1. PRICES
All prices are F.O.B. sellers point Addison, IL, or Santa Fe Springs, CA and are subject to change without notice. For invoices with a net value under $1,000.00 to a single location, any costs of delivery to a carrier, insurance costs, freight charges, and other handling expenses will be added to the purchase price. Freight charges shall be paid by the Seller for invoices with a net value of $1,000.00 or more shipped to a single location. Seller reserves the right to choose the shipping method. The Buyer shall pay expedited shipment costs, regardless of the dollar value of the sale. Prices include domestic packaging only; separate charges for packaging for export shipment will be for account of buyer.

2. TAXES
In addition to the stated prices, Buyer will reimburse Seller for Retailer’s Occupational Tax, Sales Tax, Use Tax or any other federal, state, local or foreign taxes, if any, which Seller must, at any time, either pay or be required to collect. Since Seller is not required at this time to collect sales tax, Buyer must remit any applicable sales tax with the director of the division of taxation.

3. TERMS OF PAYMENT
Payments shall be made in legal tender of United States, or by certified check or bank check, C.O.D. upon receipt of shipment; or, if Seller approves extension of credit to Buyer, within thirty (30) days of the date of invoice. Payment is not subject to any cash discount unless otherwise specified, and shall be made at the Seller’s address set forth in the attached invoice. Any unpaid amount not received when due shall bear a late charge at the rate of one and one-half percent (1.5%) per month beginning thirty (30) days after date of invoice. Purchases exceeding either their credit limits or terms will have their credit suspended until payment is received. If it becomes necessary to institute legal action to enforce collection of any amount past due, Buyer agrees to pay all collection costs and attorney’s fees, if any, in order to secure payment on any sale. Seller shall retain a fi rst lien on the products, and proceeds there from, if Buyer sells such products, until full payment on any order is completed.

4. DELIVERY
Seller will use its best efforts to adhere to the delivery schedule stated on the attached invoice. Notwithstanding the foregoing, however, Seller shall not be liable for any loss or damage caused by failure or delay in the fulfillment or performance of this Contract, if hindered or prevented, directly or indirectly, by causes beyond Sellers responsible control, including but not limited to: failure of Seller’s suppliers to deliver timely; strikes, lock-outs, or other labor disturbances; fi re, flood, windstorm, or other acts of God; war, riot, embargoes, or other manufacture, assembly service, and transportation contingencies; inability to secure labor, materials, parts, or reasonable substitutes therefore; orders, action, or inaction of any governmental agency or authority, domestic or foreign; or any other cause whatsoever beyond the reasonable control of Seller.
Seller expressly reserves the right to make partial shipments and such partial shipments shall at no time constitute breach of contract. Buyer shall not be entitled to reject partial shipments solely on that basis.
Buyer shall not be entitled to any damage for Seller’s failure to deliver timely.

5. RISK OF LOSS
Risks of loss and damage shall pass to Buyer upon Seller placing the goods into possession of a common carrier at the place of shipment, irrespective of price or delivery terms to the contrary contained in Buyer’s order forms.

6. BUYER’S DEFAULTS
In the event Seller should not approve extension of credit to the Buyer, or if, at any time, Seller, in its sole determination, should deem itself to have reasonable grounds for insecurity, regarding the credit-worthiness of Buyer, terms of payment shall become C.O.D., or immediate pro rata partial payment, or a combination of the foregoing, as Seller may then or thereafter elect and specify. If the Buyer fails to comply with the terms of payment or with any other terms of this Contract, Seller reserves the right to cancel the unfilled portion of any order or contract and Buyer shall remain liable for all unpaid accounts.

7. SELLER’S WARRANTIES
SELLER MAKES NO WARRANTIES EXPRESS OR IMPLIED, AND ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. Any such warranties or other warranties, if any, relating to the quality of the goods, or performance of the goods, are left to separate provision. It is agreed that, in the event of breach of any warranty, the liability of Seller shall be limited to repairing or replacing the goods sold. Seller shall not be liable for any other damages, either direct or consequential.

8. CLAIMS AND RETURNS
Any claims for errors, shortages, defective goods or allowances must be made within ten (10) days after receipt of any goods and the checking sheet must be returned with the claim. Failure of Buyer to give written notice to Seller of any claim for errors, defective goods, shortages, or other cause, within ten (10) days after Buyer receives those goods shall be an unqualified acceptance of those goods and a waiver by Buyer of all claims with the respect thereto. No return for the goods will be permitted unless specific authority and shipping instructions for returning the goods have been obtained from Seller in writing. Special orders and welded bandsaw blades cannot be returned for credit. Buyer must make claims for damage in transit to the carrier at once. A fifteen percent (15%) restocking charge will be applied to all returned merchandise.

9. INDEMNIFICATION
Buyer will indemnify, protect, and hold Seller harmless against any and all claims of infringement of patents, designs, copyrights, or trade names with respect to goods designed, manufactured, or modified, wholly or partially to Buyer’s designs or specifications.

10. CANCELLATION
Orders accepted by Seller are not subject to cancellation by Buyer except with Seller’s written consent. No change or waiver of any condition shall be effective unless in writing, signed by one of Seller’s officers. Seller may cancel any contract or portion thereof if Buyer is in default of payment of any obligation pursuant to the contract or any other contract between the parties, or if in the sole judgment of Seller, Buyer’s financial condition and responsibility have become materially impaired. In addition, Seller shall have the right to recover damages for nonperformance, and any unpaid installments due on account of this or any contract between the parties shall become immediately due and payable.

11. GOVERNING LAW
This Contract has been executed in the State of Illinois, and the laws of the State of Illinois, including but not limited to the provisions of the Uniform Commercial Code as adopted in the State of Illinois, shall govern the rights and duties of Buyer and Seller. Buyer hereby consents to jurisdiction of any available court in Illinois for adjudication of any dispute arising from this Contract.

12. GOVERNING TERMS
The terms and conditions herein contained, together with the attached invoice constitute the entire Contract between Buyer and Seller and no change or waiver of any such terms shall be effective unless expressed in writing and signed by an authorized officer of the Seller.

13. NON-WAIVER BY SELLER
Waiver by Seller of a breach of any of the terms and conditions of this Contract shall not be construed as a waiver of any other breach or any prior or subsequent breach.

CUSTOMER LABELING AND RE-PACKING OF PRODUCTS
Purchaser shall properly pack, mark, and ship Products as instructed by Supplier, with all safety handling information, in accordance with applicable Law and industry standards.

PROPER SAFETY AND HANDLING INFORMATION
WARNING:
Bandsaw blades may break or come apart during use.
Cutting should only be done when saw enclosures and safeguards are in place and properly adjusted. Always wear eye protection when using this product.
Purchaser shall indemnify and hold the Supplier harmless from all claims against and liability incurred by the Supplier arising out of or related to the labeling of the Products.