Invoice General Terms and Conditions
WARRANTY
FLINT CREEK RESOURCES, INC. makes no warranty, express or implied, concerning the product (s) furnished hereunder other than it shall be of the quality and specifications stated herein. Any recommendation as to use made by FLINT CREEK RESOURCES, INC. is done so at BUYER’S risk. BUYER accepts liability for determining if the product is suitable for BUYER’S intended use. FLINT CREEK RESOURCES, INC. EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY AND ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND BUYER EXPRESSLY AGREES TO SUCH
DISCLAIMER. No agent, employee, or other representative of FLINT CREEK RESOURCES, INC. shall have authority to bind Seller to any representation, promise, affirmation, or warranty regarding the product except as stated herein..
BUYER’S LIABILITY
BUYER shall assume all risk and liability for and shall defend, indemnify, and hold FLINT CREEK RESOURCES, INC. harmless from and against all claims, liabilities, costs, and expenses arising from or connected with the possession, transportation, handling, unloading, storage, processing or use of the product alone or in combination with the other substances. BUYER’S exclusive remedy and FLINT CREEK RESOURCES, INC. exclusive liability for damages under contract, tort, strict liability, negligence, or otherwise, shall in no case exceed so much of the purchase price as is applicable to that portion of the particular shipment with respect to which damages are claimed. In no event shall FLINT CREEK RESOURCES, INC. be liable for incidental, indirect, or consequential damages.
SAFETY AND ENVIRONMENTAL
BUYER acknowledges that the product may require special handling, storage, transportation, treatment or use to comply with applicable safety and environmental standards and will take all necessary action to comply therewith. BUYER further agrees to properly label the product if it is repackaged or resold and pass on all safety information and hazard warnings to its employees, purchasers, end users and their employees.
MATERIAL RETURN POLICY
Any material not meeting BUYER’S standards may be returned for replacement provided that: (1) a return authorization, in writing, is obtained in advance; (2) the material was not damaged in transit and/or through improper handling or use; and (3) written authorization for return of the material between BUYER and FLINT CREEK RESOURCES, INC. is requested within 30 days of the invoice date.
WEIGHTS AND TESTING
FLINT CREEK RESOURCES, INC.’ weights, fares and tests, taken at the shipping point, shall govern claims related to quantity or quality of any shipment are waived by BUYER, unless presented to FLINT CREEK RESOURCES, INC. within ten (10) days after receipt of delivery except where other written contractual arrangements between BUYER and FLINT CREEK RESOURCES, INC. are in effect.
GOVERNMENTAL ACTION AND COST CHANGES
At FLINT CREEK RESOURCES, INC.’s option, FLINT CREEK RESOURCES, INC.’s obligation hereunder shall terminate in the event any directive, order or regulation of any governmental authority or representative (whether legally or validly made or not) imposes upon FLINT CREEK RESOURCES, INC. suppliers’ obligations under environmental protection or similar laws either (1) to close a plant in which product or component(s) of product is/are manufactured or from which it/they is/are supplied, or (2) to make modifications to any such plant or alterations in FLINT CREEK RESOURCES, INC.’s suppliers’ manufacturing processes which in FLINT CREEK RESOURCES, INC. judgment make further manufacture of product or supply of product therefrom no longer economical, FLINT CREEK RESOURCES, INC. may at its option suspend further delivery of the product until it has reached agreement with BUYER on a revised price for product. If such revised price agreement shall not have been made in writing between BUYER and FLINT CREEK RESOURCES, INC. within 30 days of the date when FLINT CREEK RESOURCES, INC. notifies BUYER in writing of such material cost increase, then FLINT CREEK RESOURCES, INC. may at the end of such 30 day period terminate its obligation to BUYER to deliver further product hereunder. In the event FLINT CREEK RESOURCES, INC.’s obligation to deliver product is terminated hereunder FLINT CREEK RESOURCES, INC. shall not be obligated to BUYER to supply product from other sources and FLINT CREEK RESOURCES, INC. shall have no liability to BUYER for any damage, loss or injury suffered by BUYER by reason of any such termination.
