Seller and Buyer: Seller and Buyer are independent contracting parties, not principals or agents, partners, or joint venturers. Seller’s acceptance of Buyer’s order is made expressly conditional on Buyer’s assent to these terms and conditions, and Buyer’s acceptance of product shall constitute assent to these terms and conditions. Upon Seller’s acceptance of Buyer’s order, these terms, together with Buyer’s order, shall together comprise the “Order”. Notwithstanding inconsistent, supplemental, additional, or different terms contained in Buyer’s purchase order, acknowledgement, acceptance or other document, any Order shall be governed solely and exclusively by these terms and conditions and those contained in any applicable sales contract or credit application executed by the parties. Seller may revise these Terms and Conditions at any time, with such revisions to take effect when published at Seller’s website
Seller warrants that: seller warrants that, on the date an Order is released for shipment, the products sold to Buyer conform to the specifications on Seller’s invoice or published on Seller’s website. THE FOREGOING IS AN EXCLUSIVE STATEMENT OF ALL WARRANTIES APPLICABLE TO SELLER’S PRODUCTS. Buyer shall notify Seller in writing of any alleged defects in the product(s), latent or otherwise, within seven (7) days after Buyer learns of the alleged defects, but in no event later than thirty (30) days after Buyer receives the product. Failure to give such notice, or comingling of products with other materials shall constitute a waiver of all claims for defects. Buyer shall submit with its notification a sample of the product supplied by Seller and the Buyer’s finished good claimed to be defective and shall afford Seller the opportunity to inspect any product in Buyer’s possession. Buyer shall not return any product unless authorized in writing by the Seller.
Seller May: Seller may, at its option, provide complimentary technical support, advice, product processing consultations, and other information to Buyer in conjunction with Buyer’s product purchase (the “Technical Support”). Buyer represents that it is a sophisticated party and shall utilize its independent skill and expertise in the application of any Technical Support. Buyer shall employ any Technical Support at its own risk. BUYER AGREES SELLER’S LIABILITY (AND BUYER’S SOLE AND EXCLUSIVE REMEDY) FOR ANY AND ALL DAMAGES ARISING FROM, SELLER’S TECHNICAL SUPPORT, INCLUDING SELLER’S NEGLIGENCE OR GROSS NEGLIGENCE IN THE PROVISION OF SUCH TECHNICAL SUPPORT, SHALL BE LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED BY BUYER, AND IN NO INSTANCE SHALL BE MORE THAN THE PRICE PAID BY BUYER FOR THE PRODUCTS. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, LOSSES OR EXPENSES OF ANY KIND OF BUYER OR OF ANY OF BUYER’S CUSTOMERS, INCLUDING, WITHOUT LIMITATION, PRODUCTION COSTS, CLAIMED LOSS OF ANTICIPATED PROFITS, INJURY TO CREDIT, REPUTATION OR GOOD WILL.
