CONDITIONS WITHIN DESIGN LIMITATIONS. BUYER ASSUMES ALL RISKS AND LIABILITIES ASSOCIATED WITH USE OF SUCH MATERIAL AND NO CREDIT IN ANY FORM SHALL EXCEED THE TOTAL PURCHASE PRICE OF MATERIAL SHIPPED BY SELLER. CLAIMS UNDER THE WARRANTY NOT MADE IN WRITING WITHIN 30 DAYS OF BUYER’S DISCOVERY SHALL BE CONSIDERED WAIVED. THIS WARRANTY EXTENDS ONLY TO GOODS OWNED BY THE ORIGINAL PURCHASER AND APPLIES ONLY TO PARTS MANUFACTURED BY SELLER. PARTS INCORPORATED IN THE SELLER’S PRODUCTS, BUT NOT AS SELLER’S OWN MANUFACTURE WILL CARRY ONLY THE WARRANTY OF THEIR MANUFACTURER, IF ANY; IN SUCH EVENT, SELLER WILL ENDEAVOR TO SECURE FOR THE BUYER THE BENEFITS OF SUCH WARRANTY. IF INSPECTION PROVES SUCH PARTS TO BE DEFECTIVE, THE WARRANTY DOES NOT APPLY TO GOODS THAT HAVE BEEN DAMAGED AFTER SHIPMENT TO BUYER WHERE THE DAMAGE IS NOT DIRECTLY DUE TO A DEFECT IN MATERIAL OR WORKMANSHIP OF THE GOODS, NOR DOES IT APPLY TO GOODS THAT HAVE BEEN ALTERED OR REPAIRED BY ANYONE OTHER THAN THE SELLER’S AUTHORIZED EMPLOYEES, NOR TO GOODS FURNISHED BY BUYER OR ACQUIRED AT BUYER’S REQUEST AND/OR TO BUYER’S SPECIFICATIONS. THE WARRANTY DOES NOT APPLY TO GOODS SOLD BY SELLER AND ASSEMBLED OR ALTERED BY BUYER.  BUYER AND SELLER HEREBY ACKNOWLEDGE THAT BECAUSE SELLER CANNOT CONTROL THE ASSEMBLY OR ALTERATION OF VARIOUS GOODS MEANT TO BE ASSEMBLED OR ALTERED BY BUYER. BUYER ASSUMES ALL RISKS AND LIABILITIES ASSOCIATED WITH ALL MATERIAL WHICH BUYER ASSEMBLES OR ALTERS. WHEN GOODS ARE ALLEGED TO BE DEFECTIVE, SELLER MAY, AT THIS OPTION, INSPECT THE SAME AT THEIR SITE OR REQUEST THAT THEY BE RETURNED TO SELLER WITH TRANSPORTATION CHARGES PREPAID BY BUYER. IF SELLER DETERMINES THAT THE GOODS ARE NOT AS WARRANTED SELLER’S SOLE OBLIGATION SHALL BE TO REPAIR OR REPLACE, AT ITS OPTION, THE GOODS WITHOUT CHARGE TO BUYER.
   
   
   THE ABOVE WARRANTY COMPRISES SELLER’S SOLE AND ENTIRE WARRANTY OBLIGATIONS AND LIABILITY TO BUYER. ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS, ARE EXPRESSLY EXCLUDED.
5. CONSEQUENTIAL DAMAGES: IN NO EVENT SHALL SELLER BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, LOSSES OR EXPENSES ARISING OUT OF THE USE OR INABILITY TO USE GOODS PURCHASING OR ARISING OUT OF A DELAY IN OR FAILURE OF DELIVERY, DEFECTS IN MATERIAL OR WORKMANSHIP, OR ARISING OUT OF ANY BREACH BY SELLER OF ANY OTHER TERM OR OBLIGATION OF SELLER UNDER THEIR CONTRACT.
   
