EAGLE-PICHER TECHNOLOGIES, L.L.C.

"SELLER"

STANDARD TERMS AND CONDITIONS OF SALE

(COMMERCIAL OR GOVERNMENT FIXED PRICE)

 

GENERAL

The goods and services covered by this quotation shall be furnished subject to the terms and conditions as set forth herein. Upon acceptance of this quotation, buyer agrees to incorporate these terms and conditions of sale into buyer's purchase order/contract without alteration. Any terms and conditions of the buyer's purchase order/contract which are inconsistent with these terms and conditions shall be considered a counteroffer and shall not be binding on the seller unless accepted by seller in writing, or unless buyer and seller subsequently agree in writing to specific terms and conditions which are different from these provisions.

LICENSES AND PERMITS

Buyer is responsible for obtaining appropriate permits/licenses. At its discretion, seller may require proof that buyer possesses permits/licenses necessary.

DELIVERY

Unless otherwise stated in this quotation, all goods are sold F.O.B. shipping point. Seller shall under no circumstances be responsible for failure to deliver or delay in delivery under any purchase order/contract when such failure or delay is due to any cause beyond seller's reasonable control. Including but not limited to: fire, war, riot, civic disorder, transportation strike, act of God or of the public enemy, or any future law, regulation, or act of the federal or of any state or local government affecting the conduct of seller's business with which seller in its sole judgment and discretion deems it advisable to comply as a legal or patriotic duty. In the event of any such delay caused by any of the aforesaid circumstances, seller shall have such additional time within which to perform as may be reasonably necessary under the circumstances.

 

INSPECTION/ACCEPTANCE OF GOODS AND SERVICES

Buyer's inspection and acceptance of good or services covered by this quotation shall be made at the buyer's plant unless otherwise agreed in writing by buyer and seller. Title and risk of loss shall pass at the F.O.B. point, buyer shall be responsible for the insurance and protection of goods while in transit, or while awaiting delivery if buyer requests seller to hold or store the goods pending delivery.

PAYMENT

Payment terms are net thirty (30) days after date of seller's invoice. A sales/use tax will be assessed on all material purchased. If your purchase is exempt from sales tax (i.e. purchased for resale, government, etc.) please provide Eagle Picher Technologies with an exemption certificate indicating the nature of the exemption and the applicable jurisdiction.

 

QUANTITY

Seller's weight and quantity counts taken at the shipping point shall govern claims for weight or quantity shortages are waived by buyer unless such claims are received by seller in writing within fifteen (15) days after arrival of the goods at destination.

WARRANTY

Seller warrants that the goods delivered hereunder will meet seller's standard specifications for such goods or such other specifications as buyer and seller may have expressively agreed to in writing for a period of one year or for as long as otherwise specified in the governing proposal or contract. SELLER MAKES NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, AND SPECIFICALLY EXCLUDES THE WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. Any complaints of breach of warranty must be received in writing by the seller within fifteen (15) days after arrival of the goods at destination.

 

RETURN OF PRODUCT

No return shipment of product will be accepted by seller unless seller's prior consent and a return authorization number have been obtained.

 

INDEMNIFICATION/LIMITATION OF LIABILITY

Seller's liability for damages whether based on seller's negligence, breach of contract, warranty or otherwise, shall not exceed the purchase price of the goods or services offered for sale hereunder, seller shall not indemnify buyer or otherwise be liable in contract or in tort for special, indirect, incidental, or consequential damages such as, but not limited to, loss of profits or revenue. Buyer assumes all risk and liability resulting from use of the goods delivered hereunder whether used alone or in combination with other products of seller or third parties.

USE OF PRODUCTS

The goods sold hereunder were not designed or tested for safe introduction into the human body. Buyer hereby warrants that the goods purchased hereunder will not be used in an application that involves introduction of the goods into a human body.

CANCELLATION

Any order or contract resulting from this quotation may be cancelled only upon seller's acceptance of buyer's written cancellation notice delivered to seller. The effective date of such cancellation shall be the date seller's acceptance of it. Upon receipt and acceptance of buyer's cancellation notice, seller shall advise buyer of any cancellation charges which will apply including, but not limited to, restocking charges and additional processing charges. Not withstanding acceptance of buyer's cancellation notice, seller shall have the right to continue processing the goods affected by such order to the point at which processing can be halted most logically and economically under the circumstances. Buyer shall pay cancellation charges upon receipt of seller's statement for such charges.

APPLICABLE LAW/REGULATIONS

This quotation and any purchase order or contract resulting therefrom shall be subject to the provisions of the uniform commercial code as enacted by the State of Missouri. The terms and conditions of this quotation and any resulting purchase order or contract shall be construed, interpreted, and enforced in accordance with the applicable statutes and implementing court decisions, without regard to choice of law rules, of the State of Missouri.

 

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