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1. Acceptance of these Terms and Conditions: Customer will be deemed to have assented to these Terms and Conditions when (i) UltraSource acknowledges acceptance hereof by signing the first page; (ii) when Customer has received delivery of the whole or part of the goods; or (iii) when Customer has otherwise assented to the terms and conditions hereof. These Terms and Conditions shall supersede any provisions, terms and conditions contained on any confirmation order, or other writing by Customer, and the rights of the parties shall be governed exclusively by these Terms and Conditions. It is expressly understood and agreed that these Terms and Conditions shall prevail over any conflict with the terms and conditions set forth in Customer's order form.
2. Payment Terms: The amount due as shown on this invoice shall be due and payable on the terms, if any, set forth on the face of this invoice, upon Customer’s receipt of the goods described herein or upon the date of this invoice, whichever is later. If such amount is not paid in accordance with such terms (or if no terms are specified, when it otherwise becomes due and payable), the overdue payment will bear interest from date of shipment at the highest legal rate. UltraSource reserves the right to withhold shipments if any payment is past due. If, in UltraSource's opinion, the financial condition of the Customer at any time does not justify continuance of shipment on the terms of payment specified, UltraSource may require full or partial payment in advance. All payments shall be in U.S. Dollars unless otherwise specified by UltraSource. Unless there is any unpaid in full for any amounts owed by Customer to UltraSource (hereunder or otherwise), UltraSource shall retain a first priority security interest in the goods delivered hereunder and Customer agrees to execute and deliver such documents as UltraSource may request in order to perfect such security interest.
3. Shipment: Unless otherwise stated, all prices are F.O.B. UltraSource's warehouse. Method and route of shipment are at UltraSource's discretion, unless Customer and UltraSource otherwise agree, identification of the goods to the contract shall occur as each shipment is placed in the hands of the carrier.
4. Claims: This invoice shall be presumed correct unless the Customer notifies UltraSource of any claimed error or deficiency within fourteen (14) days of receipt. Any suit by Customer not arising from this invoice or sale of the goods evidenced hereby shall be commenced within thirty days of Customer's receipt of the goods or shall forever be deemed waived and time barred.
5. Seller’s Warranties and Disclaimer of Warranties: Unless otherwise expressly set forth on the face of this invoice, UltraSource warrants only that the goods described in this invoice meet its standard specifications and are free from material defects. This warranty will survive for a period of thirty days after the delivery date of the goods. This warranty shall not apply to goods altered by Customer or defects caused by Customer's actions or inaction. NO EXPRESS WARRANTIES AND NO IMPLIED WARRANTIES; WHETHER OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, OR OTHERWISE, OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN, WHICH ARE MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, SHALL APPLY TO GOODS SOLD BY ULTRASOURCE.
6. Remedies: If the goods described in this invoice fail to conform to Customer's order or to any warranty and Customer notifies UltraSource of such nonconformity, UltraSource upon receipt of such notice shall instruct Customer as to the disposition of such non-conforming goods and shall at UltraSource's option either refund the invoice price thereof (if previously paid) or replace such nonconforming goods at the place of original delivery. The refund or replacement of such nonconforming goods in accordance herewith shall be Customer’s sole and exclusive remedy. IN NO EVENT SHALL ULTRASOURCE BE LIABLE FOR CONSEQUENTIAL INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SAME, OR FOR TRANSPORTATION OR OTHER EXPENSES THAT MAY ARISE IN CONNECTION WITH SUCH GOODS.
7. Cancellation: An order once placed with and accepted by UltraSource can be canceled only with UltraSource's consent and upon terms that will indemnify UltraSource against loss.
8. Returned Material: In no case are goods to be returned without first obtaining UltraSource's permission. Only unused material as currently manufactured, which has been invoiced to the Customer within thirty days, will be considered for return. No partial or open cases may be returned for credit. Material accepted for credit may be subject to a service charge, plus all transportation charges. Custom print or special order items are not subject to return for credit. Goods must be securely packed to reach UltraSource without damage.
9. Particular Transactions: If the transaction evidenced by this invoice has been agreed upon between UltraSource and Customer and is to be priced at cost plus an agreed upon percentage, the cost used to compute the price shown on this invoice and agreed to by Customer is cost unadjusted for any advertising or promotional allowances, discounts at any other vendor concessions.
10. Freight: Freight charges added to the Invoice may include an amount greater than the freight charges paid to the carrier for handling and administrative expenses, and are not subject to discounts.
11. Taxes: The amount of the present or future sales, revenue, excise, or other taxes applicable to the goods listed in this invoice shall be added to the purchase price and shall be paid by the Customer, or in lieu thereof, the Customer shall provide UltraSource with a tax exemption certificate acceptable to the taxing authorities of any relevant jurisdiction.
12. Attorneys’ Fee: In the case of a failure to pay the invoice amount when due or any other breach of these Terms and Conditions, UltraSource may recover legal fees and any additional costs and expenses incurred in enforcing payment or the terms hereof. These terms and conditions shall be governed by the laws of the State of Missouri. Customer unconditionally and irrevocably accepts and submits to the jurisdiction of the United States District Court for the Western District of Missouri with the respect to any legal action, suitor proceeding arising out of or in connection with the goods or these Terms and Conditions. To the extent permitted by law, Customer agrees to reimburse UltraSource for all reasonable attorneys’ fees incurred in connection with enforcing any of UltraSource's rights under these Terms and Conditions, including, without limitation, any reasonable attorneys’ fees incurred by UltraSource in any bankruptcy proceeding involving Customer.
13. Delay in Performance: UltraSource shall not be liable for any damages or penalties as result of any delay in Ultravac Solutions’ performance when such delay is due to the elements, acts of God, delay in transit, delay in delivery by any vendor of UltraSource or any other cause beyond the reasonable control of the UltraSource.
14. Miscellaneous: If any part of the invoice shall be held to be illegal, void or unenforceable, the remaining portions shall remain in full force and effect. The failure of UltraSource to insist in any instance, upon the performance of any of these Terms and Conditions, or to exercise any right hereunder, shall not be construed as a waiver of any of the other Terms and Conditions or the right to enforce the future performance or the future exercise of any other rights herein. The remedies provided for herein shall be the sole and exclusive remedies of Customer with respect to the subject matter hereof. UltraSource shall not be liable for loss or damage of any kind resulting from delay or inability to deliver on account of fire, labor troubles, accident, acts of civil or military authorities, or from any other cause beyond its control. These Terms and Conditions and the invoice shall constitute the entire agreement between UltraSource and Customer, superseding all prior oral or written communications and negotiations with respect to the subject matter hereof. These Terms and Conditions may not be changed or modified orally, but may only be modified or amended, in whole or in part, in writing signed by both UltraSource and the Customer.