- All orders are subject to approval by Seller. The payment terms for this transaction with Seller are shown on the face of the associated invoice.
- Any shipping dates are estimates only and are not guaranteed. Seller shall not be liable for delay or default in delivery for any cause due to unforeseen circumstances or beyond Seller's control, including, but not limited to, government action, shortage of labor or raw materials, the unavailability of production or transportation facilities or delays in transportation, labor disputes, accident, fire, flood or any other acts of God.
- Unless otherwise agreed upon by the parties in writing, all goods are sold F.O.B. Seller's facility. Title to goods and risk of loss shall pass to Buyer upon delivery to a carrier unless specified otherwise in writing.
- Unless expressly stated otherwise in the order acknowledgement, all orders are subject to under-runs and over-runs of not more than 10%.
- All taxes and excises of any nature whatsoever now or hereinafter levied by any governmental authority upon the sale of any goods covered hereby shall be paid and borne by Buyer.
- The sales personnel of Seller are not authorized to make warranties about the Seller's goods. Seller's employees ORAL STATEMENTS DO NOT CONSTITUTE WARRANTIES, shall not be relied upon by Buyer and shall not become part of any contract or sale. The entire sales contract between Seller and Buyer will be set forth in the order acknowledgement, invoice and these Terms and Conditions and NO OTHER WARRANTIES are given beyond those set forth in such documents.
- Seller warrants Seller's goods to be of merchantable quality and to conform to specifications and tolerances provided in the applicable industry standards, or Seller's published standards, or otherwise incorporated in herein. Should any such product sold hereunder be found not to meet the foregoing warranty, Seller will furnish a replacement product conforming to this warranty, or, at its election, make a fair allowance therefor. Any claim with reference to goods shall be deemed waived by Buyer unless made in writing to Seller upon the earlier of (i) five (5) days from Buyer's receipt of goods or (ii) before the goods are used in construction, fabrication or the character of the goods are changed in any way. Buyer acknowledges that the remedies herein constitute its sole and exclusive remedies. SELLER'S SOLE RESPONSIBILITY AND BUYER'S SOLE AND EXCLUSIVE REMEDY IS AS STATED. SELLER SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, LOSS OF PROFIT, OR FOR ANY AMOUNT IN EXCESS OF THE PRICE FOR THE SHIPMENT INVOLVED, UNDER THE FOREGOING WARRANTY OR ANY OTHER PART OF THIS AGREEMENT. ANY LEGAL ACTION AGAINST SELLER FOR BREACH OF THIS AGREEMENT, INCLUDING THE WARRANTY GRANTED ABOVE, MUST BE INSTITUTED WITHIN ONE YEAR AFTER DELIVERY. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, WHICH EXTEND BEYOND THE FOREGOING, AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE IS EXCLUDED.
- Seller reserves the right to require payment for any shipment hereunder in advance or satisfactory security. If the financial responsibility of the Buyer becomes unsatisfactory to Seller, if the Buyer fails to make payment within thirty (30) days of receipt of Seller's invoice, or if Buyer fails to comply with any provision hereof, Seller may, at its option (and in addition to other remedies) cancel any unshipped portion of Buyer's order. Buyer shall remain liable for all unpaid accounts. In the event Buyer fails to make any payment to Seller when due, Buyer's entire account(s) with Seller shall become immediately due and payable without notice or demand. All past due amounts shall be charged interest at a rate of eighteen (18%) percent per annum or the maximum rate allowed by law, whichever is less.
- Goods cannot be returned, and orders once accepted by Seller cannot be cancelled by Buyer without Seller's prior written consent.
- Buyer's purchase of Seller's goods hereunder represents acceptance of these Terms and Conditions of sale which constitute the entire agreement between the parties and supersedes any and all previous or contemporaneous communications, representations or agreements by either party, whether verbal or written.
- In the event that it becomes necessary for Seller to retain an attorney to enforce any of these Terms and Conditions, Buyer agrees to pay such sums accrued thereby as reasonable attorney's fees and collection costs whether or not suit or action is commenced. In the event suit, action or arbitration is instituted to enforce any of these Terms and Conditions, the prevailing party shall be entitled to recover from the other party such sum as the court or arbitrator may adjudge reasonable as attorney's fees or collection costs at trial or on appeal of such suit, action or arbitration in addition to all other sums provided by law.
- Buyer agrees to pay all costs and expenses of collection actually incurred by Seller in collecting any amounts due Seller whether or not Seller retains an attorney.
- Buyer agrees that a signature by Buyer (or Buyer's representative authorized to receive goods) on any order acknowledgment, invoice, delivery receipt or other sales receipt is presumed to establish Buyer's acceptance of these Terms and Conditions.
- These Terms and Conditions of sale shall not be construed against either party. If any provision hereof is held to be illegal, invalid or unenforceable under any present or future laws, such provision shall be fully severable and these Terms and Conditions herein shall be construed and enforced as if such illegal, invalid or unenforceable provision had never been made a part hereof. The remaining provisions herein shall remain in full force and effect and shall not be affected by such illegal, invalid or unenforceable provisions or by their severance here from.
- This Agreement shall be governed and construed in accordance with the laws of the State of Alabama, including the Uniform Commercial Code in effect from time to time in the State of Alabama. Buyer and Seller hereby agree that any claim arising out of this Agreement shall be enforced in any state or federal court located in Tuscaloosa County, Alabama. For the purpose of any action or proceeding instituted with respect to any such claim, Buyer and Seller hereby irrevocably submit to the jurisdiction of such courts.
- Any additional or different terms or conditions stated by Buyer in any acknowledgement form or in otherwise acknowledging or accepting the order, is deemed by Seller to be a material alteration of the order and is hereby rejected by Seller, unless specifically accepted by Seller in writing. Buyer's acceptance of the goods will not constitute acceptance by Seller of any such additional or different terms or conditions not specifically accepted by Seller in writing.
All sales by The Westervelt Company ("Seller") to its customers ("Buyer" or "Buyers") are subject to the Terms and Conditions of Sale as set forth below:
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