1. DEFINITIONS IN THESE CONDITIONS
"Seller" means Synova LLC, whose registered office is at 525 Maxtown Road, Westerville, OH 43082 USA. "Buyer" means the person, firm, or company with whom a contract for the sale and purchase of Goods from the Seller is reached; "Goods" means the products which are the subject matter of an order from the Buyer; "Order" means the order placed by the Buyer for the supply of the Goods from the Seller.
2. GENERAL
a) The terms of business set out below cancel all previous agreements, written or oral.
b) These terms form the entire agreement between Buyer and Seller. These terms, which may be modified from time to time, apply to all present and future Orders between Buyer and Seller unless such modified terms are agreed to by Buyer and Seller.
c) No modification to these terms shall be binding unless expressly agreed to in writing by a director, officer, or other authorized agent of the Seller.
d) Seller shall not be bound by terms and conditions on the Buyer’s purchase order unless they are specifically agreed to in writing, in whole or in part, by a duly authorized director, officer or other authorized agent of the Seller.
e) Clerical and stenographic errors are subject to correction.
3. OFFER
a) None of the Seller’s catalogues, price lists and/or sales literature constitutes an offer made by the Seller and no associated illustrations, specifications, performance schedules or other information shall be deemed to be part of any contract between the Seller and the Buyer.
4. PRICE
a) The price of the Goods shall be as set forth in the Seller’s current quotation and are good for the quotation period. Seller reserves the right to change the price without notice after the quotation has expired.
b) The price of the goods will be exclusive of any tax imposed by the law of any City, State, Federal or other governmental authority on the manufacture or sale of the products. The Buyer is responsible for all such applicable taxes.
c) Prices are based on the quantities specified and up on production in accordance with schedules as outlined herein, any quantity changes may be subject to a price adjustment.
d) Agreed prices are exclusive of shipping and handling. Shipping and handling terms shall be as stated in the Sellers confirmation of Order.
e) The Buyer shall not be entitled to make any deduction from the price of the Goods for alleged right of set-off or counterclaim.
5. DELIVERY
a) The Seller will deliver the Goods ordered to the address specified by the Buyer, but from the time of shipment of the Goods from the Seller’s premises or origin location until such delivery to Buyer’s specific location, unless otherwise agreed to by the Buyer and Seller, the risk of any loss or damage to or deterioration of the Goods, howsoever arising, shall be Buyer’s responsibility.
b) Any shipment date or delivery time specified is a business estimate only and the Seller shall not be liable for any loss suffered by reason of failure to comply therewith.
RESULT OF FIRE, STRIKES, FAILURE OF VENDORS TO DELIVER MATERIALS, CASUALTIES, DELAYS IN TRANSPORTATION OR OTHER FACTORS BEYOND ITS CONTROL. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR ANY DAMAGES GROWING OUT OF OR OWING TO ANY DELIVERY DELAYS WHATSOEVER.
c) Any delay of delivery proximately caused by the Buyer may result in additional fees imposed by the Seller.
6. EXPORT
a) Where the Goods are supplied for export from the United States of America, the following provisions shall apply.
b) The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
c) Unless otherwise agreed in writing between the Buyer and the Seller the Goods are Ex-works our facility.
d) The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent upon inspection and is made after the delivery date.
e) Unless credit terms are specifically agreed, payment of all amounts due to the Seller shall be made by irrevocable letter of credit opened by the Buyer in favor of the Seller and confirmed by a bank in the United States of America acceptable to the Seller or, by advanced payment prior to shipment of the goods.
7. PAYMENT
a) Where the Buyer maintains a credit account with the Seller, payment for the Goods shall be due in full in quoted currency, within agreed upon credit terms. If credit terms are not established, the delivery of the Seller’s invoice and accompanying statement constitutes a request for immediate payment and delivery of the Goods shall not be made until payment is received in full.
b) Remittances to be made by check or money order should be payable to Synova and sent to 417 E. Water Street, Urbana, OH 43078 USA.
c) All invoices payable by the Buyer shall be paid within agreed upon credit terms. Any payment not made to Seller when due shall be subject to the service charge of one and one-half percent (1-1/2%) per month (or, if lower, the maximum amount permitted by law) on the unpaid balance until paid. Buyer shall pay Seller all costs and expenses (including reasonable attorneys’ fees) incurred by Seller in collecting overdue amounts or enforcing Seller’s rights hereunder. Seller reserves, and Buyer grants to Seller, a purchase money security interest in the Products to secure Buyer’s payment of the purchase price and any other charges owed by Buyer and Buyer agrees that Seller may take all actions as Seller deems advisable to evidence and perfect such security interest.
