Terms & Conditions
EMPOREUM PLASTICS CORPORATION
STANDARD TERMS AND CONDITIONS OF SALE
The addressee named on the face of this document is herein referred to as “Buyer” and Emporeum Plastics Corporation, 1522 Golf Course Road, Birdsboro PA 19508 USA, as “Seller”. This document and any agreement signed by Seller to which these terms and conditions are attached or made a part thereof are limited to their express terms and any modification or additional or different terms proposed by Buyer orally or in writing are objected to and rejected. The prices contained herein are on the basis of the following terms, in the expectation that the Buyer will prefer these prices on these terms over higher prices on other terms less favorable to Seller, even though such other terms may be specified in printed provisions of Buyer’s purchasing forms.
1. PRICES — All goods are billed at Seller’s prices on dates of shipments. Prior prices are subject to change without notice. Buyer shall accept Seller’s certification of prices applicable on each shipment until the order is completed.
2. TAXES — In addition to the prices stated herein, the Buyer shall reimburse the Seller for all taxes, excises or other charges which the Seller may be required to pay to any Government (National, State or Local) upon the sale, production or transportation of the goods sold hereunder.
3. DELIVERY — Estimates of delivery are subject to revision when complete ordering information is received by Seller. There shall be no liability for failure or delay of delivery due to acts of God, acts of Buyer, Government action, fire, flood, war, accident, labor trouble or shortage; inability to obtain material, equipment or transportation, or other causes beyond the reasonable control of Seller. Upon any such delay or failure, the delivery shall be extended or the items affected may be eliminated from the order (except as provided in paragraph 9.)
4. SHIPMENTS — F.O.B. point of shipment. Title and risk of loss or damage passes to Buyer on delivery to carrier.
5. WARRANTIES — Seller warrants the title and merchantability of the goods. If the goods do not meet these warranties, the Seller shall promptly replace the goods, or make a suitable adjustment in the price thereof, or repurchase the goods from the Buyer, provided that written notice is delivered to the Seller within thirty (30) days after the original shipment, and provided that the goods have not been processed. The foregoing expresses the entire liability of Seller regarding the properties or quality of the goods and Seller shall not be liable for any special or consequential damages. Seller does not warrant the suitability of the goods for any particular purpose. Even though samples, or information as to observed properties of the goods, may have been supplied to the Buyer. Seller does not warrant the conformity of the goods to the samples or to the observed properties.
6. PATENTS — The Seller shall defend any suit or proceeding brought against the Buyer so far as based on a claim that any goods furnished under this contract constitute an infringement of any patent of the United States. If notified promptly in writing and given authority, information and assistance (at the Seller’s expense) for the defense of same, and the Seller shall pay all damages and costs awarded therein against the Buyer. In case said goods are in such suit held to constitute infringement and the use or resale thereof is enjoined, the Seller shall procure a license for the Buyer, or repurchase the goods, or replace same with non-infringing goods. The foregoing states the entire liability of the Seller for patent infringement by said goods.
No patent license is granted or implied by Seller and no warranty is given by Seller against infringement of the patents of others by reason of the use of the goods in combination with other goods or in the operation of any process.
Buyer shall save Seller harmless from infringement of patents arising from compliance with Buyer’s designs or instructions.
7. QUANTITY — Because of conditions existing in manufacturing the goods, the right is reserved to ship and bill 10% more or less than the exact quantity specified.
8. PARTIAL TOOL CHARGES — Charges for special tools, dies or fixtures required for production of the goods are partial and tools will remain the property of the Seller.
9. CHANGES AND CANCELLATION — Orders accepted by the Seller are not subject to changes or cancellation by the Buyer, except with the Seller’s consent. If the sale covers goods that must be manufactured especially for Buyer and such change or cancellation is made, Buyer shall take all completed goods at full price and all goods in process at cost plus pro-rate profit and Buyer shall reimburse Seller for any loss on materials purchased or on contract for the filling of the order.
10. ERRORS — Stenographic and clerical errors are subject to correction.
11. LAWS — The Seller certifies that the goods described herein are produced in compliance with the requirements of Section 12 (a) of the Fair Labor Standards Act of 1938, as amended.
12. ENTIRE CONTRACT — These terms and conditions constitute the entire contract between Buyer and Seller, transcending any oral arrangements of representations which may be inconsistent therewith.