1. Governing Terms. Buyer, by accepting this instrument without written objection, agrees to the terms and conditions of sales set forth herein and agrees that such terms and conditions shall supersede those of the buyer, if any, in all instances where conflict exists.
2. Acceptance of Order. Quotations are for prompt acceptance only, and therefore, are valid for thirty (30) days. An order shall not be binding on ASTRO INDUSTRIES Inc. (hereinafter “ASTRO ”) until received and accepted by ASTRO. Orders accepted by us are not subject to cancellation, except with our written consent and upon terms which will compensate us for payment of all expenses, overhead, and a reasonable profit thereon.
3. Shipments and Delivery. Delivery of products shall be F.O.B. Factory unless otherwise specified. Title and risk of loss or damage to goods shall pass from ASTRO to the Buyer upon delivery by ASTRO to the possession of the carrier. Any claims for loss or damage after risk of loss has passed as herein provided shall be filed with the carrier by the Buyer.
If, at the request of the Buyer, shipments are postponed more than thirty (30) days, the amount due thereon shall become due thirty (30) days after notice that the items are ready for shipment.
ASTRO shall not be liable for any loss or damage resulting from reasonable delays in delivery nor for delay in delivery or failure to manufacture due to causes beyond its reasonable control such as acts of God, acts of the Purchaser, acts of civil or military authority, priorities, fires, strikes, floods, epidemics, quarantine restrictions, war, riot, delays in transportation, car shortages, and inability due to causes beyond its reasonable control to obtain necessary labor materials, or manufacturing facilities. Actual receipt of the products by the Buyer shall constitute a waiver of all claims for delay. In the event of such delay in delivery or failure to manufacture, ASTRO shall not be required to allocate production and deliveries between customers. ASTRO’S LIABILITY FOR FAILURE OR DELAY IN DELIVERY, FOR ANY CAUSE WHATSOEVER WHETHER BEYOND ASTRO CONTROL OR NOT, SHALL NOT INCLUDE DIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES.
Shipping dates are approximate and based on prompt receipt of all necessary information by ASTRO at it’s manufacturing facilities. Material in stock is offered subject to prior sale or loss.
ASTRO reserves the right to overship or undership each item by ten percent (10%) unless otherwise specified in writing by the Seller on the face of their Offer.
4. Prices. All prices quoted herein are subject to an addition equal to any tax or charge now existing or hereafter imposed by Federal, State or Municipal authorities upon materials or services herein described, or the production, sale, storage, distribution, or delivery thereof, or upon any feature of this transaction. ASTRO reserves the right to correct all typographical or clerical errors which may be present in the prices or specifications contained herein.
5. Payment and Credit. Each shipment shall be a separate transaction and payment shall be made accordingly. Unless otherwise agreed in writing, payment for products or services shall be made on the basis of net 30 days from the date of invoice. If, in the exclusive judgement of ASTRO, the financial condition of the Buyer at any time does not justify the commencement of continuance of production or shipment on the terms specified herein, ASTRO may, in addition to all other remedies it may have at law or in equity, make a written demand for full or partial payment in advance, suspend its performance until such payment is made, and cancel the Buyer’s order if such payment is not received by ASTRO within thirty (30) days after delivery in person or mailing of such demand by ASTRO.
Service Charge. Buyer agrees to pay a service charge of the lesser of 1-1/2% per month or the maximum allowed by applicable law on all unpaid amounts after due date.
6. Inspection and Acceptance. Material must be inspected and accepted at ASTRO’S factory. If the Buyer does not wish to incur the expense of sending a representative to the factory to inspect material at the time of shipment, ASTRO will, if requested by Buyer, furnish certified reports to the Buyer that material was inspected and was found to have met the specifications in every way. In the event that Buyer neither inspects material nor requests such certified reports, the material will be deemed accepted by buyer upon shipment.
7. Credit Returns. No material will be accepted for credit or exchange unless its return has been authorized by ASTRO in writing prior to shipment.
8. Procedure for Claims. Claims for shortages must be made within ten (10) days after receipt of material by Buyer. Absence of such notice constitutes a waiver by Buyer on all claims for shortages.
Claims for defective material must be made within thirty (30) days after receipt of material by Buyer. Absence of such notice constitutes a waiver by Buyer of all claims for defects.
