The following terms and conditions supersede all previous quotations or agreements between Nylatech Inc. and Buyer and shall be the exclusive terms of conditions of sale governing this and all future transactions between Nylatech Inc. and Buyer. There are no terms, conditions, representations, promises, warranties or collateral agreements between Nylatech Inc. and Buyer except those expressly contained herein or acknowledged in writing by Nylatech Inc. and signed by an authorized signatory or Nylatech Inc. Clerical errors and subject to correction.
1. QUOTATION PERIOD
A quotation is valid for a period of thirty (30) days from quotation date. It is subject to partial acceptance only upon written consent of Nylatech Inc..
Delivery dates are estimated only based upon conditions as known to Nylatech Inc. at the time of the quotation. Nylatech Inc. shall not be liable for any direct, indirect or consequential damages due to delays or inability to perform caused by factors beyond its control, including but not limited to acts of God, flood, war, riot, fire, accident, explosion, labor trouble, acts of Government, delay or default by sub-contractors or suppliers of material or service or by transportation difficulties. Delivery dates shall be extended by the period of such delay.
3. TERMS OF PAYMENT
All orders are subject to approval of Nylatech Inc.’s Credit Department. All prices quoted are f.o.b. Nylatech Inc.’s plant. Goods will be invoiced when ready for delivery and payment is due within thirty (30) days from the date of invoice. All payment past due shall bear interest at the rate of 1 1/2% per month (18% per annum) until paid. Nylatech Inc. reserves the right to alter the terms of payment or require payment prior to delivery if, in its opinion, the Customer’s financial condition or other circumstances do not warrant delivery on the terms aforesaid. Orders cannot be cancelled or changed or deliveries deferred, except on terms agreed upon by Nylatech Inc. in writing.
4. TITLE OF GOODS
Title to all goods shall remain with Nylatech Inc. until payment therefor has been made in full. Should the Customer not pay Nylatech Inc.’s invoice when due, Nylatech Inc. shall have the right at any time to retake possession of the goods, including the right to stop the goods in transit or attend the Customer’s premises to retake possession of the goods and retain them, until payment in full.
Prices quoted are exclusive of all sales and excise taxes, custom duties or other taxes or levies, and the Customer is to be responsible therefor.
6. SHIPMENT AND RISK
If transportation is quoted, Nylatech Inc. shall decide carrier and method of shipment unless Nylatech Inc. has agreed to Customer’s instructions prior to quotation. Nylatech Inc. will not be responsible for any loss or damage to the goods after they are ready for delivery to carrier, and Customer agrees to assume all such risks, insurance premiums, special crating, or shipping charges shall be arranged and paid by the Customer.
Prices quoted are based on current labor rates and material costs and, where applicable, current freight rates, customs duties, taxes and foreign exchange rates, and prices are therefor subject to change to the extent of any change (either before or after acceptance of this quotation and during the contract period) in any of the foregoing items.
If Customer reserves right to inspect the goods prior to delivery, such inspection shall be made within seven (7) days of Customer receiving written notice from Nylatech Inc. that the goods are ready for delivery; otherwise Customer shall be deemed to have waived all rights of inspection, and delivery to the Customer shall be deemed to be completed at the end of the seven (7) day period. Any claim for shortage or apparent defect of goods shall be made in writing to Nylatech Inc. within seventy two (72) hours of Buyer receipt of goods and unless notice is given Buyer shall be deemed to have inspected and accepted the shipment.
9. STORAGE AND RETURN OF GOODS
If the Customer is unable to remove goods within thirty (30) days of their delivery ex Nylatech Inc.’s plant, Nylatech Inc. shall be entitled to charge storage on the goods. Goods cannot be returned except upon Nylatech Inc.’s written consent, and will be subject to a restocking charge equal to 25% of the Customer’s invoice price.
The Customer agrees to save Nylatech Inc. harmless from all patent infringement claims, liability and expense resulting from Nylatech Inc.’s compliance with the Customer’s specifications or designs now or hereafter forming a part of any work, or from written instructions of the Customer directing the manner in which Nylatech Inc. shall perform any work.
11. APPLICABLE LAW
Any contract between the Customer and Nylatech Inc. shall be subject to and construed in accordance with the laws of the State of Washington. Any court proceedings against Nylatech Inc. arising from the sale or use of the goods shall be commenced in the State of Washington.
In accordance with Nylatech Inc.’s policy of constantly improving its products, the specifications, designs, and dimensions contained in this catalogue are subject to change without notice.
13. LIMITATION OF LIABILITY
Nylatech Inc. warrants that the products will be manufactured in a good and workmanlike manner, in accordance with the specifications of Nylatech Inc. or the Customer, as the case may be. This warranty is in lieu of all other warranties, written, oral, statutory, express or implied, including, without limitation, warranties of merchantability and of fitness for a particular purpose. Nylatech Inc.’s liability shall be limited to the replacement of the goods or at Nylatech Inc.’s option refund of the purchase price and Customer shall not have any claim for damages arising out of the use or the operation of the goods, whether in tort or in contract; and without limiting the foregoing, Nylatech Inc. shall not be liable for any indirect, special, or consequential damages of any nature or kind whatsoever, including business, economic or other loss.