   
6. CHANGES IN SPECIFICATIONS OR DESIGN: IF BUYER REQUESTS CHANGES IN SPECIFICATIONS OR DESIGNS RELATING TO ANY GOODS, DELIVERY SCHEDULES SHALL BE REVISED, IF NECESSARY, AND AN EQUITABLE ADJUSTMENT UPWARD AND DOWNWARD SHALL BE MADE IN PRICE IF WARRANTED.
   
   
7. CANCELLATIONS AND RESCHEDULES: CANCELLATIONS AND RESCHEDULES ARE SUBJECT TO ACCEPTANCE BY SELLER, AND ARE ALSO SUBJECT TO CANCELLATION CHARGES AND PRICE INCREASES. ACCEPTANCE BY BUYER OF ANY PARTIAL SHIPMENT PRECLUDES BUYER FROM CANCELLING BALANCE OF ORDER UNLESS SELLER ACCEPTS SUCH CANCELLATION IN WRITING.
   
   
8. SELLER MAKES NO WARRANTY, GUARANTEE, OR REPRESENTATION EXPRESSED OR IMPLIED AS TO ANY REPAIR WORK PERFORMED ON BUYER’S PROPERTY, NOR ITS SUBSEQUENT FITNESS FOR ANY USE OR PURPOSE WHATSOEVER.
   
   
9. BUYER’S PROPERTY: ANY DESIGNS, TOOLS, PATTERNS, MATERIALS, DRAWINGS, INFORMATION, OR EQUIPMENT FURNISHED BY BUYER, OR ANY SPECIAL TOOLS MADE OR ACQUIRED FOR THE BUYER BY THE SELLER WHICH BECOME BUYER’S PROPERTY, SHALL BE USED ONLY IN THE PRODUCTIONS OF GOODS ORDERED BY BUYER AND NOT OTHERWISE, UNLESS BY BUYER’S WRITTEN CONSENT; PROVIDED THAT SUCH PROPERTY MAY BE CONSIDERED OBSOLETE AND DESTROYED BY SELLER WHEN FOR TWO (2) CONSECUTIVE YEARS NO ORDERS ARE RECEIVED FROM BUYER FOR PRODUCTS TO BE MADE WITH SUCH PROPERTY. SELLER AGREES TO EXERCISE REASONABLE CARE WITH RESPECT TO SUCH PROPERTY AND EQUIPMENT WHILE IN ITS POSSESSION AND CONTROL, BUT SHALL NOT BE RESPONSIBLE FOR LOSS OR DAMAGE OCCURRING WITHOUT ITS FAULT OR NEGLIGENCE OR FOR ORDINARY WEAR AND TEAR.
   
   
10. NUCLEAR INDEMNITY: IF THE GOODS ARE TO BE USED IN ANY NUCLEAR INSTALLATION OR ACTIVITY, THEN BUYER OR THE ULTIMATE USER (I) SHALL SECURE AND MAINTAIN THE MAXIMUM NUCLEAR PROPERTY DAMAGE LIABILITY INSURANCE PROTECTION AVAILABLE, (II) SHALL ENTER INTO AND MAINTAIN A GOVERNMENT INDEMNITY AGREEMENT, AND (III) SHALL WAIVE AND REQUIRE ITS INSURES TO WAIVE ALL RIGHTS OF RECOVERY OR SUBROGATION AGAINST SELLER FOR, AND SHALL INDEMNIFY AND HOLD SELLER HARMLESS FROM AND AGAINST ANY CLAIMS, LOSSES, OR DAMAGES INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND ARISING OUT OF A NUCLEAR INCIDENT, AS THAT TERM IS DEFINED IN THE ATOMIC ENERGY ACT OF 1954, AS AMENDED.
    
    
11. TAXES: ANY SALES, USE, EXCISE, OR SIMILAR TAX PAYABLE BY SELLER WHICH IS OR MAY BE IMPOSED BY ANY TAXING AUTHORITY UPON THE MANUFACTURE, SALE, OR DELIVERY OF GOODS COVERED BY THIS ORDER OR ANY INCREASE IN RATE OF ANY SUCH TAX NOW IN FORCE SHALL BE ADDED TO THE SALES PRICE.  IF NOT COLLECTED AT THE TIME OF PAYMENT OF SALES PRICE, BUYER WILL HOLD SELLER HARMLESS. NO BUYER SHALL BE CONSIDERED EXEMPT UNLESS SELLER IS FIRST PROVIDED WITH A VALID SALES TAX EXEMPTION CERTIFICATE.
    