Return Material Authorization. Granting the customer the “Authority” to return goods will not be construed to signify the acceptance of the goods themselves or of all the customer’s claim, but will only signify “Authority” to physically return the goods so that they may be reinspected, and so that proper disposition of the customer’s claim may be made after such inspection. ASTRO reserves the right to return the goods to the customer, after such inspection, with no credit to the customer, and with the customer to bear all handling and transportation charges, “Authorization” to a customer to return goods requires the use of the least expensive mode of transportation available, unless otherwise specifically indicated on the Return Goods Authorization. The maximum time period between the original shipment of the goods and the request for “Authority” to return goods by the customer shall in no case exceed thirty (30) days. No replacement order will be processed until final disposition has been made for the returned goods by the ASTRO Quality Assurance Department. No credit will be given or accounting entry made until such final Quality Assurance disposition has been made by ASTRO.
9. Warranty. ASTRO warrants only that all material manufactured by it (but not by others) shall be within ASTRO’S standard limits of tolerance s and variations or such limits of tolerances and variations as the Buyer and ASTRO may agree upon in writing. ASTRO agrees to repair or replace any material manufactured and sold by it which is returned by the Buyer (subject always to Paragraph 8 hereof), transportation charges prepaid, and which examination by ASTRO proves not to be within the aforesaid limits of tolerances and variations, provided written notice of any such defect describing the same is given ASTRO within thirty (30) days from the date of shipment.
THE RESPONSIBILITY OF ASTRO WITH RESPECT TO ANY SUCH DEFECT IN PRODUCTS SOLD IS LIMITED TO SUCH REP AIR OR REPLACEMENT AND ASTRO SHALL NOT BE LIABLE TO BUYER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER WITH RESPECT TO ANY SUCH DEFECTS WITHOUT IN ANY WAY LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF ASTRO UNDER ANY WARRANTY, EXPRESS OR IMPLIED, OR FOR ANY REASON WHATSOEVER, ARISING OUT OF THIS SALE EXCEED THE VALUE OF THE MATERIAL SOLD HEREUNDER.
ASTRO MAKES NO WARRANTIES REGARDING MATERIAL MANUFACTURED BY IT OR BY OTHERS (INCLUDING WITHOUT LIMITATION WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES AGAINST INFRINGEMENT OF ANY PATENT), EITHER EXPRESS OR IMPLIED, EXCEPT AS PROVIDED HEREIN.
10. Patents. With respect to all items for which the Buyer furnishes the design as specifications, the Buyer agrees to indemnify ASTRO and hold it harmless from all legal expenses which may be incurred by, and all damages and costs which may be assessed against ASTRO in any action or infringement of any United States Letters Patent by such items sold hereunder. ASTRO will promptly inform the Buyer of any such claims made against it and ASTRO will cooperate with the Buyer in every reasonable way to facilitate the defense of any such claim. No license is granted or implied to any process patent owned, licensed or controlled by ASTRO, its subsidiaries or affiliates.
11. Tools and Dies. Unless otherwise specified in writing on the face of this Offer, ASTRO shall retain title to and possession of any models, patterns, dies, molds, jigs, fixtures, and tools made for or obtained for use in connection with this order.
12. Changes. ASTRO assumes no responsibility for any changes requested by Buyer in specifications relating to the material purchased hereunder unless such changes are confirmed in writing by Buyer and accepted in writing by ASTRO. Any increase in price resulting from such changes shall become effective immediately upon ASTRO’S acceptance of such changes. Notwithstanding the foregoing, ASTRO reserves the right to modify the specifications of any item subject to this order, whether established by the Seller or the Buyer, providing that the modifications will not materially affect the performance of the item.
13. Modification of Terms. This Sales contract constitutes the final, complete and exclusive statement of representations made by ASTRO and ASTRO shall not be bound by any representations, promises or inducement of any kind unless set forth therein. This agreement constitutes the entire contract between the parties and no waiver, alteration, or modification of any of the provisions of this contract shall be binding on ASTRO unless in writing and signed by a duly authorized representative of ASTRO and the Buyer.
14. Assignment. The Buyer may not assign the rights or duties under this contract of sale without the prior written consent of ASTRO.
15. Advice by ASTRO. The giving or failure to give advice or recommendations of any character by ASTRO shall not give rise to any liability on the part of ASTRO.
16. Disputes. All disputes which may arise during or from the execution of the order shall be submitted for decision to a competent Court in the state in which the manufacturing facility of ASTRO is located. ASTRO reserves the right, however, to bring any claim it may have against Buyer before any other Court.
17. Waivers. No waiver by ASTRO of any breach of any provision hereof shall constitute a waiver of any other breach of any provision hereof.
18. Legal Construction. The validity, construction and performance of this contract shall in all respects be governed by and interpreted in accordance with the laws of the state of Ohio, United States of America.