d) The Seller reserves the right at its discretion to demand immediate payment on any account whether due or not if the Goods or services are delivered/completed in installments. The Seller shall be entitled to invoice and receive payment for each installment as and when each installment is delivered/completed notwithstanding non-delivery/non-completion of other installments or other default by the Seller.
e) The Seller may at any time alter or suspend credit, refuse to ship, or cancel unfilled orders when, in the Seller’s reasonable opinion, the financial condition of the Buyer or the status of its account warrants, or when delivery is delayed by fault of the Buyer, or the Buyer is delinquent in any payment.
8. OWNERSHIP OF PROPERTY
a) Notwithstanding delivery of the Goods to the Buyer or into custody on the Buyer’s behalf, legal and equitable ownership of the Goods shall remain with the Seller until all indebtedness of the Buyer to the Seller whether in respect of the Goods themselves or any other Goods on the premises and in such a manner that they are readily identified as the property of the Seller. Until such time as the legal and equitable ownership has transferred, the Seller shall be entitled to repossess the Goods (in whole or in part) from any premises where they are held. Throughout such time that the Goods remain the property of the Seller the Buyer shall insure the same for their full replacement value to the reasonable satisfaction of the Seller with a reputable insurance company.
b) The Buyer may sell the Goods by way of bona fide sale in the ordinary course of business on its standard terms and conditions and by way of sale as principal (not as agent); the Buyer may not otherwise deal with, sell, part with possession of, consume or otherwise dispose of the Goods until ownership thereto is passed to the Buyer in accordance with (a) above. Until ownership of the Goods has transferred to the Buyer, the Buyer has a revocable license to use.
c) The Buyer’s license in (b) above shall forthwith terminate automatically(without notice) upon the Buyer being in breach of any of these conditions if the Buyer becomes bankrupt or has a bankruptcy petition served on him or has a receiving order made against him or, if the Buyer is a company, has a receiver appointed of all or any part of its property or if a petition shall be present or a resolution passed to wind-up the Buyer or if any sums due to the Seller from the Buyer become overdue, and the Seller may without prejudice to any other rights or remedies available to it without notice terminate all or any part of any contract with the Buyer or suspend or cancel deliveries there under.
d) ln furtherance of (c) above the Buyer gives the Seller irrevocable authority, without notice, to enter the premises of the Buyer for the purpose of collecting and removing the Goods.
9. WARRANTIES
a) All Goods sold by the Seller hereunder will, at the time and place of delivery, meet current industry standards with respect to materials and workmanship, and be free from defects that make the Goods not fit for their regular and ordinary purpose. The Seller shall pass good and marketable title of the Goods to the Buyer, free and clear of any liens or security interests of third parties.
b) The warranty set forth in (a) or other express warranties set forth and agreed to by Seller and Buyer are the only warranties made by the Seller to the Buyer with respect to the Goods sold hereunder. THE SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO GOODS SOLD PURSUANT TO THIS AGREEMENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10. LIABILITY
a) IN NO EVENT SHALL THE SELLER’S LIABILTY TO THE BUYER IN ANY MANNER WHATSOEVER (WHETHER UNDER THE LAW OF CONTRACT, TORT OR OTHERWISE) IN RESPECT OF THE GOODS EXCEED THE PRICE ACTUALLY PAID BY THE BUYER FOR THE RELEVANT GOODS.
b) THE SELLER SHALL IN NO CIRCUMSTANCES BE LIABLE FOR LOSS OF PROFIT, INCOME, GOODWILL OR ANY LOSS ARISING FROM ANY CLAIM AGANST THE BUYER OR BY ANY THRD PARTY, OR ANY CONSEQUENTIAL OR INDIRECT LOSS DAMAGE OR EXPENSE OF ANY KIND HOWSOEVER CAUSED OR ARISING.
