Farley & Associates, Inc. Standard Terms of Sale
- Seller’s prices are based on these sales terms and (i) this document, together with any additional writings signed by Seller, represent a final, complete and exclusive statement of the agreement between the parties and may not be modified, supplemented, explained or waived by parol evidence. Buyer’s purchase order, a course of dealing, Seller’s performance or delivery, or in any other way except in writing signed by an authorized representative of Seller, and (ii) these terms are intended to cover all activity of Seller and Buyer hereunder, including sales and use of products parts and all related matters (references to products include parts). Any references by Seller to Buyer’s specifications and similar requirements are only to describe the products covered hereby, and no warranties or other terms therein shall have any force or effect. Catalogs, circulars and similar pamphlets of the Seller are issued for general information purposes only and shall not be deemed to modify the provisions hereof.
- The agreement formed hereby and the language herein shall be construed and enforced under the Uniform Commercial Code as in effect in the State of Seller’s head office on the date hereof.
- Any sales, use or other similar type taxes imposed on this sale or on this transaction are not included in the price. Such taxes shall be billed separately to the Buyer. Seller will accept a valid exemption certificate from the Buyer if applicable; however, if an exemption certificate previously accepted is not recognized by the governmental taxing authority involved and the Seller is required to pay the tax covered by such exemption certificate. Buyer agrees to promptly reimburse Seller for the taxes paid.
- All products shall be finally inspected and accepted within ten (10) days after receipt at point of delivery. All claims whatsoever by Buyer (including claims for shortages) excepting only those provided for under the WARRANTY AND LIMITATION OF LIABILITY AND PATENTS Clauses hereof must be asserted in writing by Buyer within said ten (10) day period or they are waived. If this contact involves partial performances, all claims must be asserted within said ten (10) day period for each partial performance. There shall be no revocation of acceptance. Rejection may be only for defects substantially impairing the value of products and Buyer’s remedy for lesser defects shall be those provided for under the WARRANTY AND LIMITATION OF LIABILITY Clause.
- Seller shall not be responsible for nonperformance or delays in performance occasioned by any causes beyond Seller’s reasonable control, including, but not limited to labor difficulties, delays of vendors or carriers, fires, governmental actions and material shortages. Any delays so occasioned shall affect a corresponding extension of Seller’s performance dates which are, in any event, understood to be approximate. In no event shall Buyer be entitled to incidental or consequential damages for late performance or failure to perform.
- If Buyer wrongfully rejects or revokes acceptance of items tendered under this agreement, or fails to make a payment due on or before delivery, or repudiates this agreement, Seller shall have a right to recover damages as stated herein. Upon recovery of the damages, the items involved shall become the property of the Buyer. If payment is not made upon demand and default occurs, Buyer promises to pay all costs and expenses of collection and reasonable attorney’s fees incurred by Seller hereof on account of such collection, whether or not suit is filed thereon. In any action brought under or arising out of this transaction, the Buyer, including its successors or assigns, hereby consents to the jurisdiction of any competent court within the State of Oklahoma, and consent to service or process by any means authorized by Illinois law.
- Seller warrants that its products and parts, when shipped, will meet all applicable specification (unless otherwise noted in writing) and other specific product requirements (including those of performance) if any, of the agreement, will be of good quality, and will be free from defects in material and workmanship. All claims for defective products or parts under this warranty must be made in writing immediately upon discovery and, in any event, within one (1) year from shipment of the applicable item. Defective items must be held for Seller’s inspection and returned to the original F.O.B. point upon request. THE FOREGOING IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES WHATSOEVER, EXPRESS, IMPLIED AND STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS.
- Upon Buyer’s submission of a claim as provided above and its substantiation, Seller shall at its option either ( i ) repair or replace its product or part at the original F.O.B. point of delivery or (ii) refund an equitable portion of the purchase price.
- The foregoing is Seller’s only obligation and Buyer’s only remedy for breach of warranty, and except for gross negligence, willful misconduct, and remedies permitted under the PERFORMANCE, INSPECTION AND ACCEPTANCE and the PATENTS Clause hereof, the foregoing is Buyer’s only remedy hereunder by way of breach of contract, tort or otherwise, in no event shall Buyer be entitled to incidental or consequential damages. Any action for breach of this agreement must be commenced within two (2) years after the cause of action has accrued.