Terms of Sale

  1. AGREEMENTS AND LIMITATIONS. The Agreement between Seller and Buyer (the "Sales Contract") with respect to the sale of goods described on the other side hereof or attached hereto (the "Goods") shall consist of the terms appearing hereon and on the other side hereof or attached hereto, together with any additions or revisions of such terms mutually agreed to in writing by Seller and Buyer. Seller shall not be bound by any additional or different terms, whether printed or otherwise, in Buyer's Purchase Order or in any other communication from Buyer to Seller unless specifically agreed to by Seller in writing. The Sales contract shall be for the benefit of Seller and Buyer and not for any other person. Prior courses of dealing, trade usage and verbal agreements not reduced to a writing signed by seller, to the extent they modify, add to or detract from the Sales Contract, shall not be binding on Seller.
  2. TERMINATION OR MODIFICATION. If all or part of the Sales Contract is terminated, Buyer, in the absence of a contrary written agreement with Seller, shall pay termination charges based upon expenses and costs incurred in the production of Goods to the date such termination is accepted by Seller plus a reasonable profit, except that any Goods completed on or prior to Seller's acceptance of such termination shall be accepted and paid for in full by Buyer.
  3. PRICE AND PAYMENT. Unless otherwise provided on the Sales Contract, price is F.O.B. Seller's point of shipment, and terms of payment shall be Net 30 days from date of invoice. If the Sales Contract is for more than one unit of Goods, the Goods may be shipped in a single lot or in several lots at the discretion of Seller, and each such shipment shall be paid for separately. Seller may require full or partial payment or payment guarantee in advance of shipment whenever, in its opinion, the financial condition of Buyer so warrants.
  4. MOLDS OR TOOLS. Molds or tools furnished by Buyer, and changes in molds or tools at the request of Buyer, shall be maintained by Buyer. Molds or tools furnished by Seller shall be maintained by Seller for the lesser of their ordinary usable life or two years after their last use, whichever is less, and may thereafter by used or disposed of by Seller in its sole discretion. Molds or tools in the possession of Seller are not insured by Seller and Buyer assumes all risk of loss or damage. Seller shall have a lien on all molds or tools of Buyer in its possession to secure payment of any sums owing to Seller by Buyer.
  5. TAXES. Prices do not include taxes. All taxes and other governmental charges upon the production, sale or use of Goods, to the extent required or not forbidden by law to be collected by Seller from Buyer, shall be paid by Buyer to Seller unless Buyer furnishes Seller with exemption certificates acceptable to taxing authorities.
  6. DELIVERY AND QUANTITIES. Delivery dates are not guaranteed but are estimated on the basis of immediate receipt by Seller of all information to be furnished by Buyer and the absence of delays, direct or indirect, resulting from or contributed to by circumstances beyond Seller's reasonable control. Seller shall in good faith endeavor to meet estimated delivery dates. Seller may ship overages or underages to the extent of 5% of quantity ordered. Claims for shortage or rejections must be made within ten days after receipt of goods. The receipt and acceptance of a consecutive shipment will automatically mean acceptance of the previous shipment.
  7. COMMERCIAL LIMITS. Unless otherwise expressly specified in the Sales Contract, commercial limits shall be plus or minus 0.010".
  8. RETURNED GOODS. Buyer shall not return Goods unless authorization has been received from Seller.
  9. RISK OF LOSS. Buyer assumes all risk of loss of Goods upon delivery by Seller to the carrier.
  10. SPECIFICATIONS AND SUITABILITY. Where Goods are produced for the Buyer pursuant to specifications, Buyer shall be solely responsible for determining the suitability of such specifications, including design and material, and all changes that may be made therein. Recommendations by Seller regarding design changes or material are made subject to evaluation by Buyer who shall be solely responsible for determining the suitability of such recommendations for Buyer's uses and purposes.
  11. WARRANTIES. Seller warrants to Buyer for a period of 90 days from date of shipment that Goods at the time of shipment will be free from defects of material and workmanship and will be in accordance with specifications which are made a part of the sales contract by reference thereto. Seller's sole obligation under the foregoing warranties will be limited to either, at Seller's option, replacing or repairing defective Goods or refunding the purchase price for such Goods theretofore paid by Buyer, and Buyer's exclusive remedy for breach of any of such warranties will be enforcement of such obligation of Seller. These warranties will not extend to Goods subjected to misuse, neglect, accident or improper installation or maintenance or which have been altered or repaired by anyone other than Seller or its authorized representative. In addition defects caused or attributable, in whole or in part, to molds furnished by Buyer or to changes in molds made at the request of Buyer, shall not be subject to the foregoing warranties and shall be the sole responsibility of Buyer. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE AND OF ANY OTHER TYPE, WHETHER EXPRESSED OR IMPLIED.
  12. REMEDIES AND LIMITATION OF LIABILITY. In the event Buyer claims Seller has breached any of its obligations under the sales contract, whether of warranty or otherwise, Seller may request the return of the goods and tender to Buyer the purchase price theretofore paid by Buyer, and in such event, Seller shall have no further obligation under the sales contract except to refund such purchase price upon redelivery of the Goods. If Seller so requests the return of Goods, the same will be redelivered to Seller in accordance with Seller's instructions and at Seller's expense. The remedies contained in this and the preceding paragraph shall constitute the sole recourse of Buyer against Seller for breach of any of Seller's obligations under the Sales Contract, whether of warranty or otherwise. In no event shall Seller be liable for consequential damages nor shall Seller's liability on any claim for damages arising out of or connected with the Sales Contract or the manufacture, sale, delivery or use of Goods exceed the purchase price of Goods. Seller shall not be liable for failure to perform its obligations under the Sales Contract resulting directly or indirectly from or contributed to by acts of God; acts of Buyer, civil or military authority; priorities; fires; strikes or other labor disputes; accidents; floods; epidemics; war; riot; delays in transportation; lack of or inability to obtain raw materials, components, labor, fuel or supplies; or other circumstances beyond Seller's reasonable control, whether similar or dissimilar to the foregoing.
  13. PATENTS. Buyer shall hold Seller harmless against any rightful claim of infringement of any United Stated Letter of Patent or Trade Mark. Seller makes no warranty that Goods will be delivered free of the rightful claim of any third person by way of infringement or the like.
  14. GOVERNING LAW AND LIMITATION. The formation and performance of the Sales Contract shall be governed by the uniform commercial code as adopted in the State of Florida. Whenever a term defined by said uniform commercial code is used in these standard provisions, the definition contained in said uniform commercial code is to control. Any action for breach of the Sales Contract or any covenant or warranty must be commenced within one year after the cause of action has accrued