1. Complete Agreement.
This document (together with any proposals, work orders, exhibits, attachments, and other documents incorporated by reference, this “Order”) is an offer by Infinite Composites, Inc. (“IC”) to sell the goods indicated on the face of or attached to or incorporated by reference into this document upon these Terms and Conditions. By acknowledging receipt of this Order or by accepting delivery of the goods described herein, Customer agrees to these Terms and Conditions. Terms or conditions contained in any prior, contemporaneous or subsequent communication from IC or Customer that submit, propose, or state any additions, changes, deviations, or modifications to this Order, are void, objected to, and rejected by IC and Customer. This Order is the final and complete expression of Order between the parties, setting forth the entire Order between the parties regarding transactions under this Order and including all promises and representations both express and implied.
2. Modification.
None of these Terms and Conditions may be added to, modified, superseded or otherwise altered, including by course of dealing, except by a written instrument specifically referencing the affected provision of this Order signed by an authorized representative of each of IC and Customer.
3. Price; Payment.
Payment to IC is due 30 days after invoice date, unless otherwise stated. If Customer fails to timely pay its account, IC, and its parent, subsidiary, and affiliated companies’, may setoff against Customer’s, and its parent, subsidiary, and affiliated companies’ account balance, hold further orders, charge late payment fees and interest on past due amounts, and/or perfect its interest in the goods and/or Customer’s property by filing the appropriate liens or other documents. To the extent reasonably required by IC, Customer agrees to execute financing statements and other related documents as are reasonably necessary to create and perfect the security interests and/or charge late payment fees and interest on past due amounts. Interest shall accrue at the lesser of 18% per annum (1.5% per month) or the maximum amount allowed by law on any invoice from that invoice’s due date. IC may use the services of a collection service and/ or an attorney to collect amounts overdue, and Customer agrees that it will be liable for all fees incurred by IC, including collection service fees and/or attorney’s fees, costs, and expenses arising out IC’s collection efforts.
4. Taxes.
Prices do not include sales, use, excise,or other similar taxes.
The amount of any present, retro-active, or future sales, use, excise, or similar tax applicable to Customer’s purchase of goods or services will be added to IC’s invoice and paid by Customer unless Customer provides IC with tax exemption certificates acceptable to the appropriate taxing authorities.
5. Transportation and Title.
Unless otherwise agreed in writing by the parties, all goods are delivered F.O.B. shipping point, and title and risk of loss to the goods passes to Customer at that point.
6. Time.
IC will employ reasonable efforts to fill Customer’s Orders promptly upon acceptance. If IC is delayed in delivering goods and as a result of a force majeure event as described below, the delay will be excused.
7. Warranty/Disclaimer.
IC warrants that products manufactured by IC will be of the kind and quality specified in writing to Customer, and IC’s manufacturing process will not cause defects in material and will be performed in a good workmanlike manner, provided the products are used under normal and proper operating conditions and service. For a period of one year from the date of shipment, products will be replaced or repaired or the purchase price refunded, at IC's option, to the extent defective due to IC’s manufacture not being in compliance with this warranty. IC reserves the right to review and inspect all warranty claims to determine if the underlying claim is valid. All shipments of goods back to IC will be at Customer’s sole expense. This warranty does not apply to goods that are damaged due to Customer’s or any third party’s negligence or misuse of the goods.
THE FOREGOING EXPRESS WARRANTIES AND REMEDIES ARE IN LIEU OF AND SUPERSEDE (i) ALL OTHER WARRANTIES AND REMEDIES WHETHER EXPRESS OR IMPLIED, ORAL OR S T A T U T O R Y , I N C L U D I N G A N Y W A R R A N T Y O F MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (ii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION PRODUCT LIABILITY BASED UPON STRICT LIABILITY AND NEGLIGENCE.
8. Liability Limitation.
IN NO EVENT WILL (A) EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, COVER, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, OR BUSINESS) RESULTING FROM OR IN ANY WAY RELATED TO THE GOODS PURCHASED/SOLD HEREUNDER, THIS ORDER OR TERMINATION OF THIS ORDER, OR (B) IC’S LIABILITY TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF THIS ORDER OR THE GOODS PROVIDED UNDER THIS ORDER EXCEED THE PURCHASE PRICE ACTUALLY PAID TO IC FOR THE PRODUCTS GIVING RISE TO LIABILITY. This limitation applies regardless of whether the damages or other relief sought are based in contract or tort, including breach of contract including warranty, negligence, strict liability in tort, or any other legal or equitable theory.
9. Force Majeure.
IC is not liable to Customer for any loss or damage suffered by Customer, directly or indirectly, for any failure or delay of IC to perform this Order attributable to labor troubles (including, without limitations, strikes, slow-downs and lockouts) or civil disturbance, government regulations, inability to obtain or revocation of export or import license, interruptions of or delay in transportation, material shortages, fire, flood, acts of God, power failures, accidents or other causes of like or different character beyond IC’s reasonable control.
10. Intellectual Property.
Customer acquires no right, title or interest of any kind in, or with respect to, any of IC’s patents, trademarks or other intellectual property. Customer shall not directly or indirectly chemically analyze, reverse engineer, disassemble, deconstruct, design around or otherwise analyze or decompile any products provided by IC.
11. Objections.
IC takes exception to and objects to all hold harmless and indemnity provisions, either express or implied, set forth in Customer’s order, including, but not limited to, those that attempt to make IC responsible for Customer’s negligence. IC also objects specifically to any provisions in Customer’s order that (a) attempt to impose warranties other than as set out herein, (b) attempt to prohibit disclaimers of warranties, (c) attempt to preclude limitations on Customer’s remedies, or (d) attempt to impose damages resulting from performance failures.
12. Cancellation.
Because IC places orders with its suppliers in reliance upon customers’ orders, Customer may not cancel this Order without IC’s consent, which IC may withhold in its sole discretion. If IC agrees to cancellation of an order, IC will determine an appropriate cancellation charge, including shipping costs and restocking fees.
13. Severability; Non-Waiver.
If any one or more of the provisions of this Order, or any attached schedule or exhibit or other document expressly incorporated by reference into this Order or any attachment, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the resulting invalidity, illegality or unenforceability will not affect any other provision of this Order or the other document, as the case may be, and this Order will remain in full force and effect. A party’s failure to, or delay in, enforcing its rights under this Order will not constitute a waiver of the rights and will not constitute a basis for estoppel either at equity or at law. Either party may exercise its rights under the Order despite any delay or failure to enforce those rights at the time the cause of action or right or obligation arose.
14. Governing Law.
The laws of the State of Oklahoma govern the validity, interpretation, and enforcement of this Order without regard to choice of law rules that would apply the law of another jurisdiction. Any dispute, controversy or claim arising out of or relating to this Order, the good purchased/soled under this Order and/or the breach, termination or validity of this Order that cannot be resolved amicably by the parties, shall be brought solely in the United States Federal Courts or Oklahoma State Courts located in Tulsa County, Oklahoma. IC and Customer each submits to, and irrevocably waives any objection and any right of immunity with respect to, the jurisdiction of the forums specified in this Section 14.
