GOODS AND SERVICES SOLD BY APPLIED INDUSTRIAL TECHNOLOGIES OR ITS SUBSIDIARIES ("APPLIED") ARE EXPRESSLY SUBJECT TO THE TERMS AND CONDITIONS SET FORTH BELOW. ANY DIFFERENT OR ADDITIONAL TERMS OR CONDITIONS IN BUYER'S PURCHASE ORDER OR SIMILAR COMMUNICATION ARE OBJECTED TO AND SHALL NOT BE BINDING ON APPLIED UNLESS AGREED TO IN WRITING BY AN APPLIED CORPORATE OFFICER. BUYER'S ACCEPTANCE OF SHIPMENT OR PERFORMANCE AND/OR PAYMENT FOR THE GOODS OR SERVICES CONSTITUTES ACCEPTANCE OF APPLIED'S TERMS AND CONDITIONS
PRICE: Prices in effect at time of shipment of goods or performance of services shallprevail. All prices quoted by APPLIED are subject to change without notice. Prices donot include any present or future sales, use, excise, value-added or similar taxes and,where applicable, such taxes shall be billed as a separate item and paid by Buyer.
PAYMENT TERMS: A late payment charge of 1 1/2% per month (an annual percentage rate of 18%) shall be charged on all past due accounts and Buyer shall pay APPLIED all costs incurred by it in collecting any past due account from Buyer, including all court costs and attorney's fees. However, if the foregoing charges exceed that rate which is the maximum permitted by law, then such charges shall be calculated to be the highest allowable lawful rate. The remittance portion of the invoice shall accompany payment.
Alternatively, payments and other adjustments must reference the invoice number toassure proper credit. Deductions, if any, must clearly indicate reason and reference theapplicable APPLIED credit memo number or other supporting document(s).
CREDIT BALANCE: Any credit balance issued will be applied within one (1) year of its issuance. IF NOT APPLIED WITHIN ONE (1) YEAR, THE BALANCE REMAINING SHALL BE CANCELLED, AND APPLIED SHALL HAVE NO FURTHER LIABILITY.
DELIVERY: Unless otherwise noted, all sales of goods are made f.o.b. point of shipment and, in all cases, title shall pass upon delivery to the carrier at point of shipment and thereafter all risk of loss or damage shall be upon Buyer. Delivery dates given in advance of actual shipment of goods or performance of services are estimates and shall not be deemed to represent fixed or guaranteed delivery dates. A standard shipping charge is applied to each invoice for goods to cover the material preparation, packaging, freight and/or any additional costs associated with each shipment based on the value and/or weight of the shipment. Additional charges for local delivery may also apply.
WARRANTIES: Goods are sold only with such warranties as may be extended by themanufacturer of the product. Services performed by third parties are subject only tothose warranties extended by such third parties. APPLIED MAKES NO WARRANTYAND ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS ARE HEREBY EXCLUDED. Buyer is responsible for installation and use in accordance with manufacturer's instructions. APPLIED personnel are not authorized to alter this policy.
LIMITATION OF LIABILITY: APPLIED's liability on any claim for loss or damage arising out of this contract or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods,whether based on contract, warranty, tort (including negligence) or other grounds, shallnot exceed the price allocable to such goods or services or part thereof involved in theclaim, REGARDLESS OF CAUSE OR FAULT. This limitation of liability reflects adeliberate and bargained-for allocation of risks between APPLIED and Buyer andconstitutes the basis of the parties' bargain, without which APPLIED would not haveagreed to the price or terms of this contract. APPLIED shall not, under anycircumstances, be liable for any labor charges without its prior written consent.APPLIED SHALL NOT IN ANY EVENT BE LIABLE whether as a result of breach ofcontract, warranty, tort (including negligence) or other grounds FOR INCIDENTAL,SPECIAL OR CONSEQUENTIAL DAMAGES including, but not limited to, loss of profits or revenue, loss of use of goods or associated products, cost of capital, cost of substitute products, facilities or services, downtime costs, or claims of customers of Buyer for such damage. In addition, if APPLIED furnishes Buyer with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this contract, the furnishing of the advice or assistance will not subject APPLIED to any liability, whether based on contract, warranty, tort (including negligence) or othergrounds.
