Items sold and shipped to destinations in the state of Texas are subject to sales tax. Laws require that we charge sales tax on the full amount of the order.
The prices quoted herein are subject to change without notice and may unless otherwise specified on the face of this agreement be adjusted to Seller's prices in effect on the date of each shipment made pursuant to any purchase order of Buyer for the products listed herein. Orders given to or accepted by Seller's salesmen or agents are subject to approval and acceptance at Seller's place of business. Seller's prices do not include sales use excise or similar taxes. Consequently, in addition to the price specified herein the amount of any present or future sales use excise or other similar tax applicable to the sale of the merchandise shall be paid by the customer or in lieu thereof the customer shall provide Seller with a tax exemption certificate acceptable to the taxing authorities.
Unless otherwise agreed, all orders are for cash or will be shipped C.O.D. Each shipment shall be considered a separate and independent transaction and payment therefore shall be made accordingly. Where credit has been approved, the terms are net 10th Prox. unless otherwise specified. Invoices will be dated day of shipment. Seller reserves the privilege whenever in it opinion any reasonable doubt as to Buyer's responsibility exists to suspend or alter credit terms previously quoted to require payment before shipment or delivery or before manufacture in the case of merchandise to be made to special order, and in any such event. Seller shall not be liable for non-performance of this agreement in whole or in part.
With respect to all merchandise sold in accordance with customer's designs, blueprints, drawings, samples, or specifications, customer shall indemnify, pay for, and save Seller harmless from any and all expenses, injury, or losses arising out of claims of patent infringement because of the manufacture, use, or sale of any such merchandise.
Any technical advise furnished or recommendation made by Seller or any representative of seller concerning any use or application of any merchandise furnished under this agreement is believed to be reliable but Seller makes no warranty, express or implied, including the warranty of merchantability or fitness for a particular purpose of the results to be obtained. Customer assumes all responsibility for loss or damage resulting from the handling or use of any such merchandise.
Customer hereby grants seller a security interest in the merchandise sold hereunder, said security interest to remain in existence until all payments, including deferred payments, whether evidenced by notes or otherwise, shall have been made in full, in cash, and customer agrees to do all acts necessary to perfect and maintain such security interest in seller. During the existence of the aforesaid security interest customer warrants and represents that the merchandise will remain personal property.
CUSTOMER ACKNOWLEDGES THAT SELLER HAS MADE NO WARRANTIES RESPECTING THE MERCHANDISE SOLD HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS BETWEEN SELLER AND CUSTOMER, CUSTOMER PURCHASES THE MERCHANDISE "As Is" AND "WITH ALL FAULTS." Some of the merchandise purchased by customers from Seller has been, or will be, manufactured by a third party. To the extent allowed by the law, SELLER SHALL NOT BE LIABLE TO CUSTOMER FOR INCIDENTAL AND CONSEQUENTIAL DAMAGES SUFFERED BY CUSTOMER FROM ANY REASON WHATSOEVER.
The foregoing terms and conditions shall constitute the entire agreement of the parties with respect to the order, receipt of which is hereby acknowledged, except that in the event that such order applies to a government prime or subcontract, the contract resulting from the acceptance of customer's order shall be deemed to contain those provisions which are required by law to be incorporated in such government contracts. No waiver, alteration, or modification of the terms and conditions herein shall be valid unless signed by the parties hereto, provided that customer's acceptance of delivery of any shipment of merchandise covered by this agreement shall constitute an a acceptance in full of these terms and conditions. If, on account of breach by customer of any of customer's obligations hereunder, it shall become necessary for the Seller to employ an attorney to enforce or defend any of its rights or remedies hereunder, then in such event any reasonable amount incurred by Seller as attorney's fees shall be paid by customer. Interest on all amounts past due will accrue at the rate of 10% per annum. This agreement shall be construed as being made in Dallas County, Texas, and the rights and duties of the parties hereto shall be determined in accordance with the laws of the State of Texas. No waiver by the parties hereto of any breach or default of any term or condition of this agreement shall be deemed to be a waiver of any other breach or default of the same or any other term or condition contained herein. If any provision of this agreement is declared void, illegal, or unenforceable by a court of competent jurisdiction, the other provisions shall remain in full force and effect, and the provision held to be void, illegal, or unenforceable shall be limited so that it shall remain in effect to the extent permissible by law.