Conditions of Sale

General

These Conditions of Sale ("Conditions") apply to the sale of goods by Unaflex Industrial Products Inc., ("Seller"). The Seller will not be bound by any other agreements, contract, modification or waiver of these Conditions unless expressly approved in writing by an authorized employee or agent of Seller.

Delivery

Unless otherwise agreed in writing, delivery is F.O.B. Seller's warehouse for sales from Seller's stock, and delivery is F.O.B. Purchaser's warehouse for direct container shipments. Regardless of whether delivery is F.O.B. Seller's warehouse or Purchaser's warehouse, the responsibility for payment of freight, insurance, duty and other costs shall be determined by the agreed terms of the particular sale. Seller has choice of routing and may deliver goods in more than one lot. Each lot shall be deemed a separate contract and paid for separately. Any delivery made within thirty (30) days of the agreed date shall constitute timely delivery and delivery of goods any time thereafter shall be timely delivered unless Seller receives written notice of cancellation by certified or registered mail five days prior to shipment. Seller shall be permitted quantity variations of ten percent (10%) more or less than specified, with the price being adjusted accordingly.

Freight Policy

Seller prepays shipments of 2500 pounds (lbs.) to any one (1) continental U.S.A. location on shipments from warehouse.

Minimum Order Value

Minimum order value is $250 net sales value.

Prices

All prices shown on Seller's catalogs or other price lists are subject to change without notice. If Seller's costs are increased between the date Purchaser's order is accepted and the date of delivery by increases in transportation costs, port dues, wharfage, tolls, loading charges, insurance rates, import or export taxes, customs duties, customers appraisals, currency conversion rates, or governmental action of any kind, Seller may increase the price accordingly by notifying Purchaser.

Payment Terms

Seller's payment terms are 1/2% 10 net days from invoice date or 30 days net.

Taxes

Seller's prices do not include any applicable Federal, State or local property, license, privilege, sales, use, excise, gross receipts or other like taxes which may be now or hereafter applicable to, measured by, or imposed upon or with respect to this transaction, the goods, their sale, value or use, or any services performed in connection therewith, which taxes will be paid by Purchaser.

Setoffs

Neither Purchaser nor any affiliated company or assignee shall have the right to set off against any amounts which may become payable to the Seller under this contract or otherwise, for amounts which the Seller may allegedly or in fact owe the Purchaser or any affiliated company or assignee, whether arising out of this contract or otherwise.

Force Majeure

Seller shall not be liable for loss, damage, detention or delay due to war, riots, civil insurrection or acts of the common enemy, fire, flood, strikes or labor difficulties, acts of civil or military authority including governmental laws, orders, priorities or regulations, acts of the purchaser, embargo, car shortage, wrecks or delay in transportation, inability to obtain necessary labor, material or manufacturing facilities, or other causes beyond the reasonable control of the Seller. In the event such delays exceed ninety (90) days, Purchaser shall have the option to cancel its order upon written notice to the Seller prior to shipment.

Return of Goods

Purchaser may not cancel or modify any order except upon payment to the Seller of such damages, handling charges or other cancellation charges as may be mutually agreed in advance between the parties in writing.

Warranties

Seller warrants that the goods conform to the written description, if any given to Purchaser by Seller, and that the goods are free from defects in workmanship and material at the time of shipment by Seller. Seller warrants no length or measure of service unless expressly agreed in writing by Seller. This Warranty shall not apply to goods which have been destroyed, lost, disposed of or are otherwise unavailable for inspection by Seller.

THE SELLER MAKES NO OTHER WARRANTY OR REPRESENTATION AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES EXPRESSED OR IMPLIED INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATIONS OR PROMISES BEYOND THOSE STATED HEREIN.

Limitation of Liability

In the event it is finally determined that the Seller has breached its warranty, Purchaser's sole and exclusive remedy is to require Seller to replace such goods without charge or refund that portion of the price allocatable to such goods, whichever Seller elects at its option. In no event will Seller be liable to Purchaser or to any third party or any other person for any consequential, incidental, indirect, special or punitive damages arising from any cause whatsoever, whether or not such loss or damage is based on contract, warranty, negligence, indemnity, strict liability or otherwise. Under no circumstances will the aggregate liability of Seller to Purchaser and/or other persons exceed the sales price of the goods in question.

Return of Goods

Purchaser may return goods only upon approval by the Seller, evidenced by valid returned goods authorization (RGA) number issued to Purchaser by Seller. If approved, conforming goods shall be subject to a handling charge equal to 15% of the purchase price. Purchaser shall bear the cost of return freight and risk of loss of the goods. In the event that the returned goods are found by Seller to be non-conforming and a credit, adjustment or replacement is allowed, Seller shall refund Purchaser's cost of return transportation.

Charge on Overdue Accounts

A charge of 1-1/2% per month or the highest rate permitted by law shall be payable on all overdue accounts.

Assignment

This contract may not be assigned by Purchaser without the prior written consent of Seller.

Severability

In the event that any provision of this contract is held invalid by a court of competent jurisdiction, the remaining terms shall remain in full force and effect.

Claims and Limitation on Actions

Claims of non-conformity or defect must be made by certified mail, return receipt requested, within sixty (60) days of Purchaser's receipt of the goods and any such claims not timely made in this manner shall be considered waived by purchaser. Any lawsuit or other action brought by Purchaser to enforce any claim or alleged claim against Seller with respect to goods sold by Seller to purchaser must be commenced within one (1) year after the alleged cause of action against Seller has accrued, notwithstanding a long applicable statute of limitations under law.

Damage and Shortage Claims

All claims for concealed loss or damage should be reported immediately to our Customer Service Department. All claims for damage and shortage via common carrier must be filed by consignee direct with carrier. Claims must be filed within 15 days of receipt of shipment.

Governing Law

These conditions shall be construed in accordance with the laws of the State of Florida, and the respective rights and obligations of the Purchaser and Seller will be governed by the laws of the State of Florida.

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