Harco Manufacturing Company General Terms and Conditions of Sale

Taxes: Prices on the specified goods are exclusive of all city, state and federal excise taxes, including, without limitation, taxes on manufacture, sales, receipts, gross income, occupation, use and similar taxes. Whenever applicable, any tax or taxes will be added to the invoice as a separate charge to be paid by the Buyer

Payment Terms: Invoices are payable within thirty (30) days of date. Invoices will be dated on the earlier of the date of shipment or in cases where Buyer has requested a delay in shipment, the date that Seller is prepared to ship the goods. Invoices paid and received within (10) days will be allowed a 1% discount or costs of goods, only. There will be a finance charge of 1.5% of the total amount due for each thirty (30) day period that payment is in arrears. Seller’s acceptance of this finance charge shall not be deemed a waiver of any rights Seller may have by reason of Buyer’s nonpayment.

Method of Transportation: Buyer shall designate the method by which the goods are to be transported. All costs of transportation shall be the responsibility of Buyer. If Buyer fails to designate a mode of transportation, the mode of transportation shall be selected by Seller at Buyer’s expense.

Delivery: All deliveries shall be made F.O B. Sellers facility, with bills of lading addressed as directed by Buyer.

Change Orders: Seller shall be entitled to impose additional charges if Buyer requests changes in the specifications for the goods: (1) which materially alter the cost of production or (2) are received by Seller within three (3) weeks prior to the date Seller has scheduled to commence fabrication.

Cancellations: If Buyer notifies Seller that Buyer is canceling this Sales Agreement, Buyer shall pay Seller as of the date Seller is notified of cancellation, for all material specially assembled by Seller to fabricate the goods and all labor costs incurred by Seller in connection with fabrication of the goods.

Storage Charges: Seller shall be entitled to charge a reasonable fee for any completed goods which are, at Buyer’s request, not shipped upon completion of fabrication.

Delays: Seller will not be liable for any delay in the performance of orders or contracts, or in the delivery or shipment of goods, or for any damages suffered by Buyer by reason of such delay, if such delay is, directly or indirectly, caused by, or in any manner arises from fires, floods, accidents, civil unrest, acts of God, war, governmental interference or embargos, strikes, Labor difficulties, shortages of labor, fuel, power, materials or supplies, transportation delays, or any other cause or causes (whether or not similar in nature to any of these hereinabove specified) beyond Seller’s control.

Warranty: Seller warrants that the goods will conform to the description and specifications and be free from defects in materials or workmanship for a period of one year from delivery. Seller does not warrant that spark arresters will totally eliminate all sparks generated by engines to which spark arresters are attached. THE WARRANTY DESCRIBED IN THIS PARAGRAPH IS IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE

Limitation of Buyer’s Remedies: Buyer’s exclusive remedy against Seller for breach of warranty or Seller’s failure to perform any obligation hereunder shall be for a refund of the purchase price of the goods, or, at Seller’s election, the repair or replacement of the goods. No other remedy (including but not limited to incidental or consequential damages for lost profits, lost sales, injury to person or property or any other incidental or consequential loss) shall be available to Buyer. Buyer shall not be authorized to return any product claimed to be defective without Sellers prior authorization.

Merge, Clause, All Prior Statements Not Binding: Seller’s sales representatives may have made oral statements about the goods, which are the sub1ect of this contract. Those statements are not warranties, should not be relied upon by the Buyer, and are not part of the contract for sale. The entire contract is embodied in this writing. This writing constitutes the final expression of the parties’ agreement, and a complete and exclusive statement of the terms of that agreement.

Amendment: This agreement can only be modified in a writing signed by the parties or their duly authorized agents.

Applicable Law: This agreement shall be governed by the Uniform Commercial Code as adopted in the State of Oregon and effective on the date of this agreement.

Acceptance Conditioned On Assent: Acceptance of this offer is expressly limited to the exact terms contained herein and any attempt to alter or omit any of such terms shall be deemed a rejection and a counter-offer.

Copies of Signatures To Be Treated As Originals: Copies of signatures on documents transmitted by one party to the other by facsimile or in photocopy form shall be treated as the delivery of original documents. At the request of either party, the parties shall confirm copies of transmitted signatures by signing and exchanging original documents.

Attorney’s Fees: If any suit or action is instituted to interpret or enforce the provisions of this Sales Agreement, to rescind this sales Agreement, otherwise, with respect to the subject matter of this Sales Agreement, the prevailing party on an issue shall be entitled to recover with respect to such issue, in addition to costs, reasonable attorney fees incurred in preparation or prosecution or defense of such suit or action as determined by the trial court, and if any appeal is taken from such decision, reasonable attorney fees as determined on appeal.


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