ALLOCATION
If FLINT CREEK RESOURCES, INC., because of shortage of supply, either of its own production, of its sources of supply, or in the industry generally, or for any other similar reason, deems that it is unable to supply all demands upon it by its customers, it is understood and agreed that FLINT CREEK RESOURCES, INC. may allocate its available supply of product among its customers or itself in such manner and at such times as it may, in its sole discretion, determine. During continuance of any such contingency, the obligation of FLINT CREEK RESOURCES, INC. and BUYER shall be suspended or proportionately abated. Upon causation of such contingency, neither FLINT CREEK RESOURCES, INC. nor BUYER shall be obligated to make up any quantities omitted pursuant to the terms hereof.
DISCLOSURE OF PROCESSES, INTELLECTUAL PROPERTY
With respect to any oral or written purchase orders made on FLINT CREEK RESOURCES, INC., for the goods described on the attached page(s) hereof, whether dated before or after the date hereof, and whether accepted orally or in writing, please be advised that our acceptance of the same is subject to the understanding that, the provisions of any terms and conditions of said purchase order to the contrary notwithstanding. FLINT CREEK RESOURCES, INC. shall under no circumstances be required: (1) to disclose to any party (including the US Government, its agencies, or any other party) or to permit any such party to acquire, any information concerning
(a) the method of manufacture of any of the goods called for by said purchase order or (b) the raw material and/or manufacturing cost of said articles; or (2) to grant to any such party any rights in or under any patent, or any right to use any technical information, now of hereafter owned by FLINT CREEK RESOURCES, INC., or its parent company, or suppliers; or (3) to indemnify and/or hold harmless any such party against any expense resulting from actual or alleged infringement of any patent; provided, however, that as to any issued US Patent claiming the specific composition of matter of which the goods called for by said purchase order consist and/or the process by which said composition of matter is manufactured, we will so indemnify you to the extent of the purchase price of said goods. Acceptance of any goods or services referred to on the attached page hereof, shall constitute assent to said terms and conditions.
GOVERNING LAW
This Invoice and any attachments hereto shall be governed by the laws of the State of New York.
INTEGRATION
This Invoice and any attachments hereto (including any purchase orders) are intended by the parties to be the final expression of their agreement and is the complete and exclusive statement of all of the terms of their Agreement. In the event of any conflict between the terms of this Invoice and the terms of any attachment hereto, the terms of this Invoice shall prevail to the extent of the conflict.
FLINT CREEK RESOURCES, INC. makes no warranty, express or implied, concerning the product (s) furnished hereunder other than it shall be of the quality and specifications stated herein. Any recommendation as to use made by FLINT CREEK RESOURCES, INC. is done so at BUYER’S risk. BUYER accepts liability for determining if the product is suitable for BUYER’S intended use. FLINT CREEK RESOURCES, INC. EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY AND ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND BUYER EXPRESSLY AGREES TO SUCH
DISCLAIMER. No agent, employee, or other representative of FLINT CREEK RESOURCES, INC. shall have authority to bind Seller to any representation, promise, affirmation, or warranty regarding the product except as stated herein..
BUYER’S LIABILITY
BUYER shall assume all risk and liability for and shall defend, indemnify, and hold FLINT CREEK RESOURCES, INC. harmless from and against all claims, liabilities, costs, and expenses arising from or connected with the possession, transportation, handling, unloading, storage, processing or use of the product alone or in combination with the other substances. BUYER’S exclusive remedy and FLINT CREEK RESOURCES, INC. exclusive liability for damages under contract, tort, strict liability, negligence, or otherwise, shall in no case exceed so much of the purchase price as is applicable to that portion of the particular shipment with respect to which damages are claimed. In no event shall FLINT CREEK RESOURCES, INC. be liable for incidental, indirect, or consequential damages.
SAFETY AND ENVIRONMENTAL
BUYER acknowledges that the product may require special handling, storage, transportation, treatment or use to comply with applicable safety and environmental standards and will take all necessary action to comply therewith. BUYER further agrees to properly label the product if it is repackaged or resold and pass on all safety information and hazard warnings to its employees, purchasers, end users and their employees.
MATERIAL RETURN POLICY
Any material not meeting BUYER’S standards may be returned for replacement provided that: (1) a return authorization, in writing, is obtained in advance; (2) the material was not damaged in transit and/or through improper handling or use; and (3) written authorization for return of the material between BUYER and FLINT CREEK RESOURCES, INC. is requested within 30 days of the invoice date.
