1. Seller's Offer. Notwithstanding any contradictory terms and conditions which may appear on Buyer's forms, the shipment and/or delivery of the goods and/or services made the subject of this invoice and the mailing and/or delivery of this invoice shall not constitute an acceptance by the Seller of any prior written or oral offer by the Buyer which contained terms and conditions different from or additional to those set forth below. Seller's acceptance of any such offer is expressly conditioned on the terms and conditions set forth below. Buyer's acceptance of the goods and/or services which are the subject of this invoice shall constitute confirmation of Buyer's acceptance of the terms and conditions set forth below.
2. Standard Limited Warranty. (a) Service Warranty and Disclaimer. Kaman Industrial Technologies Corporation ("Kaman") warrants to its original customer that all services provided by Kaman will be performed in accordance with generally accepted industry standards and will be provided in a manner consistent with the level of skill ordinarily exercised by Kaman in connection with its own work on the date such services are provided. Kaman’s liability for any breach of this warranty and customer’s sole remedy will be limited to correction or reperformance of such services by Kaman at no additional charge, subject to the disclaimer and limitation of remedies set forth below. (b) Product Warranty and Disclaimer. Kaman is a distributor and not a manufacturer of products which are supplied by it and Kaman has no control over the manufacturing process for such products. Accordingly, Kaman makes no warranty, representation or indemnity with respect to such products, it being understood that all such products shall be subject solely to those written warranties and indemnities, if any, provided by their respective manufacturers in each case, subject to any limitations set forth therein and subject to the disclaimer and limitations set forth below. c) Disclaimer and Limitation. THE WARRANTIES, REMEDIES AND/OR DISCLAIMER OF WARRANTIES AND REMEDIES AS SET FORTH AND DESCRIBED ABOVE ARE EXCLUSIVE AND ARE MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY STATUTORY WARRANTIES OR ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, ALL SUCH WARRANTIES BEING SPECIFICALLY DISCLAIMED AND EXCLUDED. IN NO EVENT SHALL KAMAN BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER REGARDLESS OF HOW ARISING. In the case of any products, supplies, components or devices which are not manufactured by Kaman, Kaman’s sole obligation shall be limited to making available to customer any existing applicable manufacturer’s warranties pertaining to such products, supplies, components or devices, to the extent Kaman can legally do so. In the case of a system assembled by Kaman involving both products and services, Kaman's total liability shall not exceed, in the aggregate, ten percent (10%) of the total cost of such system.
3. Entire Agreement. No agent, employee or representative of the Seller has any authority to bind the Seller to any affirmation, representation or warranty concerning the goods sold under this contract, unless such affirmation, representation or warranty is specifically included within this agreement. No modification or alteration of the foregoing disclaimer of warranty and limitation of remedies provisions shall be valid or enforceable unless set forth in a separate document issued and executed by the Seller.
4. Indemnification. In the event Buyer fails to disclaim any warranty with respect to any articles sold hereunder, Buyer shall indemnify and hold Seller harmless from any and all liability, costs and expenses to which Seller may be subjected as a result of Buyer's failure to so disclaim its express or implied warranties.
5. Risk of Loss; Title. The goods sold hereunder shall be at the risk of the Buyer upon delivery by the Seller to the carrier F.O.B. shipping point. Title to the goods sold hereunder shall remain in Seller until payment in full by Buyer.
6. Delays Beyond The Seller's Control. Seller shall not be responsible for delays in performance caused by delays at manufacturing plants, or in transportation or due to strikes, fires, floods, storms, war, insurrections, riots, any governmental regulation, order, act or instruction, or any other circumstances beyond the Seller's reasonable control, and Buyer's acceptance of goods and/or services shall constitute a waiver of any claims for damages due to delay. Under no circumstances shall the Seller be liable for any loss of use by Buyer or for any indirect or consequential damages arising from such delays.
7. Service Charge: Terms of Payment; Collection Actions. Any accounts not adhering to the payment terms on the face hereof will be subject to a service charge of one and one half percent (1 1/2%) per month on the unpaid balance. Unless otherwise indicated on the face hereof, payment terms are net 30 days. If Seller commences an action to collect amounts due on this account, Buyer will indemnify and hold Seller harmless from all expenses incurred in connection therewith, including attorney's fees.
8. Survival of Terms. To the extent any provision hereof is held invalid, then that provision shall be deemed to be deleted, and the remaining provisions hereof shall remain in full force and effect.
9. Returned Goods. Important. Material may not be returned without prior authorization. A ten percent (10%) handling or restocking charge, after inspection and in the opinion of the Seller, can be made upon all goods returned for credit. Goods returned for credit must be returned within five (5) days after receipt and must be accompanied by our Invoice Number and date of purchase. Custom items or special order merchandise including all nonstandard material is not returnable.
10. Foreign Shipment. In the event this sale involves a foreign shipment, the Seller declares this invoice to be true and correct in every respect and declares the goods described on the reverse side hereof to be the product of the Industry of the United States of America, except as otherwise noted.
11. Limitations of Actions. Buyer agrees that any action of any kind by the Buyer against the Seller must be commenced, if at all, within one (1) year after the date of delivery.
12. Disclaimer of Responsibility For Engineering Judgments. Unless the face of this order indicates that an independent engineering inspection and recommendation was requested by the Customer, and was made and documented by the Seller in writing, no representation is made by the seller as to the suitability of any product sold hereunder for any particular application, and the Buyer retains full responsibility for the selection of any product and for the determination of such product’s suitability for any particular application. No employee of the Seller has any authority to modify this provision, except in writing as specified herein, and this provision supersedes and takes priority over any oral communication or comments by any such employee, none of which shall be relied upon by Buyer or deemed to be a recommendation or warranty of any nature, express or implied. Proposal Conditions The prices and terms on this proposal are not subject to verbal changes or any other agreements unless approved in writing by the Home Office of the Seller. All proposals and agreements are contingent upon strikes, accidents, fires, availability of materials, and all other causes beyond our control. Prices in effect at time of shipment shall be applicable. Stenographic errors are subject to correction. Purchaser assumes liability for patent and copyright infringements when goods are made to Purchaser's specifications. Conditions not specifically stated herein shall be governed by established trade customs. Terms inconsistent with those stated herein, which may appear on Purchaser's formal order, will not be binding on the Seller.
The prices and terms on this proposal are not subject to verbal changes or any other agreements unless approved in writing by the Home Office of the Seller. All proposals and agreements are contingent upon strikes, accidents, fires, availability of materials, and all other causes beyond our control. Prices in effect at time of shipment shall be applicable. Stenographic errors are subject to correction. Purchaser assumes liability for patent and copyright infringements when goods are made to Purchaser's specifications. Conditions not specifically stated herein shall be governed by established trade customs. Terms inconsistent with those stated herein, which may appear on Purchaser's formal order, will not be binding on the Seller.