This Agreement represents a final expression of all terms and conditions under which ARTUSA INDUSTRIES, Inc. (“Seller”) agrees to sell the materials described in this Contract, and any expressed or implied condition, statement, representation, or warranty, statutory or otherwise not stated herein is excluded. Unless otherwise agreed to by the parties in writing, the following terms and conditions of the sale shall be binding upon the parties.
AMENDMENTS: No agreement or understanding to modify or add to the terms contained herein, including but not limited to terms, conditions, or price of delivery, shall be binding upon Seller unless agreed to in writing and signed by the Seller or Sellers authorized representative. Terms inconsistent with those stated herein which might appear on Buyer’s forms will not be binding on Seller.
DELIVERY: Seller shall have the right to deliver all of the goods at one time or in portions from time to time. Seller should have the right to choose route of shipments. The risk of lost shipments shall pass to the Buyer when Seller presents the goods to carrier for shipment, and makes a reasonable contract for their carriage. All shipments shall be F.O.B unless Seller agrees otherwise in advance of shipment and specifies alternative instructions to Buyer in writing.
INSPECTION: Buyer must inspect the goods within ten (10) days after delivery, and if it fails to do so, it shall be deemed to have accepted the goods. Buyer shall bear the cost of inspection and other expenses incident to items returned or rejected.
WARRANTY: Products described in this contract are sold for the purpose of in-plant environmental control. They are not to be used for operator safety or containment of volatile or toxic substances or vapors. ARTUSA INDUSTRIES, Inc warrants all labor and materials it delivered hereunder to be free from defects of material or workmanship for a period of twelve (12) months from the date of shipment. ARTUSA INDUSTRIES, Inc. shall replace, or at its option, repair any equipment which is found defective in labor or workmanship. This warranty does not extend to equipment which is not manufactured by ARTUSA INDUSTRIES, Inc and this warranty covers design and system integrity only to the extent ARTUSA INDUSTRIES, Inc. agrees in the proposal to perform such design and system work. This warranty does not apply to damage in transit, to alterations or repairs done outside the factory, or damage caused by misuse, negligence or accident, nor does it obligate ARTUSA INDUSTRIES, Inc to assume any labor charges in connection with the removal or replacement of defective equipment. All equipment claimed defective must be returned to the factory for inspection, repair, or replacement with transportation charges prepaid.
BUYER’S OBLIGATIONS ON GOODS MADE TO ORDER: Buyer assumes all liability resulting from goods, which are made to Buyer’s specifications. When quotation specifies material to be furnished by Buyer, ample allowance must be made for reasonable spoilage and material must be of suitable quality to facilitate efficient production.
ATTORNEY’S FEES: Buyer agrees to reimburse Seller for all claims, costs and expenses including but not limited to court costs, and attorneys’ fees, caused by buyer’s default under the terms and conditions of this Contract, including but not limited to Buyer’s failure to pay for the goods within a reasonable time after demand by the Seller.
PRICE: Prices are based on costs and conditions existing on date of quotation and are subject to change by the Seller before final acceptance. All quotations and agreements are contingent upon strikes, accidents, fires, availability of materials and all other causes beyond Seller’s control. The price to be paid by buyer shall be the price in effect on the date this Contract is accepted by the Seller, regardless of the date actual delivery of goods occurs. Terms of payment shall be net thirty (30) days after invoice.
COMPLIANCE: This transaction shall be subject to the laws of the State of Georgia.
GENERAL PROVISIONS: Seller’s waiver of any default of Buyer hereunder shall not constitute a waiver of any remedy given by law or provided hereunder for any subsequent default. Buyer shall not assign any of its rights or obligations hereunder without Seller’s written consent. No provision hereof which may be construed as unenforceable shall in any way invalidate any other provision hereof.