1. PAYMENT. Terms of payment are net cash prior to shipment in United States Dollars, unless otherwise stated elsewhere in this transmission.
2. TAXES. Prices are stated in United States Dollars and do not include any federal, state or local taxes, which are in addition to the purchase price and must be paid by the Purchaser. Any and all foreign duties and taxes are the responsibility of the Purchaser. Unless Purchaser furnishes Seller with a tax exemption certificate, any sales, use, excise or other similar taxes, where applicable, shall be added to the quoted purchase price and invoiced by Seller to Purchaser.
3. FREIGHT AND INSURANCE. All freight and insurance charges are the responsibility of the Purchaser unless otherwise agreed to between Seller and Purchaser and reflected in both a written Proposal and final Invoice or another document form.
4. DELIVERY. Unless otherwise stated elsewhere in this transmission, the purchase price is F. O. B. Place of Shipment and excludes skidding or crating for shipment.
5. INSPECTION. The Purchaser shall have the right to inspect the equipment during normal business hours at its location prior to purchase and / or the time of shipment.
6. NO WARRANTY. THE EQUIPMENT OR MERCHANDISE SOLD BY SELLER HEREUNDER IS SOLD AS IS AND WITHOUT WARRANTY. SELLER NEITHER MAKES NOR ASSUMES ANY LIABILITY UNDER ANY WARRANTY, WHETHER STATUTORY, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SELLER DOES NOT WARRANT THAT SUCH EQUIPMENT OR MERCHANDISE CONFORMS WITH ANY PLANS OR SPECIFICATION OF PURCHASER OR OTHERS OR MEETS ANY REQUIREMENTS OF ANY FEDERAL, STATE OR LOCAL LAWS, REGULATIONS OR ORDINANCES PERTAINING TO SAFETY OR INSURANCE REQUIREMENTS.
7. USED EQUIPMENT. IT IS UNDERSTOOD THAT THE PURCHASE OF ANY USED EQUIPMENT IS ''AS IS'' AND '' WITH ALL FAULTS.''
8. DEFAULT. If the buyer shall default in the performance of any of its obligations hereunder, then in addition to any and all other rights or remedies which Seller may have against Buyer, Buyer shall be liable to Seller for all court costs and attorney's fees incurred in enforcing terms and provisions of this agreement.
9. PURCHASER'S RESPONSIBILITY AND INDEMNITY. It shall be Purchaser's responsibility to ensure that any equipment purchased from Seller is installed and operated in a proper and safe manner. Purchaser also acknowledges that it may have to install or change guards, safeties, warnings or other components to ensure that the machine will conform to all laws, regulations, ordinances, codes, insurance requirements and industry standards. Purchaser agrees to defend, indemnify and hold harmless Seller from and against all suits, claims, costs and expenses, including reasonable attorney's fees, for personal injury, death or property damage arising from the purchase, ownership or use by the Purchaser, Purchaser's agent, employees or independnt contractors of the equipment purchased.
10. NON-LIABILITY OF SELLER. Seller shall not be liable for its failure to perform hereunder due to any contingency beyond its reasonable control, including acts of God, fires, floods, wars, sabotage, accidents, labor disputes or shortages, government laws, regulations, ordinances or codes, inability to obtain material, material equipment or transportation and any similar or different contingencies. In no event, whether as a result of breach of contract or warranty or tort (including negligence), will Seller be liable for any incidental or consequential damages including, but not limited to, damages for loss of revenue, cost of capital, claims of customers for service interruptions or failure of supply, and costs and expenses incurred in connection with labor, overhead, transportation, installation or removal of products or substitute facilities or supply sources.
11. MODIFICATIONS. Purchaser acknowledges that these are the only terms and conditions of sale and are intended by the parties as a complete and exclusive statement of the terms of their agreement, and supersedes all prior agreements, written or oral, and upon issuance of Seller's invoice or acknowledgment will become part of that invoice or acknowledgment. No course of prior dealings between the parties and no usage of the trade shall be relevant to determine the meaning of any agreement with Seller even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code is used herein, the definition contained in the Code shall control. Any variation from the terms hereof contained in Purchases acceptance is hereby rejected. The Agreement of which these terms are a part can be modified or rescinded only by a writing signed by both parties or their duly authorized agents.
12. CONSTRUCTION. These terms and conditions of sale and any agreement of which they are part, shall be construed in accordance with the laws of the State of Texas.
13. QUOTATIONS. All quotations are made for immediate acceptance and are subject to withdrawal, change and prior sales without notice.
14. LIMITATION OF REMEDIES. NO CLAIM OF ANY KIND SHALL BE GREATER IN AMOUNT THAN THE PURCHASE PRICE OF THE MERCHANDISE IN RESPECT OF WHICH SUCH DAMAGES ARE CLAIMED, AND FAILURE TO GIVE NOTICE OF CLAIM WITHIN THIRTY (30) DAYS FROM THE DATE OF DELIVERY OR THE DATE FIXED FOR DELIVERY (IN THE EVENT OF NONDELIVERY), SHALL CONSTITUTE A WAIVER BY BUYER OF ALL CLAIMS IN RESPECT OF SUCH MERCHANDISE. THE REMEDY HEREBY PROVIDED SHALL BE THE EXCLUSIVE AND SOLE REMEDY OF BUYER ANY RIGHT TO CONSEQUENTIAL AND INCIDENTAL DAMAGES IS EXCLUDED.
15. TIME FOR BRINGING ACTION. Any action by Buyer for breach of any agreement of which these Terms are a part shall be commenced within thirty days after the cause of action has accrued