WARRANTY – WorldWide Electric Corporation (“Seller”) MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE IN RESPECT TO THE PRODUCT AND THERE IS NO WARRANTY EXPRESS OR IMPLIED EXCEPT THAT THE PRODUCT SHALL BE OF THE KIND AND QUALITY DESCRIBED IN THE SPECIFICATIONS.
DELIVERY – Unless otherwise stated, delivery will be made F.O.B. point of shipment. Shipping dates are approximate and are based on the prompt receipt of all necessary information from the purchaser.
LOSS, DAMAGE OR DELAY – Seller shall not be liable for loss, damage, detention, or delay resulting from causes beyond its reasonable control or from fire, strike or other concerted action of workmen, act or omission of any Governmental authority or of the Purchaser, insurrection or riot, embargo, car shortage, wreck or delay in transportation, or inability to obtain necessary labor, materials, or manufacturing facilities from usual sources. In the event of delay due to any such cause, the date of delivery will be postponed by such length of time as may be reasonably necessary to compensate for the delay.
RISK OF LOSS – Risk of loss of the product, or any part of the same, shall pass to the Purchaser upon shipment of such product or part.
PAYMENTS – If, in the judgment of Seller, the financial condition of the Purchaser at any time prior to shipment does not support the terms of payment specified, Seller may require full or partial payment in advance. Pro-rata payments shall become due as shipments are made. If shipments are delayed by the Purchaser, payments shall become due from date when Seller is prepared to make shipment. If manufacture is delayed by the Purchaser, payment shall be made based on the contract price and percent of completion. Products held for Purchaser shall be at the risk and expense of the Purchaser.
PAYMENT BY CREDIT CARD – If Seller accepts payment by credit card, Purchaser agrees to pay the issuer of the credit card the total amount shown on this invoice upon presentation of a bill, without offset or deduction.
PRICES – Prices are those in effect at time of shipment. In the event of a published increase or reduction in prices by Seller, the new price will become effective immediately on the unshipped portion of the order, unless stated at the time of the change. In no case, however, will a reduction in price be retroactive to shipments made prior to the date of the price change. Purchaser’s order will be entered promptly upon acceptance by Seller and will not thereafter be subject to Cancellation nor to Deferment of Deliveries without Seller’s written consent, except upon terms which take into proper account the work already done and commitments made by Seller. Prices include the Seller’s standard packing for domestic shipments.
LIMITATION OF LIABILITY – In no event shall Seller be liable for any special, indirect, incidental, consequential or punitive damages, including but not limited to damages for lost profits or business opportunities or damage to reputation. Seller’s maximum liability for any breach of contract or sale, or any other claim related to the product sold hereunder, shall be limited to the price of the product, or portion thereof, on which such liability is based.
GOVERNING LAW/JURISDICTION/VENUE – This sale shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws principles, and shall be deemed entered into at Seller’s principal place of business in New York. By purchasing Seller’s product, Purchaser expressly consents, for any litigation arising out of or related to the sale, to the exclusive jurisdiction and venue of the courts of competent jurisdiction located in Monroe County, New York (i.e., the U.S. District Court, Western District of New York, and the New York State Supreme Court, County of Monroe) and waives the right and hereby agrees not to assert, by way of motion, defense or otherwise in any proceeding brought in either of such courts, any claim that it is not subject to the personal jurisdiction of such court, that such proceeding is brought in an inconvenient forum, or that the venue of such proceeding is improper.
TERMINATION – Any order or contract may be terminated by the Purchaser only upon payment of reasonable charges based upon expenses already incurred and commitments made by Seller.
RETURN OF GOODS – No product or part shall be returned to the Seller without written authorization and shipping instructions first having been obtained from the Seller. Returns may be subject to freight charge and/or restocking charge, as circumstances dictate.
REPAIR POLICY – Positively no allowance will be made for repairs if made by others without Seller’s written consent.
NO ASSIGNMENT – Purchaser’s obligations are not transferable or assignable by operation of law, change of control or ownership, or otherwise, without prior written consent of Seller.