1. The Seller hereby sells and Purchaser hereby purchases the goods as set forth on the sales order given and executed, whether electronically or in writing, subject to the terms and conditions set forth on the resulting invoice and herein below. All prices are F.O.B. Seller unless otherwise specified. The prices quoted herein are subject to addition for federal, state or local taxes if applicable, and subject to change without notice.
2. Shipping dates are approximate and are dependent upon prompt receipt of all necessary information by Seller. Seller shall not be liable for late delivery due to fire, strike, civil or military authority, insurrection or riot, or unavailability of material or parts and for other causes beyond its reasonable control and Seller shall not be liable for incidental or consequential damages arising from late delivery, or interruption to Purchaser's businesses.
3. All goods shall be installed by and at the expense of the Purchaser unless otherwise stipulated. Purchaser accepts responsibility for all losses occurring during installation.
4. The parties hereto acknowledge and agree that the Purchaser will pay the entire purchase price according to the payment terms agreed upon by the Seller. In the event the Purchaser defaults, the Seller may charge and collect a late charge of 1-1/2% per month of the unpaid contract price. The Seller shall also be entitled to all costs of collection including court costs and attorney's fees in the event of the default by the Purchaser.
5. Southland Tube, Inc. makes NO WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, or other warranties of quality beyond the stated material grade classification, WHETHER EXPRESS OR IMPLIED, except of title.
6. The Seller shall not under any circumstances be liable for special or consequential damages, such as, but not limited to, damages or loss of other property or equipment, loss of profits or revenue, cost of capital, cost of purchased or replacement goods or claims of customers of Purchaser for service interruptions. Any remedies of the Purchaser from the Seller, if any, are exclusive. Seller shall have no liability with respect to any contract, or anything done in connection herewith such as the performance or breach hereof, or from the manufacture, sale, delivery, resale, installation or use of any goods covered by or furnished under this invoice whether arising out of any contract, negligence, strict toil, or under any warranty or otherwise. Notwithstanding the foregoing, should any court of competent jurisdiction determine that this disclaimer shall be ineffective in whole or in part, Purchaser acknowledges and agrees that any recovery shall nevertheless be limited to the price of the goods upon which such liability is founded.
7. It is expressly understood that the title to the above-described goods shall not pass to the Purchaser but shall remain vested in and be the property of the Seller, or its assigns, until the purchase price, late charge, and all other sums due hereunder have been fully paid. Each and all of the conditions and stipulations of this Invoice, including the time for making payments, shall be in and are of the essence hereof, and no agreement for any extension of time or postponement of any payment shall be valid unless in writing signed by the holder hereof. It is expressly agreed that the property shall be and remain strictly personal property and retain its character as such.
8. For the purpose of enforcing the Sellers rights hereunder, the Purchaser authorizes the Seller to enter on the premises, with or without notice, and remove the property and hereby waives any action, or right of action, arising out of such entry and repossession.
9. Designs, samples, drawing and specifications shall remain the Seller's property.
10. This agreement constitutes the entire agreement between the parties, and may not be altered except in writing by the Seller and the Purchaser.