Seller warrants that the paper it sells is
free from defects in material and workmanship appearing within one year from
the date of delivery, provided that buyer notifies Seller in writing of any such
defect within that period.Upon
confirmation of a defect, Seller will remedy the defect by repairing the
equipment, replacing the paper or, at Seller’s option, fully refunding the
purchase price. That remedy is buyer’s exclusive remedy and Seller’s sole
liability for breach of warranty.
No employee, agent or other representative of
Seller is authorized to make any other warranty, written or oral.
FOREGOING IS IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES
ARISING FROM THE COURSE OF DEALING OR USAGE OF TRADE.
SELLER WILL HAVE NO RESPONSIBILITY UNDER THIS
WARRANTY FOR PAPER USED IN PROCESSING, OR OTHER APPLICATIONS FOR WHICH IT IS
NOT INTENDED. Any action for breach of warranty must be
commenced within six (6) months following delivery of written notice of defect
3. Limitations of Liability
LIABILITY FOR BREACH OF WARRANTY IS LIMITED AS PROVIDED IN SECTION 2 ABOVE, AND
FOR OTHER BREACHES OF CONTRACT IS LIMITED TO THE PRICE OF THE AFFECTED
PAPER.IN NO CASE SHALL SELLER HAVE ANY
OTHER LIABILITY, INCLUDING BUT NOT LIMITED TO LIABILITY FOR ANY SPECIAL,
INCIDENTAL, INDIRECT, CONTINGENT, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER
ARISING OUT OF BEACH OF WARRANTY OR OTHER CONTRACT BREACH, TORT (INCLUDING
NEGLIGENCE AND STRICT LIABILITY) OR UNDER OTHER THEORIES OF LAW OR EQUITY. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER SUCH
DAMAGES OR LOSSES WERE FORESEEABLE OR WHETHER SELLER HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES OR LOSSES.
shall defend, indemnify and hold harmless Seller against all claims and demands
for loss of life, personal injury or property or other damage or harm arising
out of Seller’s performance hereunder, including environmental claims and claims
by Buyer’s employees and agents for injuries occurring on Seller’s premises,
unless such claims are the result of Seller’s intentional or grossly negligent
5. Payment Terms and Credit
All payment terms are subject to Seller’s
approval of buyer’s credit, in Seller’s sole discretion; and if such approval
is withheld, payment shall be due in advance of Seller’s performance. In the
event that balances due Seller are past due, Seller reserves the right to hold
any rebates or incentives until past due balances are paid, and may reduce
accrued rebates by unearned discounts on the account (discounts taken on
invoices paid after the discount due date). If invoices remain unpaid
more than 20 days past the due date, Seller may offset (apply) held rebates
against all open invoices, oldest invoices first. Seller reserves the
right to collect interest charges on amounts past due more than 20 days (to be
calculated from the invoice due date at a rate of 1% per 30 days) and may apply
such interest charges against any rebates or incentives being held. If
balances due Seller are past due for longer than 45 days, Seller has the right
to terminate any rebates or incentives and the buyer will be responsible for
fees and expenses incurred to collect past due balances.
Delivery is FOB Seller owned or controlled
property.Dates of departure and
delivery are estimates and subject to change without notice. Seller makes no
express or implied warranties or representations in connection with carrier
transit or delivery times and in no event shall Seller be liable or responsible
for any damage or harm as a result of shipping delays.
7. Assignment and Subcontracts
Buyer shall not assign any of buyer’s rights
hereunder, whether by direct assignment, merger or the sale of all or substantially
all of its capital stock, assets or properties, including its right to receive
any product due or to become due hereunder.
8. Governing Law and Venue
TERMS OF SALE AND THE TRANSACTION(S) TO WHICH THEY APPLY SHALL BE GOVERNED BY
AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF WISCONSIN AND THE U.S.
(WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS). THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL NOT BE GOVERNED BY THE 1980 U.N.
CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. ANY CLAIM BROUGHT
UNDER THESE TERMS OF SALE SHALL BE BROUGHT IN A COURT HAVING JURISDICTION IN
THE STATE OF WISCONSIN.