WEIGHTS AND TESTING
FLINT CREEK RESOURCES, INC.’ weights, fares and tests, taken at the shipping point, shall govern claims related to quantity or quality of any shipment are waived by BUYER, unless presented to FLINT CREEK RESOURCES, INC. within ten (10) days after receipt of delivery except where other written contractual arrangements between BUYER and FLINT CREEK RESOURCES, INC. are in effect.
GOVERNMENTAL ACTION AND COST CHANGES
At FLINT CREEK RESOURCES, INC.’s option, FLINT CREEK RESOURCES, INC.’s obligation hereunder shall terminate in the event any directive, order or regulation of any governmental authority or representative (whether legally or validly made or not) imposes upon FLINT CREEK RESOURCES, INC. suppliers’ obligations under environmental protection or similar laws either (1) to close a plant in which product or component(s) of product is/are manufactured or from which it/they is/are supplied, or (2) to make modifications to any such plant or alterations in FLINT CREEK RESOURCES, INC.’s suppliers’ manufacturing processes which in FLINT CREEK RESOURCES, INC. judgment make further manufacture of product or supply of product therefrom no longer economical, FLINT CREEK RESOURCES, INC. may at its option suspend further delivery of the product until it has reached agreement with BUYER on a revised price for product. If such revised price agreement shall not have been made in writing between BUYER and FLINT CREEK RESOURCES, INC. within 30 days of the date when FLINT CREEK RESOURCES, INC. notifies BUYER in writing of such material cost increase, then FLINT CREEK RESOURCES, INC. may at the end of such 30 day period terminate its obligation to BUYER to deliver further product hereunder. In the event FLINT CREEK RESOURCES, INC.’s obligation to deliver product is terminated hereunder FLINT CREEK RESOURCES, INC. shall not be obligated to BUYER to supply product from other sources and FLINT CREEK RESOURCES, INC. shall have no liability to BUYER for any damage, loss or injury suffered by BUYER by reason of any such termination.
ALLOCATION
If FLINT CREEK RESOURCES, INC., because of shortage of supply, either of its own production, of its sources of supply, or in the industry generally, or for any other similar reason, deems that it is unable to supply all demands upon it by its customers, it is understood and agreed that FLINT CREEK RESOURCES, INC. may allocate its available supply of product among its customers or itself in such manner and at such times as it may, in its sole discretion, determine. During continuance of any such contingency, the obligation of FLINT CREEK RESOURCES, INC. and BUYER shall be suspended or proportionately abated. Upon causation of such contingency, neither FLINT CREEK RESOURCES, INC. nor BUYER shall be obligated to make up any quantities omitted pursuant to the terms hereof.
DISCLOSURE OF PROCESSES, INTELLECTUAL PROPERTY
With respect to any oral or written purchase orders made on FLINT CREEK RESOURCES, INC., for the goods described on the attached page(s) hereof, whether dated before or after the date hereof, and whether accepted orally or in writing, please be advised that our acceptance of the same is subject to the understanding that, the provisions of any terms and conditions of said purchase order to the contrary notwithstanding. FLINT CREEK RESOURCES, INC. shall under no circumstances be required: (1) to disclose to any party (including the US Government, its agencies, or any other party) or to permit any such party to acquire, any information concerning
(a) the method of manufacture of any of the goods called for by said purchase order or (b) the raw material and/or manufacturing cost of said articles; or (2) to grant to any such party any rights in or under any patent, or any right to use any technical information, now of hereafter owned by FLINT CREEK RESOURCES, INC., or its parent company, or suppliers; or (3) to indemnify and/or hold harmless any such party against any expense resulting from actual or alleged infringement of any patent; provided, however, that as to any issued US Patent claiming the specific composition of matter of which the goods called for by said purchase order consist and/or the process by which said composition of matter is manufactured, we will so indemnify you to the extent of the purchase price of said goods. Acceptance of any goods or services referred to on the attached page hereof, shall constitute assent to said terms and conditions.
GOVERNING LAW
This Invoice and any attachments hereto shall be governed by the laws of the State of New York.
INTEGRATION
This Invoice and any attachments hereto (including any purchase orders) are intended by the parties to be the final expression of their agreement and is the complete and exclusive statement of all of the terms of their Agreement. In the event of any conflict between the terms of this Invoice and the terms of any attachment hereto, the terms of this Invoice shall prevail to the extent of the conflict.