1. Unless otherwise provided by herein Buyer shall give to Seller at least 15 days notice, accompanied by shipping instructions, with respect to each delivery required hereunder.
2. Title to all goods sold hereunder shall pass to Buyer upon Seller’s delivery to carrier at shipping point.
3. Any tax or other Governmental charge upon the production, sale and/or shipment of the goods sold hereunder, now imposed by Federal, State or Municipal authorities or hereafter becoming effective for or during the period hereof, shall be added to the price herein provided, and shall be paid by Buyer. In the event that the price of any article herein specified is charged for one, a basis which includes transportation charges; any increase or decrease in transportation charges thereon shall be for Buyer’s account.
4. In the event of war, fire, flood, strike, labor trouble, accident, riot, act of Governmental authority, acts of God, or contingencies beyond the reasonable control of the parties, interfering with the production, supply, transportation, or consumption of the goods covered by this contract, or with the supply of any raw material used in connection therewith, quantities so affected shall be eliminated from the contract without liability, but the contract shall otherwise remain unaffected. Seller may during any period of shortage due to any of said causes, prorate its supply of such goods among itself, for its own manufacturing uses, and its customers, in such manner as may be fair and practicable.
5. SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE ARTICLES FURNISHED HEREUNDER OTHER THAN THAT THEY SHALL BE OF THE QUALITY AND SPECIFICATIONS STATED HEREIN. THERE IS NO WARRANTY OF MERCHANTABILITY. ANY RECOMMENDATIONS MADE BY SELLER CONCERNING USES OF APPLICATIONS OF SAID GOODS ARE BELIEVED RELIABLE, BUT SELLER MAKES NO WARRANTY OF FITNESS FOR A PARTICULAR USE OF RESULTS TO BE OBTAINED. BUYER ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE RESULTING FROM THE HANDLING OR USE OF SAID GOODS.
6. SELLER’S LIABILITY FOR BREACH OF WARRANTY SHALL BE LIMITED TO THE PURCHASE PRICE OF THE GOODS IN RESPECT TO WHICH A BREACH IS CLAIMED, AND (UNLESS SELLER SHALL DIRECT BUYER TO DISPOSE THEREOF) IS CONDITIONED UPON RETURN OF SUCH GOODS TO THE SELLER UNUSED, EXCEPT FOR NORMAL TESTING QUANTITIES. BUYER SHALL INSPECT THE ARTICLES FURNISHED HEREUNDER BEFORE ANY USE THEREOF AND PROMPTLY AFTER DELIVERY. BUYER’S USE OF THE UNQUALIFIED ACCEPTANCE OF THE GOOD AND A WAIVER BY BUYER OF ALL CLAIMS WITH RESPECT THERETO. SELLER SHALL NOT BE LIABLE IN ANY EVENT FOR PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM THE USE OF SAID GOODS IN MANUFACTURING PROCESS, OR IN COMBINATION WITH OTHER SUBSTANCES, OR OTHERWISE.
7. Buyer shall afford Seller prompt and reasonable opportunity to inspect goods as to which any claim is made as above stated. Seller reserves the right, in its sole discretion, to remedy any claimed defect in the goods or to substitute other goods therefore. Seller’s liability shall be limited to the stated selling price of any defective goods which are not replaced by Seller as herein provided. Seller shall in no event be liable for Buyer’s manufacturing costs, lost profits, good will or other special or consequential damages.
8. Carboys, drums, barrels, or other returnable containers are the property of Seller and are loaned to Buyer. Buyer shall make a deposit as security for the return of such containers, equal to Seller’s current deposit charge therefore at time of shipment, such deposit to be paid when the invoice for the contents is paid. Buyer shall use such containers only for reasonable storage of Seller’s goods originally delivered therein, and shall promptly return same in good condition (f.o.b. Seller’s shipping point, unless otherwise specified). Upon return of such containers as above provided, Seller shall credit Buyer with the amount of said deposit; but if buyer fails to so return such containers in good condition, Seller may refuse to accept same and may retain said deposit.
9. Seller may recover for each delivery hereunder as a separate transaction, without reference to any other delivery. If Buyer is in default with respect to any of the terms or conditions of this or any other contract with Seller, Seller may, at its option, defer further deliveries hereunder until such default be remedied (in which event, if Seller so elects, the contract period shall be deemed extended by a time equal to that during which deliveries shall be so deferred), or without prejudice to any other legal remedy, Seller may decline further performance hereof.
10. Seller may decline to make deliveries on this contract, except for cash, whenever Seller for any reason shall doubt Buyer’s responsibility and so advise Buyer.
11. Seller reserves the right to make delivery in installments. All such installments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of any installments shall not relieve Buyer of its obligation to accept remaining deliveries.
12. Seller’s waiver of any breach, or failure to enforce any of the terms and conditions of this contract, at any time, shall not in any way affect, limit or waive Seller’s right thereafter to enforce and compel strict compliance with every term and condition hereof.
13. This contract constitutes the entire agreement between the parties hereto, and there are no understandings, representations or warranties of any kind, express or implied, not expressly set forth herein. This agreement may not be modified or terminated except in writing.
14. This contract and all issues as the parties’ performance hereunder shall be conclusively deemed to be controlled by the laws of the State of New Jersey. Any action which pertains in whole or in part to any transaction under this contract shall be governed by such law and shall be deemed timely if commenced within two years of such transaction.