deltacnt.com | Additional Resources > Terms & Conditions of Sale | 255 10. LIMITATIONS OF REMEDY: Seller shall not be liable for damages caused by delay in performance. The sole and exclusive remedy for breach of warranty shall be limited to repair or replacement under the standard express warranty clause, in no case, regardless of the form of the cause of action, shall Seller's liability exceed the price to Buyer of the specific goods manufactured by Seller giving rise to the cause of action. Buyer agrees that in no event shall Seller's liability extend to include incidental or consequential damages. Consequential damages shall include, but not be limited, to loss of anticipated profits, loss of use, loss of revenue, cost of capital and damage or loss of other property or equipment. In no event shall Seller be liable for property damage and/or indemnity coverage provided to Buyer, its assigns, and each successor in interest to the goods provided hereunder. 11. INSPECTION: Buyer may make reasonable inspections of goods at Seller's factory. Seller reserves the right to determine the reasonableness of the request and to select an appropriate time and location for such inspection. All costs of inspection shall be solely determined by Seller and shall be to Buyer's account. No inspection or expediting by Buyer at the facilities of Seller's suppliers is authorized. 12. PATENTS: Seller shall defend any suits brought against the Buyer based on a claim that the goods manufactured by Seller constitute an infringement of a valid patent of the United States, and shall pay any damages and reasonable costs awarded therein against Buyer, provided that Buyer promptly notifies Seller in writing and gives authority, information and assistance to Seller for the defense of such suit. In the event that only the goods manufactured by Seller are held to be infringing in such suit and their use is enjoined, Seller shall, at Seller's expense, provide a commercially acceptable alternative, including, but not limited to, procuring for Buyer the right to continue using the goods, replacing them with a non-infringing product or modifying them so they become non-infringing. Buyer agrees that Seller shall not be liable and that Buyer shall fully indemnify Seller if infringement is based upon the use of the goods in connection with goods not manufactured by Seller or in a manner for which the goods were not designed by the Seller or if the goods were designed by the Buyer or were modified by or for the Buyer in a manner to cause them to become infringing. 13. CREDIT: All shipments made hereunder shall, at all times, be subject to the approval of Seller's Credit Department. Terms of Sale shall be by agreement between, and adhered to by both, the Buyer and Seller. Any Trade Credit which may be extended by Seller to Buyer shall be at the sole discretion of Seller. Seller shall be under no obligation to extend such credit because of prior actions or for any other reason, whatsoever. If the financial responsibility of Buyer is unsatisfactory, or becomes impaired, or if Buyer fails to make payment in accordance to the terms of this, or any other contract with Seller, then, in such event, Seller may defer or decline to make any shipments hereunder except upon receipt of security satisfactory to Seller, or cash payments in advance, or Seller, at its sole discretion, may terminate the contract. 14. POINT OF DELIVERY: Delivery to carrier at the point of shipment shall constitute delivery to Buyer and Buyer shall assume all risk for subsequent loss of damage. The fact that in some instances a different "F.O.B." point may be shown on the face hereof, or that all or a part of freight charges may be prepaid, assumed, or allowed by Seller, is for Buyer's convenience only. 15. WAIVERS: No waiver by Seller of any breach of any provision hereof shall constitute a waiver of any other breach or of such provision. Seller's failure to object to provisions contained in any communication from Buyer shall not be deemed an acceptance of such provisions or as a waiver of the provisions of this contract. 16. GENERAL: Buyer shall not sign this agreement unless approved in writing by Seller, which approval shall not be unreasonably withheld.
