254 | Additional Resources > Terms & Conditions of Sale | deltacnt.com Miscellaneous Resources Terms & Conditions of Sale 1. ACCEPTANCE: The sale of goods is expressly conditional on Buyer's acceptance of Seller's terms and conditions as stated on this page, provided that Seller's terms and conditions have not been previously accepted by Buyer. Buyer's acceptance of goods shipped under this Agreement is acceptance of these terms and conditions. 2. DELAYS: Seller shall not be responsible for any failure or delay in delivery due to fires, floods, labor troubles, whether or not due to fault of Seller, breakdowns, delays of carriers, total or partial failure for any reason of usual sources of supply or transportation, requirements or request of government or sub-division thereof, or any similar or dissimilar cause beyond Seller's control. In the event of inability of Seller's control to supply the total demands for any product specified in this order, Seller may allocate its available supply among any or all Buyers, including new customers, subsidiaries, affiliates and departments of Seller, on such basis as Seller, in its sole discretion, may decide upon, without liability for any failure to perform the contract which may be a consequence thereof. 3. DOCUMENTATION: Unless otherwise agreed, goods are sold only with Seller's standard quality control tests and calibrations and Seller's standard documentation. 4. ORDER CHANGES: Buyer's changes made after Seller's acceptance of the order that affect the specifications or configurations of the goods or otherwise affect the scope of the order shall be submitted in writing by Buyer and shall become binding only if approved in writing by the cognizant contract administrator. All charges and shipping costs resulting from such changes shall be for the account of the Buyer thereof shall be solely determined by Seller and shall be binding upon Buyer. Such changes are to be payable by the Buyer upon presentation by the Seller. 5. TERMINATION AND SUSPENSION: Provided that Seller receives adequate written notice from Buyer, Buyer may terminate or suspend performance at Buyer's convenience subject to all reasonable charges, which charges shall be solely determined by Seller. Such charges are to be payable by the Buyer upon presentation by the Seller. 6. TAXES: The price specified herein does not include the amount of any present or future tax applicable to the sale, manufacture, delivery, use and/or other handling of material hereunder. All government charges upon the production, shipment and sale of goods covered by this agreement, including, but not limited to, use, occupation, export and import taxes, shall be paid by Buyer or, in lieu thereof, Buyer shall furnish Seller with a tax exemption certificate acceptable to the authority imposing the tax on Seller. 7. WARRANTY: In consideration of the herein stated purchase price of the goods, Seller grants only the stated express warranty herein. No other warranties are granted, including, but not limited to, express and implied warranties, of merchantability and fitness for a particular purpose or service use. 8. EXPRESS WARRANTY granted on products manufactured by the Seller is that the Seller undertakes that products sold hereunder to Buyer shall be free from defects in material and workmanship, and shall conform to specifications for a period of 12 months from the date of use or 18 months from the original date of shipment by the Seller, whichever time period proves to be shorter. If defect is suspected, and upon receipt of definite shipping instruction, Buyer shall return, transportation prepaid all defective product, or products not conforming to specifications, to Seller. Product returned to Seller must be in the same condition as when received by Buyer. After inspection by Seller, and at Seller's sole discretion, Seller will repair or replace any product found to be defective or not meeting specifications and return it to the Buyer, by prepaid lowest rate transportation, to destination within the 48 contiguous states. However, Seller shall not be obligated for such charges when product returned proves to be free from defect and to meet specifications. Product which proves to be free from defect and to meet specifications shall be held by the Seller for shipping instructions and Buyer shall furnish such instructions promptly upon request. Such product may be disposed of by the Seller as refuse or scrap, without further responsibility or liability to the Buyer, if the Buyer has not furnished such instructions to the Seller within 120 days after being so requested. 9. RESALE PRODUCTS: Resale products are goods that are sold with Seller's goods which are not manufactured by Seller and which are supplied as an accommodation to Buyer in accordance with Buyer's requirements. Seller's responsibility for resale products is limited to reasonable commercial effort to arrange for procurement and shipping. Unless otherwise agreed, all prices are F.O.B. resale product manufacturer's factory. Standard drawings shall be only as supplied by the resale product manufacturer. All source inspections shall be arranged by Buyer with the resale product manufacturer. Seller makes no warranty for resale products, either express or implied, including warranties of merchantability and fitness for a particular purpose. The sole warranty shall be that of the resale product manufacturer. Buyer agrees that Seller has no liability for resale products beyond the services within Seller's direct control necessary to reasonably discharge the above stated responsibility and that Seller's shall not be liable for delays caused by resale product manufacturer. Buyer further agrees that Buyer's sole and exclusive remedy for Seller's breach of the stated responsibility shall be limited to the difference between the resale product manufacturer's price to Seller and Seller's price to Buyer for resale products in such breach.
