Terms and Conditions
TERMS AND CONDITIONS OF SALE
1. PAYMENT. Terms of payment are net cash prior to shipment in United States Dollars, unless otherwise stated elsewhere in this transmission.
2. TAXES. Prices are stated in United States Dollars and do not include any federal, state, or local taxes, which are in addition to the purchase price and must be paid by the Purchaser. Any and all foreign duties and taxes are the responsibility of the Purchaser. Unless the Purchaser furnishes Seller with a tax exemption certificate, any sales, use, excise, or other similar taxes, where applicable, shall be added to the quoted purchase price and invoiced by Seller to Purchaser.
3. FREIGHT AND INSURANCE. All freight and insurance charges are the responsibility of the Purchaser unless otherwise agreed to between Seller and Purchaser.
4. DELIVERY. Unless otherwise stated elsewhere in this transmission, the purchase price is F.O.B. Place of Shipment and excludes skidding or crating for shipment.
5. INSPECTION. The Purchaser shall have the right to inspect the equipment during normal business hours at its location prior to the time of shipment.
6. NO WARRANTY. THE EQUIPMENT OR MERCHANDISE SOLD BY SELLER HEREUNDER IS SOLD AS IS AND WITHOUT WARRANTY. SELLER NEITHER MAKES NOR ASSUMES ANY LIABILITY UNDER ANY WARRANTY,WHETHER STATUTORY, BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SELLER DOES NOT WARRANT THAT SUCH EQUIPMENT OR MERCHANDISE CONFORMS WITH ANY PLANS OR SPECIFICATION OF PURCHASER OR OTHERS OR MEETS ANY REQUIREMENTS OF ANY FEDERAL, STATE, OR LOCAL LAWS, REGULATIONS, OR ORDINANCES PERTAINING TO SAFETY OR INSURANCE REQUIREMENTS.
7. USED EQUIPMENT. IT IS UNDERSTOOD THAT THE PURCHASE OF ANY USED EQUIPMENT IS “AS IS” AND “WITH ALL FAULTS”.
8. DEFAULT. If the Purchaser shall default in the performance of any of its obligations hereunder, then in addition to any and all other rights of remedies which Seller may have against Purchaser, Purchaser shall be liable to Seller for all court costs and attorney’s fees incurred in enforcing the terms and provisions of this agreement.
9. PURCHASER’S RESPONSIBILITY AND INDEMNITY. It shall be Purchaser’s responsibility to ensure that any equipment purchased from the Seller is installed and operated in a proper and safe manner. Purchaser also acknowledges that it may have to install or change guards, safeties, warnings, or other components to ensure that the machine will conform to all laws, regulations, ordinances, codes, insurance requirements, and industry standards. Purchaser agrees to defend, indemnify, and hold harmless Seller from and against all suits, claims, costs, and expenses, including reasonable attorney’s fees, for personal injury, death, or property damage arising from the purchase, ownership or use by the Purchaser, Purchaser’s agent, employees, or independent contractors of the equipment purchased.
10. NON-LIABILITY OF SELLER. Seller shall not be liable for its failure to perform hereunder due to any contingency beyond its reasonable control, including acts of God, fires, floods, wars, sabotage, accidents, labor disputes or shortages, government laws, regulations, ordinances or codes, inability to obtain material, material equipment or transportation and any similar or different contingencies. In no event, whether as a result of breach of contract or warranty or tort (including negligence), will Seller be liable for any incidental or consequential damages including, but not limited to, damages for loss of revenue, cost of capital, claims of customers for service interruptions or failure of supply, and costs and expenses incurred in connection with labor, overhead, transportation, installation or removal of products or substitute facilities or supply sources.
11. MODIFICATIONS. Purchaser acknowledges that these are the only terms and conditions of sale and are intended by the parties as a complete and exclusive statement of their terms of their agreement, and supersedes all prior agreements, written or oral, and upon issuance of Seller’s invoice or acknowledgement will become part of that invoice or acknowledgement. No course of prior dealings between the parties and no usage of the trade shall be relevant to determine the meaning of any agreement with Seller even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code is used herein, the definition contained in the Code shall control. Any variation from the terms hereof contained in Purchasers acceptance is hereby rejected. The Agreement of which these terms are a part can be modified or rescinded only by writing signed by both parties or their duly authorized agents.
12. GOVERNING LAW. Any agreement of which these Terms are a part shall be governed by, construed and administered in accordance with, the laws of Kentucky. Jefferson County will be the sole and exclusive venue for any litigation or other proceedings between the parties which may be brought or arise out of or in connection with or by reason of this Agreement.
13. SEVERABILITY. If any provision of any agreement of which these Terms are a part is held to be invalid, illegal or unenforceable, in whole or in part, such invalidity shall not affect any otherwise valid provision, and all other valid provisions shall remain in full force and effect.
14. CONSTRUCTION. These terms and conditions of sale and any agreement, of which they are part, shall be construed in accordance with the laws of the state of Kentucky.
15. QUOTATIONS. All quotations are made for immediate acceptance and are subject to withdrawal, change and prior sales without notice.
16. LIMITATION OF REMEDIES. NO CLAIM OF ANY KIND SHALL BE GREATER IN AMOUNT THAN THE PURCHASE PRICE OF THE MERCHANDISE IN RESPECT OF WHICH SUCH DAMAGES ARE CLAIMED, AND FAILURE TO GIVE NOTICE OF CLAIM WITHIN THIRTY (30) DAYS FROM THE DATE OF DELIVERY OR THE DATE FIXED FOR DELIVERY (IN THE EVENT OF NONDELIVERY), SHALL CONSTITUTE A WAIVER BY PURCHASER OF ALL CLAIMS IN RESPECT OF SUCH MERCHANDISE. THE REMEDY HEREBY PROVIDED SHALL BE THE EXCLUSIVE AND SOLE REMEDY OF PURCHASER. ANY RIGHT TO CONSEQUENTIAL AND INCIDENTAL DAMAGES IS EXCLUDED.
17. TIME FOR BRINGING ACTION. Any action by Purchaser for breach of any agreement of which these Terms are a part shall be commenced within one year after the cause of action has accrued.
18. WARNING OF HAZARDS. Purchaser acknowledges the Seller warns that the Articles may bear or contain CEPHALOSPORIN or hazardous chemicals or other hazardous materials which may be, or may become by chemical reaction or otherwise, directly or indirectly, hazardous to life, to health, or to property by reason of toxicity, flammability, explosiveness or for other similar or different reasons, during use, handling, cleaning, reconditioning, disposal, etc. The Purchaser has inquired and received satisfactory information from the Seller regarding such latent and patent hazards, INCLUDING CEPHALOSPORIN, associated with the Articles. PURCHASER ASSUMES ALL RISK OF AND RESPONSIBILITY FOR INJURY OR DAMAGE TO THE PURCHASER OR OTHERS BASED ON OR ARISING OUT OF POSSESSION, HANDLING, DISMANTLING OR USE BY PURCHASER OR BY OTHERS OF ANY SUCH GOODS FOR ANY PURPOSE WHATSOEVER. Purchaser agrees to warn of all possible hazards, INCLUDING CEPHALOSPORIN, to any persons to whom Purchaser resells, contributes, or delivers the Articles, or to any person who may be exposed to their hazards. Purchaser understands and agrees that no change in this broad warning shall bind Seller. No additional specific warning shall be deemed to limit this broad warning, and if the additional specific warning is inadequate, all of the Terms and Conditions herein below set forth shall still apply, even if the inadequacy of the specific warning was due to negligence on Seller’s part; and no course of action on Seller’s part shall be deemed to limit this broad warning.