    
12. SELLER DOES NOT REPRESENT THAT ANY GOODS SOLD COMPLY WITH OSHA OR ANY OTHER SAFETY REGULATIONS UNLESS SO STATED ON THE INVOICE.
    
    
13. THE BUYER SHALL NOT ASSIGN ANY INTEREST IN THIS CONTRACT AND ANY PREPORTED ASSIGNMENT SHALL BE NULL AND VOID. 
    
    
14. RETURNS: ALL RETURNS MUST STRICTLY CONFORM TO THE TERMS & CONDITIONS STATED HEREIN. NO RETURNS SHALL BE ACCEPTED WITHOUT PRIOR WRITTEN AUTHORIZATION FROM INVENTORY CONTROL PERSONNEL. SELLER’S SALES AGENTS DO NOT POSSESS AUTHORITY TO ACCEPT GOODS FOR RETURN. ANY ACCEPTANCE OF GOODS BY SELLER’S AGENTS SHALL MERELY BE DEEMED A REQUEST BY BUYER FROM WRITTEN PERMISSION TO RETURN ON THE TERMS AND CONDITIONS STATED HEREIN AND TITLE AND RISK OF LOSS REMAIN WITH THE BUYER. NEW AND USED GOODS DEEMED BY SELLER TO BE STANDARD STOCK ITEMS ARE SUBJECT TO A 20% RESTOCKING CHARGE. NEW AND USED GOODS DEEMED BY SELLER NONSTOCK AND SPECIALS BY SELLER CANNOT BE RETURNED. SELLER SHALL ACCEPT NO GOODS FOR RETURN UNLESS SELLER HAS AUTHORIZED SUCH RETURN IN WRITING. ANY RETURNS MADE WITHOUT PRIOR WRITTEN AUTHORIZATION BY INVENTORY CONTROL PERSONNEL SHALL BE DEEMED UNAUTHORIZED AND ARE MADE AT BUYER’S RISK. SELLER ACCEPTS NO RESPONSIBILITY FOR SUCH GOODS. SELLER RESERVES THE RIGHT TO DISPOSE OF SUCH GOODS AS IT MAY SEE FIT.  PAYMENT FOR GOODS RETURNED IN ANY UNAUTHORIZED FASHION SHALL BECOME IMMEDIATELY DUE AND PAYABLE.
    
    
15. ALL RIGHTS AND REMEDIES HEREUNDER ARE CUMULATIVE AND NOT ALTERNATIVE. ANY INDULGENCE OR FAILURE BY SELLER TO INSIST ON STRICT ENFORCEMENT OF THESE ITEMS OF SALE SHALL NOT BE CONSIDERED A WAIVER OF ANY RIGHTS OF THE SELLER.
    
    
16. ANY PROVISION OF THIS CONTRACT PROHIBITED BY LAWS OF ANY STATE SHALL AS TO SUCH STATE BE INFLECTIVE TO THE INTEREST OF SUCH PROHIBITION WITHOUT INVALIDATING THE REMAINING PROVISIONS OF THIS CONTRACT. THIS AGREEMENT IS SEPARABLE: ANY BREACH, WAIVER, OR CHANGE AS TO ANY LOT OR PARTIAL DELIVERY HEREIN STIPULATED SHALL NOT ALTER THE OBLIGATION OF THE PARTIES AS TO ANY OTHER LOT PORTION OR PARTIAL DELIVERY HEREIN AGREED ON.
    
    
17. THESE TERMS SHALL BE GOVERNED IN ALL RESPECTS BY THE LAW OF THE STATE OF NEW YORK. WE DO NOT INSURE SAFE DELIVERY OF GOODS. ANY CLAIMS FOR DAMAGES IN TRANSIT SHOULD BE MADE TO THE CARRIERS AT POINT OF DELIVERY.