TERMS AND CONDITIONS
THIS ORDER SHALL BE SUBJECT ONLY TO THE TERMS AND CONDITIONS SET FORTH HERIN NOTWITHSTANDING ANY TERMS AND CONDITIONS THAT ME MAY BE CONTAINED IN ANY ORDER, ACKNOWLEDGEMENT OR OTHER FORMS OF BUYER AN SUCH TERMS AND CONDITIONS OF BUYER, SHALL NOT BIND SELLER UNLESS ACCEPTED BY IT IN WRITING, WHETHER OR NOT THEY MATERIALLY ALTER THIS ORDER. THIS ORDER SHALL BE GOVERNED IN ALL ASPECTS BY THE LAW OF THE STATE OF PENNSYLVANIA.
1. PAYMENT FOR GOOD AND SERVICES, INCLUDING ANYLABOR CHANGES WHEN APPLICABLE: (A) Net cash, payable in full, shall be due within (30) days from the date of invoicing of any goods and services including any labor sold or contracted for hereunder, without deductions of any kind for taxes, freight charges, permits, licensing fees, back charges, or any other charges, setoff, or counterclaims whatever. Payment shall not prejudice claims on account of omissions or shortages in shipment but no such claim will be allowed unless within (10) days after receipt by Buyer.
(B) in the event the Buyer herein is a subcontractor, the duty of the Buyer to make payment under (A) above, and the right of Seller to insist on payment thereunder, shall not be limited, impaired or altered by the provisions of any contract, agreement or understanding between the Buyer and the other person, firm or corporation or between the Buyer’s contractor and any other person firm or corporation. In the event the Buyer herein is a contractor, the duty of the Buyer to make payment under (A) above, and the right of Seller to insist on payment thereunder shall not be limited, impaired or altered by the provisions of any contract, agreement or understanding between such Buyer and any other person, firm or corporation.
2. 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 or upon any services covered by this order, or any increase in rate of any such tax now in forces, shall be added to the sales price and paid by Buyer. If not collected at the time of payment of sales price, Buyer will hold Seller harmless.
3. WARRANTY: IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, SELLER WARRANTS ANY GOODS, MATERIAL OR PRODUCTS MANUFACTURED BY IT AND FURNISHED HERUNDER AGAINST FAILURE UNDER NORMAL CONDITIONS DUE TO DEFECTIVE MATERIALS, MANUFACTURE OR WORKMANSHIP FOR A PERIOD OF ONE (1) YEAR FROM THE DATE SUCH PRODUCTS OR MATERIALS SHIPPED TO THE BUYER. In case of such failure, Buyer shall give Seller, at Seller’s office, prompt written notice thereof and the “Seller” upon receipt of notice shall have the option of repairing or replacing such defective material or products AND IN NO EVENT SHALL THE SELLER’S LIABLITY EXCEED THE FURNISHING OF SUCH REPLACEMENT MATERIAL, LIABLITY HERUNDER SHALL NOT EXTEND TO OR INCLUDE THE DISMATINLING OF THE DEFECTIVE OR ANY OTHER MATERIAL OR PROPERTY OR THE INSTALLATION OF THE REPLACEMENT MATERIAL OR ANY OTHER PROPERTY. All replacement material or products are to be shipped F.O.B. destination.
The above warranty does not extend to goods, materials or products damages after date of shipment from Seller’s plant where the damage is not directly due to a defect in material or workmanship, nor does it apply to goods altered or repaired by anyone other than Seller’s authorized employees. Not shall this warranty extend to defect in materials or products not manufactured in whole or part, by Seller.
THE ABOVE WARRANTY COMPRISED OF SELLER’S SOLE AND ENTIRE WARRANTY OBLIGATION AND LIABILITY TO BUYER, ITS CUSTOMERS AND ASSIGNS IN CONNECTION WITH GOODS SOLD HEREUNDER, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR MERCHANTABILITY AND FITNESS, ARE EXPRESSLY EXCLUDED.
4. SELLER’S LIABILITY FOR SHORAGES, DELIVERY OF IMPROPER MATERIAL OR DELIVERY OF DAMAGED OR DEFECTIVED MATERIAL: The buyer agrees to carefully check material upon unloading at destination. No claims for shortages, for delivery of improper material or for apparent defects or damage to material will be recognized by the Seller unless within notice specifying in detail the nature and extent of the shortage, defect or damage shall be mailed to the Seller’s office, within (3) days from date of unloading.
Seller will in no case pay or be liable for any claims resulting from the use by the Buyer of improper material or from the use by; the Buyer of material having apparent defects or damages when installed by the Buyer.
5. DELIVERY: Seller shall not be responsible or liable for failures, resulting from failure of delay of delivery of any goods to be delivered pursuant to this order resulting from acts of God, fires, floods, foul weather conditions, delay of supplier, work stoppages, failure of carrier to perform, wars, civil disobedience or unrest, declared national emergencies, regulation, orders of statutes of laws of any local, state or nations government, or labor differences or similar or dissimilar occurrences beyond control the Seller. Buyer’s requested delivery date or schedule shall be approximate and subject to Seller’s acceptance.
