1. PRICES
Prices are set forth on the face hereof. If no price is stated, the price is that specified in the then current CR&T price list at the time of the order acceptance for the quantity ordered. Prices specified herein exclude taxes. Buyer will pay any tax (and any related interest or penalty), however designated, imposed with respect to the Product sold.
2. TERMS OF PAYMENT AND SECURITY INTEREST
Terms of payment are net thirty (30) days from the date of invoice. All sales are subject to the prior approval of CR&T's credit department. If requested by CR&T, Buyer will complete a credit application and submit its most current available financial information.
If at any time the financial condition of Buyer so warrants, or if Buyer fails to make payment(s) when due, or defaults in any way, CR&T may either alter terms of payment, suspend credit and delay shipment or pursue any remedies available at law or equity or under this Agreement. In such event, CR&T will be entitled to reimbursement from Buyer for its reasonable expenses, including attorney fees. CR&T may charge the lesser of 1.5% per month or the highest lawful monthly contract rate on overdue accounts.
Buyer hereby grants a security interest in the Products and in any proceeds (including accounts receivable) as security for its obligations hereunder until the entire amount due has been paid and will execute any document to perfect this security interest that CR&T requests.
3. TITLE AND DELIVERY
All shipments by CR&T to a delivery destination within the United States are F.O.B. point of shipment. Title to Products and risk of loss pass to Buyer upon delivery to carrier, from the shipping point. On shipments to destinations outside the United States, title to Products and risk of loss will pass to Buyer at point of landing in the destination country, prior to entry through customs, if any, and Buyer will pay all transportation, duties, and insurance charges. In the absence of written instruction to the contrary, CR&T on behalf of Buyer, will select the carrier but will not be deemed thereby to assume any liability in connection with the shipment nor will the carrier be construed as an agent of CR&T. Claims for shortages or damage must be made to carrier within ten (10) days after arrival at destination.
Delivery dates set forth on the face hereof are estimates only. CR&T will make reasonable efforts to deliver in accordance with these dates: however, CR&T will not be liable for any damages, including incidental and consequential damages, for failure to deliver as estimated.
In the event of Product shortages, for any reason whatsoever, CR&T may allocate production amounts to its customer at its discretion.
4. WARRANTY
CR&T warrants to the origin retail purchaser only who purchases the Products from an authorized dealer of CR&T, the Products be delivered hereunder, if properly used, will be free from defects in material and workmanship for one year from date of purchase unless a different warranty statement is specified
in CR&T's price list in effect at time of shipment,
on Product packaging; or
on CR&T's quotation.
This warranty shall not apply if the product is altered, removed from the machine in which it is initially installed, is damaged or destroyed through no fault of CR&T, or is repaired other than by CR&T or its authorized agents. THE ABOVE WARRANTY IS IN LIEU OF ANY OTHER WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY WARRANTY OTHERWISE ARISING OUT OF ANY PROPOSAL, SPECIFICATION OR SAMPLE, CR&T NEITHER ASSUMES NOR AUTHORIZES ANY PERSON TO ASSUME FOR IT ANY OTHER LIABILITY.
If any Product furnished by CR&T fails to conform to the above warranty, CR&T's sole and exclusive liability will be, at CR&T's option, to repair, replace or credit Buyer's account with an amount equal to the lesser of the
price reflected on the current CR&T price list, or
price paid for any such Product which fails during the applicable warranty period provided that
Buyer promptly notifies CR&T in writing that such Product is defective and furnishes an explanation of the deficiency:
such Product is returned to CR&T's service facility at Buyer's risk and expense, and
CR&T is satisfied that the claimed deficiencies exist and were not caused by accident, misuse, neglect, alteration, repair, improper installation or improper testing. If such Product is defective, transportation charged for the return of Product and replacement Product to Buyer within the United States will be paid by CR&T. For all other related charges , CR&T will have a reasonable time to make repairs or to replace Product or to credit Buyer's account. 5. LIMITATION OF LIABILITY
IN NO EVENT WILL CR&T BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGE, IRRESPECTIVE OF WHETHER CR&T HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CR&T'S TOTAL LIABILITY TO BUYER EXCEED THE SUM PAID TO CR&T BY BUYER FOR THE PRODUCT SOLD HEREUNDER.
5. FORCE MAJEURE
CR&T will not be liable for any failure to perform due to unforeseen circumstances or causes beyond CR&T's reasonable control, including but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, delay in delivery by CR&T's vendors, fire, flood, accident, strikes, inability to secure transportation, facilities, fuel, energy, labor or materials.
In the event of force majeure, CR&T's time for delivery or other performance will be extended for a period equal to the duration of the delay caused thereby.
6. GENERAL
This Acknowledgement constitutes acceptance of Buyer's offer to purchase and Buyer's acceptance of CR&T's Terms and Conditions of sale.
The terms herein will be governed by the laws of the State of Utah.
All rights and remedies whether conferred hereunder, or by any other instrument or law will be cumulative and may be exercised singularly or concurrently. Failure by either party to enforce any term will not be deemed a waiver of future enforcement of that or any other term. The terms and conditions stated herein are declared to be severable.
Buyer may not assign any rights hereunder without the prior written approval of CR&T and any attempt to assign any rights, duties, or obligations, hereunder without CR&T's written consent will be void. CR&T may assign all or any part of its rights or obligations without Buyer's consent.
These terms and conditions constitute the entire agreement between the parties with respect to the subject matter hereof. These terms and conditions will prevail notwithstanding any different, conflicting or additional terms and conditions, which may appear on any order submitted by Buyer. Deviations from these terms and conditions are not valid unless agreed to in writing by an authorized representative of CR&T.
If any legal action is necessary to enforce the terms and conditions of this Acknowledgement, the prevailing party shall be entitled to recover all costs of suit and reasonable attorney's fees as determined by the court.