ACCEPTANCE: All orders are subject to acceptance by Sentry Air Systems, Inc. (herein referred to as "Seller"). No acceptance shall be effective which varies the terms hereof or proposes additional terms. Any such proposals shall be deemed to be rejected unless expressly approved by all Sellers in writing.
TERMS: The full amount of the invoices shall be due thirty (30) days after the date of the invoice and shall become past due thirty (30) days after the date of the invoice. Past due invoices will bear a delinquency charge which shall be 1% per month (which is an annual percentage rate of 18%), but not in excess of the rate permitted by law. No discounts shall be allowed on freight. Prices do not include applicable taxes, which are the responsibility of Purchaser.
COLLECTION COSTS: In the event that a Seller refers a past due invoice (or any part thereof) to attorneys or any collection agency for collection, the Purchaser agrees to pay all reasonable attorneys' fees and all other costs of collection in connection therewith, including without limitation, any attorneys' fees at trial, prior to trial, in connection with any bankruptcy proceedings, serving on any creditors' committees or in any capacity in such proceeding, and in connection with appeal.
WARRANTIES: SELLER DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THERE IS NO WARRANTY THAT THE SENTRY PRODUCTS WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION, OR WILL FULFILL ANY CUSTOMERS' PARTICULAR PURPOSES OR NEEDS. TO THE EXTENT THAT ANY SUCH WARRANTY CANNOT BE DISCLAIMED AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
RETURNS: No returns will be accepted without respective Seller's consent. A minimum 35% handling charge may be assessed on returns, if allowed.SHIPMENT: All shipments of products shall be delivered F.O.B. shipping point. Seller's title and liability for loss or damage shall pass to Purchaser upon Seller's delivery of product(s) to a carrier for shipment to Purchaser. Purchaser shall pay all transportation charges, and is responsible for insuring all products in transit and thereafter. Seller assumes no responsibility for damage in transit. Claims should be filed directly with the carrier involved.LIMITATION OF LIABILITY: Sentry Air Systems, Inc.'s (SAS) liability to Purchaser under any PO is limited to its warranty obligations set forth in these Terms and Conditions and in no event shall such liability, whether based in contract, warranty, negligence or other tort, strict liability or otherwise exceed the price of the Goods furnished to Purchaser under such PO. Upon the expiration of the applicable warranty period specified herein, all such liability whether based in contract, negligence or other tort, strict liability, breach of warranty or otherwise shall be deemed waived unconditionally and absolutely. The foregoing shall constitute the sole and exclusive remedy of Purchaser and the sole and exclusive liability of SAS. QUOTATIONS: No quotations, estimates or delivery dates furnished by any employee are accepted as binding unless confirmed in writing by the respective Seller.RISK OF LOSS: The risk of loss shall pass to the Purchaser upon delivery to the carrier, unless delivery is made by a Seller, in which event the risk of loss shall pass to the Purchaser upon delivery to the Purchaser.CONSEQUENTIAL DAMAGES: SELLER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST BUSINESS OR LOST PROFITS. SELLER'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE COST OF GOODS PURCHASED FROM THE RESPECTIVE SELLER.
APPLICABLE LAW: This agreement is governed by the laws of the State of Texas, without giving effect to any choice of law principles that would require the application of the laws of a different state. Any action or proceeding arising from or relating to this agreement must be brought exclusively in a court located within Harris County, Texas, and in no other jurisdiction. The parties hereby consent to personal jurisdiction and venue in, and agree to service of process issued or authorized by, such court.