Limited Warranty: Seller warrants good and free title in the Product and that the product will confirm to Seller’s published specifications, if any exist, or to such other quality standards and/or measurements the parties have attached to this document or subsequently have agreed upon in writing. Seller has based any recommendation to the Buyer for the use of the Product upon information that Seller considers reliable, but Seller makes no warranty as to any results Buyer might obtain in Buyer’s use9s0 for the Product. THIS WARRANTY IS MADE TO BUYER AND IS NOT TRANSFERABLE. FOSTER MAKES NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY PROVIDED. FOSTER MAKES NO WARRANTY OF FITNESS FOR PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY FOR THE BUYER’S PRODUCT OR FOSTER’S GOODS.
Limited Liability: Buyer will examine Product promptly after receipt for damage, defects, short-weight and non-conformance. Buyer must give Seller written notice of the existence of each claim involving Product (whether bases in contract, breach of warranty, negligence, strict liability, other tort or otherwise) within the earlier of 30 days after receipt of the quantity of Product forming the basis for the claim or applicable shelf-life expiration, if any. A failure by Buyer to give such notice within the applicable time constraint will constitute an absolute and unconditional waiver of all such claims. Buyer assumes all risk of patent infringement by reason of any use Buyer makes of the Product in combination with other substances or in the operation of any process, and all infringement arising out of Seller’s compliance with Buyer’s designs, specification or instructions, and Buyer shall defend, indemnify and hold Seller harmless from and against the same. SELLER’S ENTIRE LIABILITY TO BUYER FOR DAMANGES, WHETHER UNDER BREACH OR WARRANTY OR ANY OTHER CAUSE, WHETHER UNDER THIS CONTRACT OR OTHERWISE, SHALL IN NO EVENT EXCEED THAT PART OF THE PURCHASE PRICE APPLICABLE TO THE PORTION OF PRODUCT GIVING RISE TO BUYER’S CLAIM FOR SUCH DAMAGES. IN NO EVENT WILL EITHER PART HAVE LIABILITY TO THE OTHER FOR ANY INCIDENTIAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES.
Payments: For orders made directly through Foster Polymer Distribution, Buyer will make all payments hereunder in cash or in negotiable paper collectable at face value in the funds at the location indicated on the Seller’s invoice. All terms and payments are net 30 days from date of invoice, after which time interest shall be due and payable on all unpaid balances at the rate of 1.5% per month. In the event of default in payment for good’s delivered, Buyer shall be responsible for all collection fees and expenses incurred by Seller, including reasonable attorney fees. For online transactions, Buyer will make all payments hereunder by credit card collectible at face value in the funds and at the location indicated on the sellers invoice.
Ordering & Limits: Seller may discontinue any Product sold hereunder at any time, unless Buyer and Seller have otherwise agreed in writing.
Government Constraints: If a present or future law, government decree, order, regulation or ruling any existing or future legislation prevents Seller from increasing or revising the price as provided herein, or nullifies or reduces any price or price increase hereunder, upon written notice from one to the other, Seller or Buyer will attempt to identify mutually agreeable changes to conform this contract with such law, decree, order, regulation or ruling. If the parties cannot agree upon and implement such changes with sixty (60) days after such notice, Seller shall thereupon have a right to terminate this contract forthwith by written notice to the Buyer.
Title & Risk of Loss: Title and risk of loss to the Product shall pass to Buyer at Seller’s point of shipment. Buyer assumes all risks and liabilities arising out of unloading, discharge, storage, handling and use of the Product, or arising out of compliance or non-compliance with federal, state municipal or local laws and regulations governing and controlling such activity, except to the extent, if any attributable to Seller’s gross negligence or willful misconduct. Seller has no liability for the failure or discharge or unloading equipment or materials used by Buyer, whether or not supplied by Seller. Except to the extent attributable to the Product failing to meet the express warranties set forth in paragraph 1, Buyer will indemnify, defend and hold Seller harmless from all costs, expenses, damages, judgments or othe loss, including costs of investigation, litigation, and reasonable attorney fees, arising out of Buyer’s selection, use sales and further processing of the Product.
Force Majeure: If the performance issued by Seller of Buyer of any obligation pursuant to this product, other than payment of money, is prevented or impaired by a Force Majeure, such party shall be excused from performance so long as situation continues to prevent or impair performance. “Force Majeure” shall mean an event beyond the reasonable control of a party, including, without limitation, acts of public enemy, acts of God, including fires, floods, epidemics, and unusually severe weather, quarantine restrictions, strikes or lockouts, labor disputes or shortages, embargoes, war, riot, acts of terrorism, malicious acts or damages, or failure of electrical supply or other utilities.
Shortage of Product: During periods when demand for Product exceeds Seller’s available supply, whether due to a force majeure or otherwise, Seller may distribute Product among itself for its own manufacturing uses, its customers, and Buyer in such manner as Seller deems fair and practicable. Buyer will accept, as full and complete performance by Seller, deliveries in accordance with such determinations as Seller may make. Except in the case of a force majeure, if not satisfied with Seller’s determination, Buyer as its sole remedy shall have a right to terminate this contract without further obligation upon (i) 10 days written notice; and (ii) payment for all Products received to date.
Assignment/Delegation: Buyer may assign/transfer rights and/or delegate duties/obligations hereunder only with prior written consent of Seller, not unreasonably withheld. Seller may assign this contract and/or rights and delegate obligations under this contract without the consent of the Buyer.
Integration: These terms and conditions apply to all sales by Foster Polymer Distribution. No statement of agreement, oral or written, made before or at the signing of this contract shall vary or modify the written terms hereof, and neither party shall claim any amendment, modification or release from any provision hereof unless such change occurs in writing signed by the other party, and specifically identifying it as an amendment to this contract. No modification or amendment to this contract shall occur by the acknowledgment or acceptance by Seller of a purchase order, acknowledgment, release or other form submitted by Buyer containing additional or different terms and conditions, and Seller hereby gives Buyer notice of the rejection of such additional terms and conditions. A provision elsewhere in this contract that conflicts with a provision in these general terms and conditions will govern.
UN Convention: The United Nation Convention respecting Contracts for the International Sale of Goods shall not apply to transactions under this contract.
Severability: In the event of illegality or invalidity of a provision of this contract under the law of a particular jurisdiction, the parties shall deem that provision stricken in its entirety; the balance of this contract shall remain in full force and effect.
Applicable Law: The law of jurisdiction from which Seller ships Product shall govern the interpretation and construction of this contract.
Re-Export: Buyer will comply with all U.S law and regulation respecting the export and/or re-export of Product.
