1) The prices quoted are exclusive of any present or future Federal, State, Municipal or other Sales or Use or Excise Taxes.
2) All products shall be furnished subject to SELLER’S standard manufacturing specifications and practices. Any change in the SELLER’S standard manufacturing specifications or practices requested by BUYER will be subject to approval by SELLER. All affected provisions of the contract resulting from said change(s) including, but not limited to, the price and shipment date shall be subject to the mutual agreement of the parties.
3) Ferriot Inc. assumes no responsibility for the proper functioning or engineering or maintenance of molds, dies, parts of equipment made by it in conformity with, and within tolerance specified in, plans or specifications submitted by the BUYER. Ferriot Inc. does not guarantee any specified tolerance in the manufacture of any casting from models submitted by the BUYER unless special arrangements are made with respect thereto.
4) In the event BUYER cancels its purchase order before SELLER has substantially performed the contract, BUYER shall pay SELLER for partial performance which shall be completed labor at SELLER’s prevailing shop rate and purchased material and services at cost plus a reasonable markup.
5) The SELLER shall not be liable for any expense, loss or damage resulting from delay or prevention of performance caused by fires, floods, Acts of God, strikes, labor disputes, labor shortages, inability to secure labor or materials, riots, thefts, accidents, acts or failure to act by Government, or BUYER, transportation delays, or any other cause whatsoever, whether similar or dissimilar to those enumerated above, beyond the reasonable control of the SELLER which may delay or prevent SELLER’S performance hereunder.
6) Should any federal, state or local law, or other code, law or regulation require changes to be made in the SELLER’S production specifications and or practices, the BUYER shall so notify SELLER; on receipt of said notice the contract price, schedule for shipment, and any other affected conditions of the contract shall be adjusted accordingly.
7) Risk of Loss to the products called for and furnished under the terms of this contract shall pass to the BUYER upon delivery of the product or any portion thereof to a common carrier at a point of origin. In the event that SELLER transports the products, risk of loss shall pass to BUYER at time of delivery at point of destination.
8) The SELLER shall at its option either repair or replace F.O.B. point of shipment or credit the BUYER (with the price paid to the SELLER by BUYER for such nonconforming part) for any part of the product or products which, prior to the expiration of ninety (90) days from date of shipment, fail to conform to the dimensions and/or materials specified in the order, provided the BUYER properly stores the product(s) and promptly notified SELLER of such nonconformity. ALL OTHER WARRANTIES EITHER EXPRESSED OR IMPLIED INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED FROM THIS CONTRACT. The sole liability of the SELLER and the exclusive remedy of the BUYER arising out of the manufacture, sale or furnishing of the product or products hereunder or their use, whether arising under warranty, tort (including negligence), or otherwise, shall be limited to the cost of repair or replacement as herein specified. The SELLER shall not be responsible for work done, products or parts furnished, or repairs made by others, unless the work is specifically ordered by the SELLER for the fulfillment of the contract. Further, SELLER’S maximum liability hereunder arising from any cause whatsoever shall not exceed the contract price.
9) All tools, dies, molds, jigs, or equipment used for production, except those furnished to Ferriot Inc. by the BUYER without cost, shall remain the property of Ferriot Inc., unless special arrangements are made to the contrary.
10) SELLER’S sole liability nonconforming of defective additions, modifications, or repairs to BUYER’S products shall be to repair or replace the nonconforming addition, repair or modification or in failure thereof, SELLER’S liability shall be the price paid or to be paid to SELLER by BUYER.
11) In no event shall the SELLER be liable for special, incidental or consequential damages whether direct, special, incidental, consequential or otherwise resulting directly or indirectly from the use of, or inability to use, the products sold hereunder, including but not limited to, loss of profits, increased operating costs, loss of production or shutdown of operation, cost of money, loss of use of revenue or otherwise, and liabilities, claims and expenses of third parties.
12) This contract shall be construed in accordance with the laws of the State of Ohio.
13) BUYER and SELLER agree that this quotation including the foregoing terms and conditions shall constitute the complete and final agreement between BUYER and SELLER in respect to this transaction. There are no understandings between the parties hereto except as expressly provided herein and any purchase order issued by BUYER shall incorporate the terms and conditions hereof. Any and all terms and conditions of said purchase order which vary from the terms and conditions hereof and are hereby expressly objected to. None of the terms and conditions contained in this quotation may be added to, modified, superseded or otherwise altered except by a written instrument signed by an authorized representative of SELLER.
14) The BUYER shall hold and save Ferriot Inc., its officers, agents, and employees harmless from liability of any kind, including costs and expenses for or on account of any patented or unpatented invention, article or appliance manufactured in the performance of any order of the BUYER in accordance with designs and specifications approved by the BUYER hereunder.
15) Shipments will be made F.O.B. Akron, Ohio unless otherwise contracted for in writing.
