Hanco Ink, LLC (Seller) Standard Terms and Conditions of Sale
1. Limited Warranty. SELLER HEREBY EXCLUDES ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESSED OR IMPLIED, AND EXPRESSLY EXCLUDES WARRANTIES AS TO THE MERCHANTABILITY OF THESE GOODS OR THEIR FITNESS FOR ANY PARTICULAR PURPOSE. Seller’s liability hereunder shall be limited to replacement of any goods not of Seller’s standard quality for goods of such description or, at Seller’s discretion, refund of the purchase price for any such goods. SUCH REPLACEMENT OR REFUND SHALL BE BUYER’S EXCLUSIVE REMEDY. No claims hereunder shall be maintained unless notice of an alleged defect is received in writing by Seller within twenty one (21) days from the date of delivery. Seller retains the right to inspect any goods alleged to be defective to determine if said goods meet Seller’s quality standards.
2. Limitation on Liability. IN NO EVENT SHALL SELLER BE LIABLE FOR AN INJURY, LOSS OR DAMAGE, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL, ARISING OUT OF THE USE, OR THE INABILITY TO USE, GOODS PROVIDED HEREUNDER WHETHER SUCH DAMAGE RESULTS FROM BREACH OF WARRANTY, NEGLIGENCE OR ANY OTHER CAUSE AND WHETHER OR NOT SELLER KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH INJURY, LOSS OR DAMAGE.
3. Buyer Obligations. Buyer agrees to familiarize itself and keep informed (without reliance on Seller) concerning any hazards to persons and/or property involved in handling and using such products as those provided by Seller. Buyer shall advise its employees, customers, agents, distributors, consultants, independent contractors, and others who handle or use such products of any hazards. Buyer hereby indemnifies and agrees to defend and hold harmless Seller, its subsidiaries and affiliates and their respective directors, officers, shareholders, customers, employees, agents, successors and assigns of each, harmless from and against any and all liabilities, losses, costs or damages, including Seller’s attorney’s fees, resulting from claims from the use or handling of Seller’s products by Buyer or actions and causes of action which may be brought by third parties that arise out of, or as a result of, Buyer’s transactions with third parties or any subsequent purchase or application, which indemnity shall include Seller’s attorney’s fees and costs incurred as a result thereof.
4. Title: Risk of Loss. Seller shall retain title to the goods until they are paid for in full or used by Buyer in the ordinary course of business. Buyer shall provide any documentation reasonably requested by Seller to record Seller’s interest in such goods. Risk of loss of the goods shall pass to the Buyer upon delivery and Buyer shall adequately insure the goods until Seller has been paid in full for said goods.
5. Taxes. Prices do not include sales, excise, use or other taxes now in effect or hereafter levied by reason of this transaction. Any taxes imposed on the sale of the goods hereunder shall be billed to and promptly paid (or reimbursed) by Buyer.
6. Force Majeure. Seller shall not be liable for delay or failure in the performance of obligations arising from any causes beyond the control of Seller, and in such case of the time for performance shall be extended by the period of such force majeure. IN NO EVENT SHALL SELLER BE LIABLE FOR DAMAGES CAUSED DIRECTLY BY SAID FORCE MAJEURE OR INDIRECTLY BY ANY DELAY IN DELIVERY.
7. Payment. Buyer shall abide by the payment terms as listed on invoices provided by Seller. Payment shall be in cash or a cash equivalent in United States funds payable pursuant to Seller’s instructions. Seller reserves the right to withhold shipment for non-payment and demand payment in full of the entire account balance.
8. Late Payment. Seller reserves the right to charge one and one half percent (1.5%) Interest per month from the date payment is due until paid in full (or the maximum annual legal rate for sales of commercial goods, whichever is less) on overdue balances. Buyer shall also reimburse Seller for any costs and expenses, including attorney fees, incidental to the collection of any delinquent account.
9. Delivery. Unless otherwise agreed in writing, deliveries shall be F.O.B. shipping point at plant of manufacture. Delivery dates are approximate and subject to confirmation.
10. Customer Forms. No terms and conditions of any customer purchase (or similar) order in conflict with or in addition to these terms and conditions shall be binding upon Seller unless expressly accepted by an officer of Seller in writing, notwithstanding what the purchase (or similar) order provides.
11. Acceptance. All goods are shipped upon condition that these terms and conditions are accepted by Buyer; if not, Buyer must promptly return the goods and notify Seller in writing of non-acceptance within seven (7) days of receipt. Failure of Buyer to give written notice of non-acceptance to Seller within such seven (7) day period shall constitute final acceptance of said goods, terms and conditions.
12. Severability Clause. The invalidity or unenforceability of any one of more phrases, sentences, or sections in these Terms and Conditions shall not affect the validity or enforceability of the remaining portions of these Terms and Conditions, or any part thereof.
13. Miscellaneous. These standard terms and conditions shall supersede all other representations and statements, verbal or written, relating to goods specified herein unless the sale of such goods is subject to a written contract, signed by an officer of Seller and Buyer, in which case any terms therein which differ from or conflict with the standard terms and conditions set forth herein shall control.
14. Applicable Law. This invoice and the sale of goods described shall be governed by and construed in accordance with the laws of the State of Illinois (without giving effect to choice of law provisions).The UN Convention on the International Sale of Goods shall not apply to this contract. BUYER HEREBY ACKNOWLEDGES THAT SELLER HAS SUFFICIENTLY CALLED TO BUYER’S ATTENTION THE UNDERLINED AND BOLDFACED PROVISIONS WHICH RELEASE OR MITIGATE SELLER’S LIABILITY AND RESPONSIBILITY.