MicroTube Fabricators Corporation STANDARD SALES TERMS and CONDITIONS
1. PRICES - Prices on material covered may be adjusted at Seller’s option. Seller may adjust prices (a) to those Seller has in effect of the time of shipment; (b) in the event that Seller cancels, to cover labor expended, material procured, processed or partly processed, and reasonable overhead expenses applicable thereto; and in the event of (c) delays, acceptable by Seller or (d) Seller’s specific consent to deliver material beyond a 12 month period from the initial contract date, to cover the additional charges involved through (c) or (d).
2. TAXES - The Buyer shall reimburse the Seller for all taxes, excises or other charges which the Seller may be required to pay to any Government (National, State or Municipal) upon the sale, production or transportation of the products sold hereunder.
3. DELIVERY - Unless otherwise specified by written agreement, all sales are made ExWorks 12244 Willow Grove Road, Camden, DE USA (Incoterms® 2010), and title is deemed to pass upon shipment of the goods. Seller shall not be liable for any delay in the delivery or shipment of products or for any damage suffered to the Buyer by reason of such delay. When such delay is directly or indirectly caused by or in any manner arises from fires, floods, accidents, riots, war, government interferences, strikes, shortages of labor or materials, in-adequate transportation facilities or any other cause or causes beyond its reasonable control. Nor shall Seller be under obligation to insure any material affected by their contract. Acceptance by carriers of the materials shall constitute delivery, and all risk and loss thereafter is assumed by the Buyer.
4. STANDARDS - The product furnished hereunder shall be produced and their amounts determined in accordance with Seller’s standard practices. Buyer agrees that among Seller’s standards practices are included the measurement of tubing by weight and converting the weight to footage or pieces, in addition to direct counting. All products however, including those produced to meet exact specification, shall be subject to trade practices, tolerances and variations.
5. CANCELLATIONS - Buyer may not cancel this contract or any part thereof unless by written agreement. Seller reserves its right to cancel this contract owing to (a) its inability to perform due to war, fire, flood, storms, strikes, lock-outs, riots, civil commotions, embargoes and acts of God; (b) a change in the identity of Buyer; (c) failure on the part of the buyer to pay within thirty 30 days any amount owing to Seller on account hereof; or (d) for any other reason that Seller finds it impossible, despite its best efforts, to perform hereunder.
6. WARRANTIES - Seller neither makes nor assumes any warranties, expressed or implied, unless by a written agreement executed by it subsequent to the making hereof. Without limiting the foregoing in any way, Seller makes no warranty of fitness of material for any purpose. Anything herein to the contrary notwithstanding, should Buyer be entitled to collect damages hereunder or in any connection whatsoever with the transaction herein represented. Buyer agrees that the damages shall not consist of any sum or sums or anything other than a replacement of the tubing covered hereby, or its dollar value of the time(s) of occurrence of any alleged damage.
7. WAIVER - The failure of Seller to insist, in any one or more instances, upon the performance of any of the terms, covenants or conditions of this contract or to exercise any right hereunder shall not be construed as a waiver or relinquishment of the future performance of any such term, covenant or condition or the future exercise of such rights, nor shall it be deemed to be a waiver or relinquishment of any other term, covenant or condition, or the exercise of any other rights under this contract.
8. MODIFICATION OF CONTRACT - This document contains the entire contract between Buyer and Seller in relation to the items listed on it and supersedes any documents or any understanding, verbal or written, between the parties prior hereto. From the date hereof onward no terms and conditions other than those stated herein, and no agreement or understanding, oral or written, in any way purporting to modify these terms or
conditions, whether contained in Buyers purchase or shipping release forms, or elsewhere, shall be binding on Seller hereinafter unless made in writing and signed by Seller’s authorized representative.
9. ERRORS - Anything to the contrary herein notwithstanding, Seller reserves the right to correct all stenographic or arithmetical errors which may appear on this contract, or any invoice relating thereto.
10. ASSIGNMENTS - Buyer, in making this contract, does not do so in dependent upon the performance thereof by Seller but merely looks to Seller to provide to Buyer at the times and places agreed, and for the amounts specified, all subject to the terms hereof, the materials as described herein, and therefore accords to Seller a free right to assign to such assignees as it may see fit or all of in obligation hereunder and to retain Seller’s right to collect the amounts due from the Buyer hereunder.
11. APPORTIONMENT - In the event that for any reason whatsoever Seller has performed some portion of its obligations hereunder and is prevented from performing the balance thereof, including by reason of Seller’s cancellation hereunder pursuant hereto. Seller reserves the right to collect from Buyer and appropriate proportion of the total amount Buyer agrees to pay Seller.
12. ACCELERATION - Should this agreement comprehend deliveries in installments by Seller, and after demand therefore Buyer fails to pay Seller for any such installment within 30 days. Seller at his election may forthwith declare the amount owing for a portion or all of the future installments as immediately due, and may collect therefore upon tendering delivery of such portion or whole of the material.
Revised August 8, 2012