The following terms and conditions, including those on the front side of this document, shall constitute the entire Agreement for the purchase and sale of AW-Lake Company’s products. Any acceptance by Purchaser of this Agreement is made expressly conditional upon the Purchaser’s assent to the terms herein, which shall supersede any terms which are different from, in addition to, or vary the terms contained in the Purchaser’s purchase order or request for quotations. Such assent shall be deemed to occur upon the failure of the Purchaser to object in writing specifically to such term or terms within 14 days from the receipt hereof. Any terms and conditions contained in the Purchaser’s purchase order or request for quotation which are different from, in addition to, or vary AW-Lake Company’s terms and conditions shall not be binding upon AW-Lake Company, and AW-Lake Company hereby objects thereto.
Prior to the date of delivery of any product or products hereunder, the Purchaser shall have the right to make changes in its order provided that AW-Lake Company receives written notice of the desired changes and accepts the same and provided further that the Purchaser accepts the additional charge therefore as determined by AW-Lake Company. Changes which interfere with or alter AW-Lake Company’s production schedules will not be acceptable unless the time of performance is extended for such period as deemed necessary by AW-Lake Company. Failure of AW-Lake Company to accept a Purchaser’s request to change its purchase order shall not be cause for Purchaser’s cancellation of its order except upon payment of a cancellation charge to be determined by AW-Lake Company.
(a) AW-Lake Company shall have the absolute right to cancel this Agreement upon breach thereof by the Purchaser, failure by the Purchaser to make any payment required by this Agreement, or the insolvency or bankruptcy of the Purchaser.
(b) A purchase order or any part thereof which is hereby accepted by AW-Lake Company may not be cancelled unless and until AW-Lake Company receives written notice of the cancellation, has determined the additional charge to be made and the same has been accepted and paid by the Purchaser.
(a) AW-Lake Company warrants, except as hereinafter provided, each product sold hereunder which is assembled by it to be free from defects in assembly under normal use and service for a period of 1 year after shipment thereof to the original purchaser. This warranty does not apply to the products in the event of installation of any parts not supplied or authorized in writing by AW-Lake Company, modification of the product, or improper or unauthorized repair of the product.
(b) AW-LAKE COMPANY’S WARRANTY EXTENDS ONLY TO PRODUCTS ASSEMBLED BY IT AND IS, TO THE EXTENT PERMITTED BY LAW, IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY PRIOR WRITTEN OR ORAL REPRESENTATIONS REGARDING SUCH PRODUCTS MADE BY AW-LAKE COMPANY, ITS EMPLOYEES, AGENTS OR REPRESENTATIVES.
(c) PRODUCTS, OR COMPONENTS THEREOF, SUPPLIED BY ANY OTHER PARTY TO AW COMPANY WHICH ARE NOT ASSEMBLED BY AW-LAKE COMPANY ARE COVERED ONLY BY THE INDIVIDUAL WARRANTY OF SUCH OTHER PARTY AND COPIES OF SUCH WARRANTIES WILL BE FURNISHED UPON REQUEST.
(d) AW-Lake Company reserves the right to inspect products claimed defective under warranty either at the Purchaser’s location or at Oak Creek, Wisconsin. A defective product is not to be returned to AW-Lake Company’s plant unless authorized by AW-Lake Company. Products so returned shall be returned to AW-Lake Company’s plant, freight prepaid. Any product proving defective due to faulty assembly within 1 year from date of shipment will be replaced or repaired free of charge, F.O.B. AW-Lake Company’s plant, Oak Creek, Wisconsin. AW-Lake Company assumes no liability for labor charges incidental to the adjustment service, repairing, removal or replacement of the product or other costs, or for the expense of repairs made outside of its factory except when made pursuant to AW-Lake Company’s prior written consent. AW-Lake Company, at its option, may ship a replacement or replacements immediately under standard billing and make warranty adjustment after inspection of the defective product by means of credit memorandum.
(e) Non-Warranty/Stock Returns will be permitted only at the discretion of AW-Lake Company.
AW-Lake Company shall not be liable for damages for delays in performance due to circumstances beyond its reasonable control, including without limiting the generality of the foregoing, any priority system established by any agency of the United States Government, fires, floods, storms, and other acts of God, accidents, strikes, insurrections, war, shortage of materials, lack of transportation and failure of performance of subcontractors and/or suppliers for similar reasons. Failure of AW-Lake Company, to perform for these reasons aforesaid shall not be grounds for Purchaser’s cancellation of its order but the delivery date shall be extended accordingly.
LIMITATIONS OF LIABILITY:
IN NO EVENT SHALL AW-LAKE COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS OF SALE, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY PURCHASER OR COULD HAVE BEEN REASONABLY FORESEEN BY PURCHASER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL AW-LAKE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO AW-LAKE COMPANY FOR THE GOODS SOLD HERE UNDER.
(a) This Agreement may not be assigned or otherwise transferred by Purchaser without the prior written consent of AW-Lake Company, and any such assignment or transfer without such prior written consent shall be null and void and of no force or effect whatsoever.
(b) AW-Lake Company’s failure to insist, in one or more instances, upon the performance of any term or terms of this Agreement shall not be construed as a waiver or relinquishment of its right to such performance or the future performance of such term or terms and Purchaser’s obligation with respect thereto shall continue in full force and effect.
(c) Any notice or other communication required or permitted hereunder shall be sufficiently given if sent in writing by registered or certified mail, postage prepaid, to the other party thereto at its respective address first above written. Any such notice, if so mailed, shall be deemed to have been received on the third business day following such mailing. Either party hereto may change its address for notice purposes by written notice to the other party.
(d) The paragraph headings in this Agreement are used for convenience only. They form no part of this Agreement and are in no way intended to alter or affect the meaning of this Agreement.
(e) This Agreement may be amended at any time by mutual agreement of the parties hereto by an endorsement to this Agreement signed by each of them.
(f) The invalidity, in whole or in part, of any provision of this Agreement shall not affect the validity or enforceability of any other of its provisions.
(g) This Agreement shall be made in governed by and construed in accordance with the laws of the State of Wisconsin.
(h) We hereby certify that these goods were produced in compliance with all applicable requirements of Sections 6, 7 and 12 of the Fair Labor Standards Act, as amended and of regulations and orders of the United States Department of Labor issued under Section 14 thereof.
(i) All reasonable legal and collection costs will be charged to customer if referred for collection.
All applicable federal, state or local sales, use or excise taxes are the responsibility of the Purchaser and shall be in addition to the price or prices stated on the front side of this document unless otherwise specifically stated. AW-Lake Company shall have the right to invoice separately any such tax as may be imposed at a later time. Applicable tax exemption certificates must accompany any order to which the same applies.
(a) CASH PAYMENT: Net 30 days. A service charge at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly on balances which are over 30 days.
(b) F.O.B.-Shipping Point unless otherwise stated.
(c) Title and risk of loss passes to Purchaser upon delivery of the products at the shipping point. As collateral security for the payment of the purchase price of the products, Purchaser hereby grants to AW-Lake Company a lien on and security interest in and to all of the right, title and interest of Purchaser in, to and under the products.