Method of Shipment:
Buyerís desired method of shipment must be clearly stated in
writing, otherwise shipment may be made by any carrier or means the
Any tools, dies or fixtures which may be developed for use in the
production of merchandise covered by this order shall be owned by
the seller even though the buyer may be changed in whole or in part
for the cost of such tools, dies and fixtures.
Accounts are opened only with firms on approved credit. The seller
reserves the privilege of declining to make shipments except for
cash before shipment or cash on delivery whenever for any reason
doubt as to the buyerís financial responsibility develops and in
such event the seller shall not be liable for non-performance of his
agreement in whole or in part.
This merchandise is warranted by the seller to be free from defects
of workmanship and material. The sellerís liability for breach of
this or any other warranty, expressed or implied, is limited to the
purchase price of the merchandise which has failed through defect
or, at the sellerís option, to the replacing of such merchandise
upon its return to the seller with due allowance for the services
rendered by the merchandise therein. The seller reserves the right
to inspection of the merchandise, claimed in writing by the buyer to
be defective, prior to determination of any options or liabilities
as stated herein.
Seller specifically makes no warranty as to merchantability,
including warranties extending beyond the description of the
merchandise, or, when it is evidenced that a failure or breach has
occurred due to misuse, negligence, misapplication, accidental or
purposeful damage, faulty installation or the like.
Seller specifically does not warrant the use of sellerís products in
manned or unmanned aircraft, nuclear or space vehicles and
submarine vehicles without seller having first been informed and
approving of such use in writing. In no event, shall the seller be
liable for consequential or special damages of for transportation,
installation, adjustment or other expenses, which may arise in
connection with defective merchandise.
Buyer shall give seller advance written notice of any merchandise.
Seller reserves the right to reject any merchandise returned without
such notice and to return any such merchandise to buyer, at buyerís
expense, notwithstanding any temporary acceptance thereof.
Any order may be cancelled or changed only upon written consent of
the seller. Buyer shall be liable for work done, material ordered or
used by seller up to the time of such written consent.
Seller agrees to arrange for the defense in buyerís name of any suit
brought against the buyer insofar as it is based on a claim that any
merchandise in the particular form sold by the seller to the buyer
infringes a U.S. patent, but only on the conditions the buyer shall
promptly notify the seller in writing of any such claim and shall
give the seller full authority for the conduct of such and suit and
shall render to the seller (at sellerís expense) whatever
information and assistance may be reasonably required for such
defense. Upon such condition, the seller shall pay damages and
costs, if any, awarded against the buyer in such suit and in case
such merchandise or part is enjoined, seller shall have the option
of either procuring for the buyer the right to continue to use such
merchandise or part, or replacing the same with non-infringing
merchandise, or modifying the same as to avoid infringement or
removing the same and refunding the purchase price. The foregoing
states the sellerís only liability for patent infringement. The
buyer shall hold the seller harmless for any expenses or loss
resulting from infringement of patents or trademarks arising from
compliance with the buyerís designs or specifications.
Any variation in quantity will be subject to corresponding variation
in prices unless otherwise expressly agreed in writing by the
seller. Prices are subject to change without notice beyond the time
period specified, if any, and will be adjusted at that time, if
necessary, to reflect prices in effect at time of shipment.