Notice – We hereby certify that these goods were produced in compliance with all applicable requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act of 1938, as amended, and of regulations and orders of the Administrator of the Wage and Hour Division issued under Section 14 thereof.
This document is an acknowledgement that SELLER has received and processed your order. Please review this document for accuracy and contact customer service by phone or by emailing [email protected] with any questions.
This order may be subject to inventory or transportation availability, and production schedules. SELLER customer service will contact you if the requested ship date cannot be met.
SELLER may ship 10% over or under the ordered quantity.
This order is subject to the contract/agreement executed between SELLER and customer in effect at the time of this order, or, if there is no such contract, this order is expressly conditioned upon customer’s acceptance of SELLER’s sale or distribution spot terms and conditions, as applicable. Such terms are included with this Order Acknowledgement.
Important – if the shipment shows any evidence of loss or damage; notify agent before accepting it. If loss or damage is discovered after delivery is taken; notify agent immediately and in any event within fifteen days from date of delivery. Confirm notice to agent in writing and keep copy. Agent’s report of inspection is made in duplicate, and consignee must obtain a copy thereof. Failure to comply with the foregoing will invalidate claim against carrier.
DELAY AND FAILURE TO DELIVER
SELLER shall not be liable in any respect for failure to ship or for delay in shipment where the failure or delay is due in whole or in part to shortage or curtailment of material, labor, transportation, or utility services, or to any labor or production difficulty in SELLER’s plants or those of its suppliers, or to any cause beyond SELLER’s control.
CANCELLATION OR CHANGE
Except as otherwise agreed by SELLER in writing, orders are not subject to cancellation or change without prior agreement. The following terms shall apply to any cancellation approved by SELLER in writing except as otherwise agreed in writing: Any items completed at the time SELLER receives a written cancellation notice from Buyer will be shipped and invoiced at the price at time of shipment.
PRICING AND TERMS
Payment terms are net 30 days unless previously agreed to in writing by SELLER.
Invoice pricing is determined on date of shipment and may not match pricing on purchase order.
Interest is charged on past due accounts at 1.5% per month, or such other maximum rate allowed by law.
LIMITED WARRANTY AND DISCLAIMER
Seller warrants to the original Buyer that the goods manufactured by Seller shall be free under normal use from defects for a reasonable period of time not to exceed twelve (12) months from the date of shipment from the factory. This warranty does not extend to future performance.
Returns will only be accepted at completion of the complaint analysis, or waiver and only within twelve months of receipt by customer.
SELLER’s obligation under its warranty is limited to Seller’s repair or replacement, at Seller’s sole discretion, of those goods sold by Seller to Buyer that do not satisfy this warranty, provided that written notice of the defect is given to Seller by Buyer within thirty (30) days after the defect is discovered. NOT WITHSTANDING ANY OTHER PROVISION IN THIS DOCUMENT, SELLER EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALSO DISCLAIMS AND EXCLUDES ALL LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT OR ANY OTHER SPECIAL DAMAGES OF BUYER, INCLUDING LOST PROFITS, FOR BREACH OF WARRANTY OR OF CONTRACT OR OTHERWISE.
THIS WARRANTY IS THE SOLE AND EXCLUSIVE REMEDY OF BUYER AGAINST SELLER.
BUYER’S INDEMNIFICATION OF SELLER
Buyer agrees to indemnify and hold SELLER, its agents, and employees, harmless from all claims and causes of action brought against SELLER and from all damages, losses, expenses, attorneys’ fees, costs, and liabilities sustained by SELLER arising out of any action of Buyer relating to the goods or services sold by SELLER to Buyer.
If Buyer rejects a shipment of goods, Seller shall have the right to cure in any reasonable manner, the error, defect, shortage or other nonconformity giving rise to the rejection.
No right or remedy of Seller shall be deemed to have been waived or renounced, in whole or in part, unless that waiver or renunciation is supported by consideration and is in writing signed by Seller.
Seller shall have all rights and remedies specified in this document in addition to those specified in the Uniform Commercial Code as adopted in the State of Indiana. All these rights and remedies are cumulative. No delay or failure by Seller to exercise any right or remedy shall impair any of those rights or remedies or be construed as a waiver of any breach or acquiescence, and any single or partial exercise of any right or remedy shall not preclude any other or further exercise of that right or remedy or the exercise of any other right or remedy. Buyer shall pay all costs and expenses paid or incurred by Seller in enforcing its rights under this document, including, without limitation, reasonable attorneys’ fees and court costs.
a. Assignment. Buyer shall not assign its rights or delegate its duties under this document without Seller’s prior written consent.
b. Amendment. Only a writing signed by Seller and Buyer may amend the contract evidenced by this document. No agent, employee or representative of Seller has any authority to bind Seller to any amendment of any term in this document.
c. Severability. If any term in this document is invalid or unenforceable, all other terms in this document shall remain in full force and effect.
d. State Law. The sale of goods and services in accordance with this document shall be governed in all respects by the laws of the State of Indiana.
e. Jurisdiction. Seller and Buyer agree that any action arising out of the sale of goods and services in accordance with this document will be brought, heard and decided in the State of Indiana.
f. Successors. The terms of this document shall inure to the benefit of and be binding on the successors and assigns of the parties.
g. Entire Agreement. There are no other agreements, warranties, terms or conditions relating to the goods or services to be provided under this document.