SPYRAFLO, INC. TERMS & CONDITIONS OF SALE
PAYMENT: Net payment is to be received within 30 days from the date of invoice. Purchaser's credit will be established prior to order acceptance, if other than open credit is extended, Purchaser will be notified. In the event that past due accounts must be placed for collection, Purchaser shall be liable for any collection expense.
PRICES: Published prices are subject to change without notice, at any time prior to acceptance of order, except when a written quotation has been given with a stated price validity period. All prices are F.O.B. Peachtree City; price does not include other charges, such as transportation, insurance, value added or other tax which may be imposed on the transaction.
CANCELLATION: No order cancellation, in whole or in part, shall be effective without the written consent of Spyraflo. In the event of a cancellation, Purchaser will be liable for a cancellation charge equal to the purchase price or, as solely determined by Spyraflo, to a lesser charge, depending on degree of order completion, expenses and liabilities incurred by Spyraflo.
FORCE MAJEURE: Spyraflo shall not be liable for any failure, or delay, in shipment or delivery due to a strike, labor dispute, civil commotion, fire, explosion, flood, act of God, or any other causer beyond the reasonable control of Spyraflo. In the event of non-delivery, delay in delivery or shortage of supply of any raw material ordered by Spyraflo for the purpose of fulfilling its obligations under the contract, Spyraflo reserves the right to cancel, in whole or in part, the contract, alternatively, Spyraflo may renegotiate the contract in light of the new circumstances. Spyraflo will notify Purchaser within a reasonable period of time in the event of non-delivery, or delay, as a result any of the events described in this paragraph occurring.
GENERAL: The provisions of these Terms and Conditions shall constitute an integral part of the contract for the products; such contract shall be governed by the laws of The State of Georgia. No waiver, alteration or modification of any of these Terms and Conditions shall be valid unless made in writing by Spyraflo. Spyraflo will maintain an appropriate Quality Management System and will comply with all provisions of relevant State and Federal employment laws.
RETURN OF PRODUCT: Permission must be obtained from Spyraflo before any products are returned. If the product return is necessary through any fault of Spyraflo, Purchaser will receive full credit, including all transportation charges. If return is not due to the fault of Spyraflo, credit less a re-stocking charge on accepted, inspected and counted resalable pieces will be issued, product has to be returned to Spyraflo transportation prepaid.
WARRANTY: Spyraflo makes no warranty commitment, expressed or implied, including any warranty of fitness for purpose, except Standard Products shall substantially conform to the published specification. Special Products, unique to a customer or application, shall substantially conform to the specification contained on the drawing submitted to, and approved by, Purchaser.
TECHNICAL ASSISTANCE: Any information, or assistance, given by Spyraflo based on past experience and judgment, no warranty, expressed or implied is made.
TITLE: Title and all risk of loss and damage shall pass to Purchaser upon delivery FOB Peachtree City. Purchaser shall grant to Spyraflo a security interest in the goods as security for full payment. In the event any default in payment by Purchaser, Spyraflo, or its representative, in addition to any other rights or remedies it may have under applicable law, shall have the right, at any reasonable time, to enter Purchaser's premises and retake possession of the products, Purchaser shall not interfere in any way with such entry and repossession.
NON-CONFORMING PRODUCT: Spyraflo may, in the event it delivers non-conforming product, within sixty days from receipt of notice of such, deliver to Purchaser conforming product. Such conforming product will be deemed to have been delivered as of the date of delivery of the original products. Spyraflo's sole liability for delivering nonconforming products shall be to deliver conforming products as provided in this paragraph.
WAIVER: No claim arising out of a contract breach can be discharged by Spyraflo in whole, or in part, unless such waiver or renunciation is in writing signed by Spyraflo. No custom or practice by either party, in variance to these Terms and Conditions and no failure by Spyraflo to exercise any power or right conferred by applicable law shall constitute a waiver of such power or right of Spyraflo to demand strict adherence by Purchaser to its obligations.
LIABILITY: Spyraflo is not be liable for any incidental, or consequential, damages arising from any breach by Spyraflo. Spyraflo's liability for damages shall not exceed the purchase price of the shipment to which a claim is asserted.
LIMITATION ON ACTION: Any action by, or on behalf of, Purchaser for breach of contract must commence within one year after the cause of action.
ASSIGNMENT: This contract shall be binding upon and shall inure to the benefit of the successors and assignees of the both parties hereto; the rights and obligations of Purchaser may not be assigned or delegated without the written consent of Spyraflo.
SEPARABILITY: The invalidity or unenforceability of any particular provision of the contract shall not affect other provisions of the contract. The contract shall be construed in all respects as if such invalid or unenforceable provisions were omitted.