6. RISK OF LOSS AND CLAIMS FOR LOSS OR DAMAGE IN TRANSIT: When the price of the goods in quoted “F.O.B origin”, or “F.O.B. origin, freight allowed to destination” even if the transportation charges are included in the price, the risk of loss and title to the goods passes to the Buyer at the point of origin. The responsibility for filing claims for loss or damage in transit is the Buyer’s responsibility to secure acknowledgement of damage from delivering carrier.
7. CONSEQUENTIAL DAMAGES: In no event shall Seller be responsible for or liable for consequential or special damages arising out of delay in or failure of delivery of goods, materials or products, defects in said goods or workmanship, or arising out of a breach by Seller of any other term or obligation of Seller under this contract.
8. INACCURACY IN DESIGNS OR SPECIFICATIONS AND ERRONEOUS INFORMATION SUPPLIED: In no event shall Seller be responsible or liable for any damages, whether specific or consequential, arising by reason of inaccuracies, errors, misinformation, or misrepresentations contained in any specifications, designs, patterns, drawings or other information furnished by the Buyer to the Sellers or supplied to the Buyer by a third party or supplied by third party to the Seller on behalf of the Buyer.
9. INFORMATION SUPPLIED BY SELLER: When Seller supplies information o any kind the Buyer, Seller shall not be responsible or liable for any damages arising by reason of any such information being supplied to anyone whosoever other than the Buyer for any purpose whatsoever unless Buyer has secured Seller’s express consent in writing to supply a third party with such information. Further, THE BUYER WHO RECEIVES ANY SUCH INFORMATION FROM THE SELLER, SHALL INDEMNIFY AND SAVE HARM LESS THE SLLER FROM ANY LIABILITY FOR DAMAGES RESULTING FROM RELIANCE ON ANY INFORMATION SUPPLIED BY SELLER BY AN PARTY WHATSOVER WHO MAKES USE OF THE INFORMATION WITHOUT SELLER’S EXPRESS CONSENT IN WRITING, AND THE BUYER AGREES TO BE LIABLE FOR ANY DAMAGES ARISING FROM SUCH RELIANCE BY ANY PARTY WHATSOEVER ON THE INFORMATION SUPPLIED BY SELLER TO BUYER WITHOUT THE EXPRESS CONSENT IN WRITING OF THE SELLER.
10. PATENT INDEMNITY: Seller shall in no event be liable for patent infringement unless the goods furnished hereunder in and of them, constitute the infringement. If they do, and Seller is notified of the claim of infringement within ten days after such claim is received by the Buyer and is permitted to settle or defend such claim, Seller will indemnify the Buyer against the reasonable expense of defending suite and against any judgment or settlement to which Seller agrees. However, such indemnity will be limited to an amount of not exceeding the price paid by Buyer to Seller for the infringing goods. If an injunction is issued against the further use of the goods. Seller will have the option of either procuring for the Buyer the right use the goods, replacing them with non-infringing goods, modifying them so that they become non-infringing, or refunding the purchase price. The foregoing constitutes Seller’s entire warranty and liability as to patents. IF THE GOODS FURNISHED HEREUNDER ARE IN ACCORDANCE WITH DESIGN, SPECIFICATION, DRAWING OR PATTERN FURNISHED BY THE BUYER, THE BUYER WILL DEFEND AND SAVE HARM LESS SELLER FROM ALL COSTS, EXPENSES AND JUDGMENTS ON ACCOUNT OF ANY CLAIM OF INFRINGEMENT OF ANY PATENT.
11. CHANGES IN SPECIFICATION OR DESIGN: Any changes in specifications, plans, or designs requested by Buyer are subject to Seller’s acceptance and if and when accepted or granted by Seller, are subject to revision of prices and delivery schedules as deemed justified by Sellers.
12. CANCELLATIONS AND RESCHEDULES: Cancellation and reschedules by the Buyer are subject to acceptance by the Seller, and if and when accepted by the Seller, they Buyer shall pay to Seller such cancellation charges or price increases as Seller shall determine are reasonable.
13. THIS AND OTHER INFORMATION FROM RITTER PROVIDE PRODUCT OR SYSTEM OPTIONS FOR FURTHER INVESTIGATION BY USERS HAVING TECHNICAL EXPERTISE, BEFORE YOU SELECT OR USE ANY PRODUCT OR SYSTEM, IT IS IMPORTANT THAT YOU ANALYZE ALL ASPECTS OR YOUR APPLICATION AND REVIEW THE INFORMATION CONCERING THE PRODUCT IN THE CURRENT PRODUCT CATALOG. THE USER, THROUGH ITS OWN ANALYSIS AND TESTING, IS SOLELY RESPONSIBLE FOR MAKING THE FINAL SELECTION OF THE SYSTEM AND COMPONENT AND ASSURING THAT ALL PERFORMANCE, SAFETY AND WARNING REQUIREMENTS OF THE APPLICATION ARE MET.