1. OFFER: A quotation from E B Industries, LLC (“Seller”) constitutes an offer to sell. Any purchase order or purchase order number received by Seller, whether verbal or written, shall be construed as a written acceptance of Seller’s offer and shall be filled in strict compliance with the terms and conditions of sale set forth herein.
  2. CONTROLLING TERMS: No oral understanding, agreement or other modification of the terms and conditions set forth herein shall have any force or effect whatever unless confirmed in writing by Seller at Farmingdale, NY. Any terms and conditions in Buyer’s purchase order which in any way modify, contradict or add to the provisions of this offer are material alterations to the terms of this offer and are rejected by Seller and waived by Buyer. If Buyer intends not to waive any such printed terms and conditions of sale, the purchase order shall bear on the face thereof in letters at least one-half inch high the words “This is a counter-offer”. Seller and Buyer shall then negotiate mutually acceptable terms and conditions, including additional charges as required.
  3. PRICES: Subject to the provisions of Paragraph 7, all prices quoted and deliveries are FOB Seller’s plant at Farmingdale, NY. Unless otherwise specified, all prices are subject to change without notice prior to Buyer’s acceptance of Seller’s offer. Unless otherwise specified, this quotation is for orders in the quantities shown herein. This offer shall be void and of no effect unless Seller receives Buyer’s acceptance within sixty (60) days from the date hereof. At Seller’s sole option, this offer may be revived if Seller receives an acceptance after sixty (60) days.
  4. DELIVERY: All shipments shall be FOB Seller’s plant with freight by the least expensive method of shipment. When at the Buyer’s instance other than the least expensive method is used shipments shall also be FOB Seller’s plant. Delivery shall occur, and risk of loss shall pass to Buyer, upon delivery of the material to a carrier at the point of shipment. Transportation shall be at Buyer’s sole risk and expense, and any claim for loss or damage in transit shall be against the carrier only.
  5. TERMS OF PAYMENT: Net 30 days unless otherwise specified on the quotation, subject to credit approval. Bills will be dated the day of shipment.
  6. PACKING: No charge will be made by Seller for packaging or casing any materials shipped in standard packages. Where special cases (such as wooden crates, military packaging etc.) are required or other than standard packing is necessary, the expense thereof will be charged to the Buyer.
  7. TAXES: Any excise, levies, retail sales or use taxes which Seller is required to pay or collect under any existing or future law or regulation (domestic or foreign), upon or with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation or any of the material covered hereby, shall be for the account of Buyer and, if paid or required to be paid by Seller, the amount thereof shall be added to the price payable by Buyer.
  8. DELAYS: Each order shall be subject to, and Seller shall be excused from, any prohibition, failure, interruption or delay in manufacture or delivery which may be occasioned by sabotage, fire, flood, explosion, labor dispute, strike, work stoppage, riot, insurrection, war, act of God, or priorities granted by request of or for the benefit, directly or indirectly, of any governmental body, authority or agency, or other cause beyond Seller’s control. In no event shall seller be liable for any consequential damages or claims for labor resulting from failure or delay in delivery, damages or defects (see paragraphs 11 and 12).
  9. VARIATIONS: Seller reserves the right to make partial shipments against the amount ordered and up to ten percent (10%) over the amount ordered unless it is otherwise specifically agreed.
  10. INDEMNITY AGAINST PATENT INFRINGEMENT: Buyer agrees to assume all patent liability for goods manufactured by Seller to Buyer’s design or specifications or specially designed by Seller to meet Buyer’s specifications.
  11. DEFECTS: Seller warrants to Buyer all of the services sold by it to buyer for a period of six (6) months from the date of shipment against defects in material (but only if Seller furnished such material) and workmanship only. Notice of any claimed defect and the right of inspection while the item is in the claimed defective condition must be given to Seller within the above six (6) month period. Any and all other warranties, including warranties of merchantability, express or implied, arising out of the work by Seller, and any and all obligations or liabilities of Seller to Buyer or any third party based on tort or other grounds arising out of the work by Seller, except as provided herein, are hereby excluded.
  12. DAMAGES FOR BUYER’S PROPERTY: Seller’s liability for Buyer’s property while such property is within Seller’s possession and control shall not exceed the fair value of such property or the price of the services sold by Seller for such property, whichever is less. Except as provided herein, by issuing an order to Seller, Buyer assumes the risk of any and all damage to its property arising out of the work by Seller. Seller shall not be liable for the reasonable wear and tear of such property.
  13. CANCELLATION: Orders received by Seller are not subject to cancellation except with Seller’s consent and after arrangement of terms which will indemnify Seller for any loses or damages occasioned by such cancellation.