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Purchaser understands and agrees that all payments are due net 30. All amounts not paid
on or before the due date will be deemed PAST DUE and shall be assessed a finance
charge of 1 1/2% per month, which is an annual percentage rate of 18%. Purchaser agrees that
all invoices and monthly statements issued by McClure Industries, Inc. (hereafter "Seller") are
accurate in all respects unless Purchaser notifies Seller within I0 days of receipt. Purchaser
agrees that all sales are subject to these Terms and Conditions. In the event it becomes
necessary to refer any amount to an attorney for collection, Purchaser agrees and promises to
pay Seller’s reasonable attorney's fee and collection costs, even though no suit action or
arbitration is filed or commenced. If a legal proceeding is commenced, Purchaser agrees to
pay Seller’s reasonable attorney's fees in such proceeding or any appeal thereof, as determined
by the trial court, arbitrator, or appellate court. Purchaser understands and agrees that Seller,
at its option, reserves the right to choose the venue of any suit or action brought to collect
any amount, and Purchaser consents to such venue.
STANDARD TERMS AND CONDITIONS APPLYING TO ALL SALES
All sales of material or equipment by Seller are expressly conditioned upon the
terms and conditions set forth below. Any additional or different terms or conditions
set forth in the purchase order of the Purchaser or in any similar such communication
are hereby objected to by Seller and shall not be binding nor effective unless assented
to in writing by an authorized representative of Seller.
PRICES AND TERMS
Unless otherwise stated, all prices quoted by Seller are subject to change without notice.
Prices do not include sales, use, excise, value added or similar taxes and, where applicable,
such taxes shall be as a separate item and paid by the Purchaser. Any deviation after placement
of order such as changes in quantity or partial release will be subject to the manufacturer's
terms and conditions where applicable. Unless otherwise noted, all sales are made f.o.b. point
of shipment with freight allowed to common free delivery point nearest destination within the
United States, except Alaska and Hawaii; in all cases, title shall pass upon delivery to the
carrier at point of shipment and thereafter all risk of loss or damage shall be upon the Purchaser.
Extra labor or mechanical facilities required to unload shall be provided by Purchaser without any
cost to Seller.
DELIVERY
Factory shipping dates given in advance of actual shipment are estimates by the manufacturer and
are based upon prompt receipt of all necessary information. Quoted shipping dates are based on
time after receipt of order at factory, with complete information, until merchandise is delivered
to common carrier. Seller shall not be liable for failure to deliver or for delays in delivery or
performance due to (1) causes beyond its reasonable control, or (2) acts of God, acts of Purchaser,
acts of civil or military authority, priorities or other governmental allocations or controls,
fires, strikes or other labor difficulties, riots and other civil disturbances, delays in its usual
source of supply, delays in transportation, or (3) any other commercial impracticability. In the
event of any such delay, the date of delivery or performance shall be extended for a period equal to
the time lost by reason of the delay.
PAYMENT
Each shipment or delivery shall be deemed to have been sold under a separate and independent contract.
If, in the judgment of Seller, the financial condition of the Purchaser at the time of manufacture or
shipment does not justify the terms of payment specified, Seller reserves the right to require full
or partial payment before manufacture or shipment and to suspend any further performance until such
payment has been received.
WARRANTIES
Material and equipment distributed by Seller are the products of reputable manufacturers sold under
their respective brand or trade names. Seller shall use its best efforts to obtain from each
manufacturer, in accordance with the manufacturer’s warranty (copies of which will be furnished
upon request) or customary practice, the repair or replacement of products that may prove defective
in material or workmanship. The foregoing shall constitute the exclusive remedy of the purchaser
and the sole obligation of Seller. Except as to title, THERE ARE NO WARRANTIES, WRITTEN, ORAL,
IMPLIED, OR STATUTORY relating to the described material or equipment which extend beyond that
described in this paragraph. NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY.
LIMITATION OF LIABILITY
Seller's liability on any claim for loss or damage arising out of this contract or from the
performance or breach thereof or connected with the supplying of material or equipment hereunder,
or its sale, resale, operation or use, whether based on warranty, contract, negligence or other
grounds shall not exceed the price allowable to such material or equipment or part thereof
involved in the claim. Seller shall not, under any circumstances, be liable for any labor charges
unless agreed upon in advance by Seller. Seller shall not in any event be liable for special or
consequential damages including, but not limited to, loss of profits or revenue, loss of use of
the product or any associated product, cost of capital, cost of substitute products, facilities
or services, downtime costs, or claims of customers of the Purchaser for such damages. Except as
otherwise expressly set forth therein, the products are provided “As Is” without warranty of any
kind. In addition to the foregoing, the entire liability of Seller for loss or damages resulting
from the purchase of or use of the products sold hereunder regardless of the form of action,
whether in contract or in tort (including but not limited to negligence, strict liability or
otherwise) shall be limited to proven damages in an amount not to exceed the price paid to the
Seller for the products. Under no circumstances shall the Seller be liable to the Purchaser for
damages in excess of such amount regardless of how such damages arise.
CANCELLATION
Purchaser may cancel any order by mutual agreement based upon payment to Seller of reasonable
and proper cancellation charges.
RETURNED GOODS
Material and equipment may not be returned without the advance consent of Seller. All items
returned will be subject to a 15% restocking fee. All damages and freight costs will be the
responsibility of the Buyer.
ASSIGNMENT
Any assignment of any contract involving this order, or any rights there under, by the Purchaser
without the advance written consent of Seller shall be void.
HAZARDOUS BUSINESS
Material and equipment distributed by Seller has been designed and manufactured for use in
standard commercial, industrial and residential applications. If the material or equipment
is to be applied in any location which might be of a hazardous nature, such as atomic
installations, commercial or military aircraft, missile installations, space explorations
or other critical applications where a failure of a single component could cause substantial
harm to persons or property, Seller disclaims all responsibility unless it has received a
complete description of the application and has concurred that the product in question is
suitable for the proposed application. Such concurrence must be signed by an officer of the
Seller. Any questions should be referred to the manufacturer through Purchaser's location.
GENERAL TERMS
Any of the terms and provisions of Purchaser's order which are inconsistent with the terms
and provisions hereof shall not be binding on Seller and shall not be considered applicable
to the sale or shipment of the merchandise referred to herein. Unless Purchaser shall notify
Seller in writing to the contrary as soon as practicable after receipt of any quotation by
Purchaser, acceptance of the terms and conditions hereof by Purchaser shall be indicated, and,
in the absence of such notification, the sale and shipment by Seller of the merchandise
covered hereby shall be conclusively deemed to be subject to the terms and conditions herein.
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