11. DEFECTS
a) SHOULD ANY PRODUCT FURNISHED BY US PROVE DEFECTIVE, ADJUSTMENT WILL BE CONSIDERED BY US ONLY UPON WRITTEN NOTICE SUBMITTED BY THE BUYER WITHIN 15 DAYS AFTER BUYER’S RECEIPT OF THE PRODUCTS. IN THE EVENT THAT THE BUYER IS ENTITLED TO REMEDIES OR DAMAGES UNDER THIS CONTRACT. BUYERS REMEDIES AND DAMAGES WILL BE LIMITED TO THE DIFFERENCE BETWEEN THE MARKET PRICE OF THE GOODS AT THE TIME OF BREACH BY SELLER AND THE CONTRACT PRICE, OR THE REPLACEMENT OF OR AT SELLER’S OPTION, THE ISSUANCE OF CREDIT FOR, ANY PRODUCTS FOUND DEFECTIVE IN MATERIALS OR WORKMANSHIP.
b) SELLER WILL NOT ALLOW OR PAY ANY CLAIMS OF ANY NATURE WHATEVER ARISING OUT OF THE USE OR FURTHER PROCESSING THEREOF BY THE BUYER. SELLER SHALL HAVE NO RESPONSIBILITY UNLESS FULL OPPORTUNITY IS GIVEN FOR INVESTIGATION BY ITS REPRESENTATIVES. PRODUCTS MAY NOT BE RETURNED EXCEPT BY WRITTEN PERMISSION FROM SELLER, AND RETURNS MADE UNDER ANY OTHER CONDITIONS WILL NOT BE ACCEPTED BY IT.
c) NO ALTERNATE METHOD OF MEASURING DAMAGES SHALL APPLY AND BUYER SHALL NOT BE ENTITLED TO AND HEREBY WAIVES, ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, COMPENSATORY, OR GENERAL DAMAGES EXCEPT AS STATED HEREIN.
12. CANCELLATION
a) No Order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labor and materials used), damages. charges and expenses incurred by the Seller as a result of cancellation.
13. SAMPLES
a) The production or exhibition of a sample of the Goods prior to the placing of an Order shall not be taken to constitute a sale by sample.
14. SALE BY DESCRIPTION
a) The description given to the Goods in any quotation, order or confirmation of order is, for the purpose of identification only and the use of such description shall not constitute a sale by description.
15. INTELLECTUAL PROPERTY
a) When products are made to design or specifications furnished or approved by Buyer, Buyer agrees to save and hold Seller harmless against any claim or demand based upon infringement of any intellectual property or application therefore.
b) It is understood that there is no obligation on the part of the Seller, its agent or servants to treat as confidential any disclosure concerning the products covered by this agreement. The validity or scope of any intellectual property right claimed by the Buyer pertaining in any way to the products may be contested in any way whatsoever by the seller.
c) It is understood by the Buyer that any intellectual property owned by the Seller relating to the Goods sold constitutes a non-transferrable revocable license to use such intellectual property for the Goods intended use only.
d) It is understood by the Buyer that any business or technical information provided by the Seller including quotations, drawings, specifications or other information relating to the Goods sold shall only be disclosed to the Buyer or authorized agents or representatives of the Buyer and ownership re mains with the Seller.
16. STATUTORY AND OTHER REGULATIONS
a) If the cost to the Seller of performing its obligations under these conditions shall be increased by reason of the making or amendment after the date of tender of any law or of any Order, regulation of by-law having force majeure that shall affect the performance of its obligations under these conditions, the amount of such increase shall be added to the contract price.
17. FORCE MAJEURE
a) Neither the Seller nor the Buyer shall be liable for any delay or failure in performance hereunder resulting from or attributable to Acts, events, omissions, accidents or Acts of God or other circumstances beyond the reasonable control of the party to perform them and the performance of such obligations shall be suspended for such time as the circumstances aforesaid last and the party affected shall not be liable for any delay occasioned thereby. Provided that if such delay shall extend beyond a reasonable time the party not affected by the circumstances aforesaid may by notice in writing cancel any or all deliveries not made and no liability shall by reason of such cancellation attach to either party. The foregoing shall in no circumstances apply to the Buyer's obligation to make payment for Goods delivered to it under the Contract.
18. LAW
a) These conditions should be given and construed in accordance with the laws of the United States of America.
19. SEVERANCE
a) If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.
20. WAIVER
a) No waiver by the Seller of any breach of these conditions shall be considered a waiver of any subsequent breach of the same or any other condition.
21. HEADINGS
a) The headings of these conditions do not form part of the conditions and shall not affect the interpretation.