TERMS & CONDITIONS
SHIPMENTS AND PAYMENTS
Shipments and deliveries hereunder shall at all times be subject to the approval of the Seller's Treasury Department. If the Buyer shall fail to make any payments in accordance with the terms and provisions hereof, the Seller, in addition to its rights and remedies, but not in limitation thereof, may, at its option, defer shipments or deliveries hereunder, or under any other contract with the Buyer, except upon receipt of satisfactory security or of cash before shipment.
Seller reserves the right to cancel Buyer's order in the event that selling price or prices, shall be established by the Government with respect to the items covered by Buyer's order which shall be lower than the price, or prices, indicated herein.
Prices named herein shall be subject to an additional charge to cover any existing or future Manufacturers, Sales, Use or similar tax which may be applicable.
Should any material furnished by Seller be defective in workmanship or materials or not be in accordance with any applicable warranty, it will be replaced free of charge, provided return or rejection of such material is made within thirty (30) days. Seller shall in no event be responsible for: (i) the cost of any work done by Buyer on material furnished hereunder (unless specifically authorized in each instance by Seller), or (ii) for any consequential damages, or (iii) for the design of products or their suitability for the purpose for which they are intended or used, except in cases where the products are of Seller's design and in any such case where the products prove to be defective or unsuitable for the purpose for which intended the Seller's liability is specifically limited to free replacement or refund of the purchase price, our option, provided return or rejection is made within a reasonable period. SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANT- ABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
PASSING OF TITLE
Property in the merchandise shall pass to Buyer upon delivery to carrier. Receipt by the carrier for merchandise constitutes delivery.
OVERRUNS AND UNDERRUNS
The quantity of goods ordered and shipped is subject to an overrun or underrun. The amount of possible overrun or underrun will depend on order size and product ordered.
Seller shall hold Buyer harmless against liability and direct (not consequential) costs resulting from infringement of U.S. patent by Seller-designed articles alone or in combination of Seller's design. Otherwise, Buyer shall hold Seller harmless. Party claiming indemnity hereunder must minimize damages and give prompt notice and full cooperation to indemnifier, who shall have sole right to defend or compromise.
DELAYS IN DELIVERIES
Seller shall under no circumstances be responsible for failure to fill any order or orders when due to: fires, floods, riots, strikes, freight embargoes or transportation delays, shortage of labor, inability to secure fuel, material, supplies or power at current prices or on account of shortages thereof, acts of God or of the public enemy, any existing or future laws or acts of the Federal or of any State Government (including specifically but not exclusively any orders, rules or regulations issued by any official or agency of any such government) affecting the conduct of Seller's business with which Seller in its judgment and discretion deems it advisable to comply as a legal or patriotic duty, or to any cause beyond the Seller's reasonable control.
AGREEMENT OF SALE
Any of the terms and provisions of Buyer's order which are inconsistent with the terms and provisions hereof shall not be binding on the Seller and shall not be considered applicable to the sale or shipment of the materials mentioned and referred to herein. Unless Buyer shall notify Seller in writing to the contrary as soon as practicable after receipt of this acknowledgment by Buyer, acceptance of the terms and conditions hereof by Buyer shall be indicated and, in the absence of such notification, the sale and shipment by the Seller of the materials covered hereby shall be conclusively deemed to be subject to the terms and conditions hereof.
No waiver, alteration or modification of any of the provisions hereof shall be binding on the Seller unless made in writing and agreed to by a duly authorized official of the Seller. Waiver by either party of any default by the other hereunder shall not be deemed a waiver by such party of any default by the other which may thereafter occur.