1. As used herein the term “Seller” shall mean Haphit and the term “Buyer” shall mean the person or entity desiring to purchase goods from Seller. The terms and conditions of sale contained herein apply to all quotations made and purchase orders entered into by Seller. These terms and conditions may in some instances conflict with some of the terms and conditions stated in the Buyer’s purchase order form and other communications to Seller. Therefore, Seller’s acceptance of Buyer’s order is made only on the express understanding and condition that insofar as the terms and conditions of this order acknowledgement and acceptance conflict with any terms and conditions of Buyer’s order, the terms and conditions stated herein shall govern, irrespective of whether Buyer accept these conditions by written acknowledgement, by implication, or by acceptance and payment for goods ordered hereunder. Seller’s failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of the provisions of any invoice.
2. Prices for all of Seller’s products shall be accordance with Seller’s product price list in effect on the date of shipment unless otherwise specifically agreed to between Buyer and Seller. The Amount of all transportation charges from Seller’s shipping location and of all taxes and other charges now and hereafter imposed by any governmental authority upon the manufacture, production, sale, purchase, delivery, possession or resale of the products specified herein, which may be paid by Seller of for which Seller may be liable, shall be the responsibility of the Buyer and shall be paid to Seller in addition to the purchase price of the products, unless otherwise agreed in writing.
3. All goods are payable in advanced payment unless credit arrangements have been made with Seller.
4. All sales are made F.O.B. the Seller’s warehouse. Subject to Seller’s right of stoppage in transit, delivery of products to a carrier at the shipping point in good condition shall constitute delivery to Buyer and risk of loss shall thereupon pass to Buyer provided, however, title shall remain in Seller until Buyer makes payment in full for any such products. In the absence of shipping instructions, Seller shall select a carrier who shall be deemed to act as Buyer’s agent, notwithstanding any payment by Seller of freight changes made for Buyer’s account. Seller shall have no liability for any events occurring during shipment: any claims for damages or loss shall be filed with the carrier. Delivery of any installment of products within 30 days after the date specified shall be deemed timely unless Seller receives written notice of cancellation prior to shipment. Delivery of a quantity which does not vary by more than 10% from the quantity specified by Buyer shall constitute full performance of such delivery. Late delivery of one installment shall entitle Buyer to cancel that installment only.
5. All shipping dates are approximate. Seller will exercise reasonable efforts to fill all orders according to the agreed schedule(s): provided, however, Seller shall not be responsible for any failure to perform or delay in performing which is directly or indirectly due to any governmental or military regulation or requirement, act of God, war, riot, embargo, fire, flood, strike or other labor dispute, unavailability of materials or transportation facilities, or any other unforeseen circumstances or causes beyond the Seller’s control. Any affected delivery date shall be deemed extended for a period of time equal to the delay incurred.
6. Seller warrants that the product sold shall be free from defects, except those reasonably likely to result from the quality required or permitted, in material and workmanship for 1 year unless otherwise stated from the date of receipt by Buyer. Seller’s duty and Buyer’s remedy under this warranty is limited to Seller’s correcting any such defect reported to Seller within the warranty period by, at Seller’s option, repair or replacement, provided that Buyer is not otherwise in default. Exchanged parts become Seller’s property. Seller does not agree under this warranty to bear the cost of repairs or replacements due to vandalism, abuse, misuse, neglect, normal wear and tear, modifications not executed by Seller, improper handling by others, or any causes beyond Seller’s control. SELLER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY RELATING TO INTELLECTUAL PROPERTY INFRINGEMENT OF SELLER’S ?PRODUCTS.