All orders are subject to the following terms and conditions. No salesperson or other
party is authorized to bind Seller by any other agreement, warranty, statement,
promise, or other understanding not herein expressed, and no modifications
shall be binding unless the same are in writing and signed by an executive or
its duly authorized representative.
Seller's failure to object to provisions contained in any of Buyer's forms or other documents shall not be a waiver of these terms and conditions which shall constitute the entire agreement between the parties.
All claims/requests for adjustment must be made within 15 days of receipt of materials.
No returns will be accepted unless authorized by Bisco Industries, Inc.
Should suit be brought to enforce or interpret any part of this transaction, the prevailing party shall be entitled to recover as an element of the cost of suit and not as damages, its reasonable attorney fees (including without limitation, costs, expenses, and fees on an appeal). The prevailing party shall be the party entitled to recover its cost of the suit regardless of whether suit proceeds to final judgment.
NO RETURNS WILL BE ACCEPTED WITHOUT A BISCO RETURN MATERIALS AUTHORIZATION NUMBER. CLAIMS FOR SHORTAGES OR MATERIAL DISCREPANCY MUST BE MADE WITHIN 15 DAYS AFTER RECEIPT OF MATERIAL.
All orders are subject to final approval and acceptance by Bisco Industries, Inc. Seller reserves all rights to accept orders in whole or in part.
Seller reserves the right to make delivery in installments which shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept remaining deliveries.
Unless otherwise specified, products are sold F.O.B. shipping point and Buyer assumes freight cost and liability for loss or damage once they have left the Seller's premises. Seller is to follow instructions of Buyer as to method of shipment if feasible; and, if there are no instructions from Buyer, Seller may ship by any reasonable method. Seller is not required to notify Buyer of shipment.
Orders are not subject to cancellation or deferment without Seller's consent and then only upon terms protecting Seller against loss.
All shipments are subject to an overrun or shortage of (ten percent) 10% of the quantity specified.
Buyer agrees to do a receiving inspection of the products upon receipt. Claims that they are not of the type or quantity ordered shall be made by the Buyer fifteen (15) days or be subject to a special handling charge. If the claim is correct, Seller shall replace, refund, credit or complete the order and this shall be the exclusive remedy. Seller has the option of inspecting the products on Buyer's premises or taking back the products prior to deciding how to satisfy the claim.
Delivery dates indicated on quotations and on acknowledgements of orders are approximate and not guaranteed. Seller will do everything possible to maintain the shipping dates given herein, but Seller shall not be liable for delays in delivery or in performance or failure to manufacture or deliver due to causes beyond its reasonable control such as: acts of God, acts of the Buyer, acts of civil or military authority, priorities, fires, strikes or other disturbances, floods, epidemics, war delays in transportation or car shortage or inability to obtain necessary labor, materials, components or manufacturing facilities. In the event of such delay, the date of delivery or of performance shall be extended for a period equal to the time lost by reason of delay.
Seller assumes no liability or responsibility whatsoever for any goods or part thereof manufactured to Buyer's design including, but not limited to, patent, trademark or copyright infringement.
Seller reserves the right at any time to revoke any credit extended to Buyer if Buyer fails to pay for any shipments when due or if, in Seller's opinion, there is a material adverse change in Buyer's financial condition. Seller may, at its option, cancel any accepted order if Buyer fails to meet any invoice when due.
Seller's liability for any claim of any kind shall not exceed the purchase price of the goods, or portion thereof, which gives rise to the claim whether such claim shall be for breach of contract, breach of warranty, negligence, strict liability in tort, or any other legal theory, and whether such claim arises out of, or results from this contract or from the design, manufacture, sale, delivery, resale, installation, technical direction of installation, inspection repair, operation or use of any goods furnished under this contract. Seller shall not be liable, in any event, for special or consequential damages, including, but not limited to, loss of profits or revenue, loss of use of the goods or any associated goods, cost of capital, cost of substitute goods, facilities or services, down time costs, or claim of customers of Buyer for such damages.
Buyer agrees to indemnify, hold harmless and defend Seller from liability, loss or damages from claims, demands, costs of judgments arising out of use of the products sold which result from Buyer's negligence or fault.
EXCEPT TO THE EXTENT SELLER OTHERWISE SPECIFICALLY AGREES IN WRITING, THE SALE OF ALL PRODUCTS BY THE COMPANY SHALL BE WITHOUT ANY WARRANTIES WHATSOEVER, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHER. INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Non-Waiver by Seller: Waiver by Seller of a breach of any of these terms and conditions shall not be construed as a waiver of any other breach.