Terms of payment shall be net thirty (30) days from invoice date, unless otherwise specified by Seller. All shipments shall at all times be subject to the approval of Seller’s Credit Department, and if Buyer’s financial responsibility is unsatisfactory, or becomes impaired, or if Buyer fails to make any payment for the goods specified herein or any other goods purchased from Seller when due then, in any such event, Seller may postpone or decline to make any shipments except upon receipt of satisfactory security or payment of cash in advance of shipment, or Seller may cancel any or all contracts with Buyer. If Buyer fails to make payment as provided herein, a service charge of 2% per month shall be charged to all unpaid balances due, and Buyer shall pay all costs and expenses, (including but not limited to counsel fees and expenses) incurred in connection with all efforts and attempts to collect payment.
CHANGES AND WAIVERS
No change or waiver of any of these terms and conditions shall be valid unless in writing and signed by the party against whom such claimed change or waiver is sought to be enforced. No waiver by Seller of any breach of any term or condition hereof shall be deemed a waiver of any other breach or of such term or condition. Seller’s failure to object to any provision contained any communication from Buyer shall not be deemed an acceptance thereof or a waiver of any of the terms and conditions hereof.
Seller shall not be liable for failure to deliver or delays in delivery occasioned by or due to (a) fires, floods, inability to obtain materials or shipping space, breakdowns, delays of carriers or suppliers, labor troubles, acts, regulations or requests of any government or government agency; or (b) any cause beyond Seller’s control. In the event of Seller’s inability, for any cause beyond its control, to fill Buyer’s order, Seller may allocate its available supply of the goods ordered among any or all Buyers, on such basis as Seller in its sole discretion may decide, without liability to Buyer for any failure to perform its contractual obligations which may be a consequence thereof.
Seller warrants that goods sold to Buyer shall be free from defects in materials and workmanship, except such as are commercially acceptable, and shall conform, within the limits of standard commercial tolerances, to Buyer’s specifications. Seller does not warrant that the goods sold are fit for any particular purpose. The express warranty embodied in the first sentence of this paragraph is in lieu of and excludes all other warranties, guaranties or representations, expressed or implied, by operation of law or otherwise. All claims for alleged defects in goods or that goods do not conform to specifications shall be deemed waived unless made in writing, delivered to Seller within (30) days after receipt of goods by Buyer. Buyer shall afford Seller prompt and reasonable opportunity to inspect all goods as to which any claim is made. Upon receipt of shipping instructions from Seller, Buyer shall return all allegedly defective goods, or goods allegedly not conforming to specifications, to Seller. Goods returned must be returned in the same condition as when received by Buyer. Goods found by Seller to be defective or not to conform to specifications shall upon return be replaced or repaired by Seller without any additional charge, or, at Seller’s option, seller may refund the purchase price of such goods. Seller will pay return transportation charges on returned goods not exceeding the transportation charges applicable to shipment from original destination, unless the returned goods are free from defect and conform to specifications. Returned goods which are found by Seller to be free from defect and to conform to specifications shall be held for Buyer’s shipping instructions, which instructions Buyer shall furnish promptly upon request. Seller’s liability, shall in no event extend beyond replacement, repair or refund of the purchase price, as provided above, and Seller shall not be liable under any circumstances for consequential damages, nor for loss, damages or expenses directly or indirectly arising from the use of the goods, including without limitation, warehousing, labor, handling and service charges, and die, equipment and machine breakage.
Any course of dealing between the parties to the contrary notwithstanding, at Seller’s election any claim for breach of warranty, for failure of or delay in delivery, or any other claim, shall be deemed waived by Buyer unless presented In writing to Seller within thirty (30) days of receipt of the goods in the case of any claim for breach of warranty, or within thirty (30) days from the specified shipping date in the case of other claims. No inspection of goods or investigation of claims by Seller, even, though occurring after the periods above specified, shall be deemed a waiver of this provision. Under no circumstances shall Seller be liable for Buyer’s manufacturing costs, loss profits, good will, or any special, contingent or consequential damages.