Delivery dates shall be determined from the date of receipt of written purchase order to the date of receipt of customer furnished materials, whichever is later. A Z Industries, Inc. (now on referred to as AZI) will make every effort to meet quoted delivery dates, but such dates are estimates and are not guaranteed. Under no circumstances will AZI assume responsibility or liability for any damages or claims resulting from delays in delivery schedule. AZI will, in appropriate circumstances and subject to the payment of a premium if conditions warrant, guarantee delivery dates in accordance with a prior agreement in writing.
Orders may be cancelled or deliveries deferred from their original schedules only on the condition that the buyer assume full liability for all work in process, unused raw materials, unamortized tooling, engineering, administrative and other cancellation or deferment charges accrued to AZI. All such cancellation or deferment charges are to be determined by AZI at the times of said cancellation or deferment by the Buyer, and Buyer shall pay said charges within (60) days of the date of said cancellation or deferment.
All goods sold under an order or contract are warranted to be free from defects in material and workmanship and only as to that portion of material supplied or work performed by AZI. This express warranty is in lieu and excludes all other warranties, expressed or implied, by operation of law or otherwise. AZI’s only obligation is to replace parts proven to be defective in material and/or workmanship.
It is expressly agreed that the provisions of Uniform Commercial Code Section 2-207 shall not apply. All orders and sales contracts are subject to the written approval and acceptance of the terms and conditions herein set forth. Any terms or conditions which are in conflict with these terms and conditions shall not be binding upon AZI unless accepted in writing by AZI. In case of conflict not so accepted by AZI, the terms and conditions herein set forth shall control and shall be deemed to supersede any conflicting terms stated in the Buyer’s purchase order or contract.
5. PRODUCT PERFORMANCE
Where the product is manufactured to the Buyer’s own design, prints or specifications, AZI shall not be responsible for product performance. AZI assumes no liability for the failure of such products and it is agreed that Buyer will defend and save harmless AZI from any and all expense, loss, costs, claims of judgment arising from the sale, use or alleged failure of said products.
No alteration or modification of these conditions shall have any force, effect, or validity whatsoever unless it shall be in writing and signed by an officer of AZI and shall expressly state that it is intended to operate as such an alteration or modification.
7. CHANGES IN SPECIFICATIONS
If Buyer changes any specifications after AZI’s receipt of the order, Buyer assumes full responsibility for the work in process, unused raw material, unamortized tooling and any other related charges to the manufacturer of the product. All such charges shall be determined by AZI upon receipt of the change order and Buyer shall pay said charges within (60) days of the date of said change order.
8. BUYER’S PRINTS AND DATA:
AZI shall have the right to destroy, without liability, prints or data submitted for quotation after a reasonable amount of time unless notice in writing is given to AZI to return such data or prints.
Products are manufactured to the customer’s specifications. It is not the intent of AZI to manufacture any product which may be a patent infringement. AZI assumes no liability for any such infringement and it is agreed that Buyer will defend and hold harmless AZI from any and all expense, loss, costs, or judgments resulting from any claim for damages based on alleged patent infringement.
AZI shall have the right to require payment in advance or from time to time during the processing of an order. AZI may require any information from the Buyer that may tend to establish Buyer’s credit or assurance of payment of the contract or order before commencing with or continuing with the processing of the order, or at any time before shipment.
All taxes applicable to the order or contract whereby AZI may become liable shall be added to the amount of the order or contract.
Stenographic or clerical errors are subject to correction. AZI reserves the right to revise any prices quoted by AZI without notice at any time prior to acceptance by Buyer. Material price fluctuations are subject to change in accordance with the price of the material in effect at time of shipment.
All claims must be made within 10 days of receipt of material. No returns will be accepted unless authorized.
All sales are cash in advance or COD unless credit is approved by AZI prior to order. Terms are 1%-10 net 30 days on approved credit. The Buyer agrees that in the event payment is not made pursuant to the terms and collection efforts or a suit is required to enforce the amount owing by debtor, a reasonable attorney’s fee and collection costs shall be paid by debtor. It is agreed that all PAST DUE ACCOUNTS will be charged MAXIMUM LEGAL LATE CHARGES. Order will be shipped FOB Highland, Arkansas.
We reserve the right to ship plus or minus 10% of the quantity ordered, unless otherwise negotiated prior to order placement. Invoicing will be made on actual quantity shipped.