PAYMENTS: Payments shall be made in legal tender of the United States of America. Buyer shall make such arrangements for payment as Tee-Band, LLC ("Seller") shall from time to time reasonably require and Seller may suspend production, shipment or delivery until such arrangements are made. In the event Buyer fails to make payment in full within the time period set forth on the invoice or within the time period expressly agreed upon in writing by the parties, such failure to pay on time constitutes a material breach of contract by Buyer permitting Seller to suspend production, shipment or delivery under this or any other contract between Buyer and Seller, and Buyer shall pay to Seller interest on the unpaid amount at the maximum rate permitted by law or at the rate of 1.5% per month, whichever is less, and Seller shall have, in addition, all other remedies permitted to Seller by law, equity and this contract. If Seller has to take legal action to collect any amount due hereunder, Buyer shall pay all court costs plus reasonable attorney's fees incurred by Seller in bringing such legal action.
TAXES: To the extent legally permissible, all present and future taxes imposed by any Federal, state, foreign or local authority which Seller may be required to pay or collect, upon or with reference to the sale, purchase, transportation, delivery, storage, use or consumption of goods or services, including taxes upon or measured by the receipts therefrom (except net income and equity franchise taxes), shall, if paid by Seller, be added to the purchase price of the goods.
TITLE AND RISK OF LOSS; INCIDENTAL TRANSPORTATION AND STORAGE CHARGES: Unless otherwise agreed, title to goods and risk of loss shall pass to Buyer upon tender of delivery at the F.O.B. point specified. Any charges at destination for spotting, switching, handling, storage and other accessorial services, and demurrage, shall be for Buyer's account. Seller shall have the right to assess a storage and handling charge for goods left in Seller's possession after notification to Buyer that the goods are available to ship.
TIME OF SHIPMENT AND SHIPPING; CANCELLATIONS: Time is not of the essence hereunder. Each shipment is to be considered a separate sale. Seller reserves the right to ship all or any part of the goods from any shipping point of Seller other than the shipping point or points specified herein. This order may be canceled only with Seller's consent and upon terms that will indemnify Seller from any loss resulting from such cancellation.
FORCE MAJEURE: In the event either party's performance hereunder is delayed or made impossible or commercially impracticable due to causes such as fire, explosion, strike or other difference with workers, shortage of energy sources, facility, material or labor, delay in or lack of transportation, temporary or permanent plant shutdown, breakdown or accident, compliance with or other action taken to carry out the intent or purpose of any law, regulation, or other requirement of any governmental authority, or any cause beyond that party's reasonable control, that party shall have such additional time within which to perform this contract as may be reasonably necessary under the circumstances. However, the obligation of Buyer to pay for goods delivered is never suspended.
WARRANTY; DISCLAIMERS: NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE NOR ANY OTHER REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, IS MADE RESPECTING THE GOODS, OR THE PRODUCTION THEREOF AND THERE ARE NO WARRANTIES WHICH EXTEND BEYOND SELLER'S STANDARD PUBLISHED DESCRIPTION THEREOF.
LIMITATION OF REMEDIES: Seller will replace, at the delivery point specified herein, any goods furnished hereunder that are found to be defective or otherwise fail to conform to any warranty or this contract, or, at Seller's option, Seller will repay the price paid for such goods, plus any transportation charges paid by Byer in addition to such price. Claims must be made within thirty (30) days following delivery of the goods to Buyer and Seller must be given a reasonable opportunity to investigate and cure any nonconformance. In no case are goods to be returned to Seller without Seller's prior written consent. Buyer's exclusive remedies with respect to any goods furnished by Seller hereunder that are found to be defective or otherwise not in conformity with any warranty or this contract shall be limited exclusively to the right to replacement thereof or to repayment of the price, as above provided. Seller's liability for any other breach of this contract shall be limited to the difference between the delivered price of the goods covered hereby and the market price of such goods at Buyer's destination at the time of such breach. IN NO EVENT SHALL SELLER BE LIABLE FOR PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF PROFIT, DELAY, OR ANY INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES WHETHER ARISING FROM CONTRACT, BREACH OF CONTRACT, TORT, SELLER'S NEGLIGENCE, STRICT LIABILITY, OR ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
EXCLUSIVE TERMS AND CONDITIONS; ACCEPTANCE; MODIFICATION: No terms or conditions other than those stated herein and no agreement or understanding, oral or written, in any way purporting to modify these terms and conditions shall be binding on Seller unless hereafter made in writing, specifically stating that it is a modification of these terms and conditions, and signed by Seller's authorized representative. Acceptance of the products sold hereunder by Buyer shall constitute assent to these conditions and Seller hereby objects to and rejects any and all additional or different terms proposed by Buyer, whether contained in Buyer's purchase order or shipping release forms, or elsewhere. All proposals, negotiations and representations, if any, made prior and with reference hereto are merged herein.
ASSIGNMENT: Neither party may assign its rights or obligations hereunder without the prior written consent of the other party.
GOVERNING LAW: This order and contract shall be governed exclusively by, and be construed in accordance with, the laws of the State of Ohio (except the conflicts of laws provisions thereof).