These terms and conditions shall govern all transactions between Murdock Webbing Company, Inc. (“Murdock”) and any purchaser of Murdock goods or products (“Purchaser”). Murdock does not accept any conflicting or different terms contained in Purchaser’s purchase order(s) or in any other communication from Purchaser. If these terms are not acceptable, Purchaser should notify Murdock at once. Purchaser will be deemed to have assented to Murdock’s terms and conditions when Purchaser has received delivery of product from Murdock.
All products sold as first quality by Murdock are warranted to be free from defects in material and workmanship, but such products are not warranted as to merchantability or fitness for any particular purpose, application or use. Products sold as other than first-quality are sold without warranty, “AS IS”.
Any products claimed to be defective shall, upon Murdock’s approval, be returned to Murdock. Murdock will make an adjustment for product it finds to be defective either by repairing it, replacing it, or by other suitable allowance, including credit. Murdock’s responsibility to Purchaser shall not exceed the original purchase price of the product claimed to be defective, and in no event shall Murdock be responsible for indirect, special, incidental or consequen-tial damages. The foregoing is Purchaser’s exclusive remedy. If Purchaser is buying products for resale, Murdock shall have no warranty or other obligation to any resale buyer or other third party.
Other than as specifically set forth herein, there are no other warranties for Murdock products, either express or implied. No Murdock representative or agent has authority to make any warranty, representation, promise or agree-ment, except as expressly stated herein.
Purchaser’s rights to assert a warranty claim, or reject or make any claim with respect to product, shall expire upon the earlier of (1) when sixty days have elapsed after arrival or shipment at destination or (2) when the goods have been altered or converted by Purchaser. Murdock shall not be responsible under the terms of this warranty, or these terms and conditions, unless a claim is made within such period of time. All claims must be made in writing, and all goods, subject to the claims, must be promptly offered to Murdock for examination in the same condition as when delivered to Purchaser. No goods shall be returned without Murdock’s consent.
Any defect in quality or delay in deliveries of product shall affect only the particular portion so defective or so delayed and Purchaser shall not be relieved of its obligation to accept the balance of the deliveries. Any delivery, or portion of delivery, not in dispute shall be paid for on the due date regardless of controversies relating to other deliveries or undelivered merchandise.
Murdock shall not be liable or deemed in default for failure to deliver, or delay in delivery, due to any cause beyond its reasonable control. If unable to meet delivery schedules, Murdock will endeavor to allocate material fairly among its customers but reserves to itself final determination of the deliveries to be made.
Quotations are subject to change without notice. Prices on accepted orders are also subject to change by Murdock at the time of manufacture due to increased costs, but the customer will be notified of any price increase and may cancel any undelivered portion of the order by written notice to Murdock delivered not more than 10 days after notification of the increase. Upon cancellation the customer shall have no liability for the cancelled portion of the order except as to goods already manufactured or in process, components procured by Murdock from outside sources, and special tooling and equipment procured for performance of the order.
No anticipation allowed. Prices do not include test report, certification or government inspection unless specifically communicated to Purchaser in writing. Purchaser shall not deduct discount on parcel post or other prepaid shipping charges. Whether goods are shipped F.O.B. plant or prepaid destination, delivery to carrier constitutes delivery to Purchaser.Interest is subject to a rate of 1% per month for all amounts that are past due. In the event that collection charges, legal fees or court costs are incurred, they are to be borne by Purchaser.
Murdock shall have the right, from time to time on any unfilled portion of an order, to limit any credit to be extended thereunder or to require payment before shipment. Such limitation or payment before shipment requirement shall not release any purchase obligation of Purchaser to Murdock.
At the termination date of the contract, all unshipped material shall be invoiced for payment at regular terms and held at Purchaser’s risk for further instructions. At the discretion of Murdock, a charge of 1% per month may be added until Murdock ships such goods.
These terms and conditions may not be amended without Murdock’s express written consent. No terms and conditions, other than those expressly stated herein, and no agreement or understanding, oral or written, in any way purporting to modify these terms and conditions shall be binding on Murdock unless made in writing and signed by Murdock’s authorized representative. All proposals, negotiations and representations made prior hereto are merged herein.
Any controversy or claim arising out of, or relating to this contract, or the breach thereof, shall be settled exclusively by arbitration in Providence, Rhode Island, in accordance with the then prevailing rules of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. This contract is governed by the laws of the State of Rhode Island.