EQUAL OPPORTUNITY AND LABOR PRACTICES: The contract provisions in Section 202 of Executive Order 11246, as amended, and the regulations promulgated thereunderare incorporated by reference as if fully written with respect to any order. APPLIEDcertifies that the goods covered by this invoice have been produced in accordance withthe Fair Labor Standards Act of 1938, as amended.
MATERIAL SAFETY DATA SHEETS ("MSDS"): MSDS for applicable products sold by Applied are available online at www.AppliedIndustrial.com. Unless requested Applied will not furnish paper copies of MSDS that are electronically available at www.AppliedIndustrial.com. Applied will continue to furnish paper copies of MSDS forthose products for which an MSDS is not electronically available. Paper copies of MSDS for all products are immediately available upon demand via facsimile or U.S. mail.Please contact your local Applied service center to obtain a copy of any MSDS viafacsimile or U.S. mail or to continue receiving paper copies of MSDS for all shipments of applicable products.
NUCLEAR OR OTHER HAZARDOUS ACTIVITIES: Unless specifically agreed to in writing by an authorized representative of APPLIED, goods sold hereunder are notintended for use in connection with any nuclear facility or any other hazardous activitysuch as military or commercial aircraft, space exploration, missile installation or otherapplication where failure of a single component could cause substantial harm to personsor property. If so used, APPLIED disclaims all liability for any nuclear damage,contamination or other damage or injury and Buyer shall indemnify and hold APPLIEDharmless from such liability whether as a result of breach of contract, warranty, tort(including negligence) or other grounds. APPLIED and its suppliers shall not be liable toBuyer or its insurers based on contract, warranty, tort (including negligence) or othergrounds for onsite damage to property located at a nuclear facility.
CANCELLATION AND RETURNS: Buyer may cancel an order by mutual agreement based upon payment to APPLIED of reasonable and proper cancellation charges.Goods shall not be returned by Buyer without APPLIED's prior written authorization and payment by Buyer of a restocking charge of 15%. Special order items are NOT subject to return. No returns shall be accepted following 60 days after delivery.
FORCE MAJEURE: APPLIED shall not be liable for failure to deliver or for delay indelivery or performance due to (i) a cause beyond its reasonable control, (ii) an act ofGod, act or omission of Buyer, act of civil or military authority, governmental priority orother allocation or control, fire, strike or other labor difficulty, riot or other civildisturbance, insolvency or other inability to perform by the manufacturer, delay intransportation, or (iii) any other commercial impracticability. If such a delay occurs,delivery or performance shall be extended for a period equal to the time lost by reason of delay.
CHANGE IN BUYER'S FINANCIAL CONDITION: APPLIED reserves the right by written notice to cancel any order or require full or partial payment or adequate assurance of performance from Buyer without liability to APPLIED in the event of (i) Buyer's insolvency, (ii) the filing of a voluntary petition in bankruptcy by Buyer, (iii) theappointment of a receiver or trustee for Buyer, or (iv) the execution by Buyer of anassignment for the benefit of creditors. APPLIED reserves the right to suspend itsperformance until payment or adequate assurance of performance has been received.APPLIED also reserves the right to cancel Buyer's credit at any time for any reason.Buyer, in order to provide security for the payment of the full price of goods furnishedhereunder, grants APPLIED a security interest in the goods. Buyer agrees to executeany documents or furnish information necessary to perfect this security interest.
ASSIGNMENT OR DELEGATION: Buyer shall not assign or delegate any or all of its duties or rights hereunder without APPLIED's prior written consent.
WAIVER AND CHOICE OF LAW: The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of Ohio, United States of America, excluding conflict of law rules. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
GENERAL: All orders are subject to acceptance by APPLIED. Any representation,affirmation of fact and course of dealing, promise or condition in connection therewith or usage of trade not incorporated herein, shall not be binding on either party. If anyprovision hereof shall be unenforceable, invalid or void for any reason, such provisionshall be automatically voided and shall not be part of this agreement and theenforceability or validity of the remaining provisions shall not be affected thereby.