DELTA REFRACTORIES, INC. (DELTA)
TERMS OF SALE
The following terms are applicable to any purchase made by Customer. Customer is hereby notified that acceptance of Customer’s order is expressly made conditional on assent to the following terms and that Delta objects to any additional or conflicting terms proposed by Customer.
Limited Warranty: Delta warrants that the goods supplied hereunder (“the Goods”) will conform to the description herein, that Delta will convey good title to the Goods free from any security interest unknown to Customer, and that the Goods will be free from defects in material or workmanship when shipped to Customer. Any modification of the Goods by customer, or modification of or failure to follow, installation instructions voids any and all warranties. DELTA MAKES NO WARRANTIES, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT OF ANY PATENT), EXCEPT AS EXPRESSLY PROVIDED HEREIN.
Limitation of Remedies: If the Goods supplied do not conform to the limited warranty set out above, Delta will, at its option, (a) repair or replace the Goods which are defective or (b) refund so much of the purchase price as Customer has paid for the defective Goods, provided that written notice of the defect and its nature is given to Delta as soon as practical after discovery of the defect, but in no event later than one year from the date of shipment by Delta.
Limitation of Liability: The remedy of repair, replacement, or refund of the purchase price is Customers sole and exclusive remedy and will satisfy all of Delta’s liabilities, whether based on contract, negligence, tort, product liability, strict liability, or otherwise. IN NO EVENT SHALL DELTA BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, NOR SHALL ITS LIABILITY IN CONNECTION WITH ANY GOODS OR SERVICE SOLD EXCEED THE SALES PRICE OF SUCH GOODS OR SERVICE.
Inspection: With respect to any claim made by Customer, Customer will allow Delta a reasonable time to inspect, in place, the product produced by the Goods and to remove samples for testing and analysis, at Delta’s expense. Customer will not alter or remove the product produced by the Goods until Delta has made such inspection or waived its right to do so.
Limitation of Actions: Any legal action against Delta for a default of its obligations to Customer must be commenced within one year from the date the Goods were shipped to Customer.
Installation: Installation of Goods is Customer’s responsibility, and any assistance or supervision by Delta’s personnel or agents in installation of the Goods will not enlarge or alter Delta’s liability to Customer.
Prices: All prices are in U.S. dollars, F.O.B. point of shipment, unless otherwise stated
Risk of Loss: Title and risk of loss or damage shall pass from Delta to Customer upon delivery by Delta to a common carrier for shipment to Customer.
Payment: Unless otherwise agreed in writing, Customer will pay for the Goods on the basis of net cash 30 days from the date of invoice. Any unpaid account will bear interest at the maximum interest rate permitted by law from and after the date payment is due.
Deliveries: Acquisition, production, and delivery of the Goods by Delta are subject to strikes, threats of strikes, insurrection, governmental laws and regulations, ﬁres, factory shutdowns, embargoes, war, riots, delays in transportation, calamities, and delays beyond the reasonable control of Delta, and any delays resulting from such cause will extend the delivery dates for the Goods.
Shipment: Each shipment will be a separate transaction, and payment will be made accordingly. Partial shipments may be made and invoiced separately. All added expenses caused by partial shipments will be borne by Customer. If Customer is in default of any of its obligations to Delta (whether or not such obligation is in connection with the purchase of the Goods), or it otherwise appears to Delta that Customer may not make payments when due, Delta may, in addition to its other rights and remedies, defer shipments or deliveries hereunder, except upon receipt of the purchase price or satisfactory security.
Cancellation: Customers order cannot be cancelled except with Delta‘s consent and upon terms that will indemnify Delta against loss.
Typographical Errors: Customer agrees that Delta may correct typographical or clerical errors which may be present in the prices, quantities, or speciﬁcations contained in any of the documents.
Credit for Returned Goods: No credit will be allowed for the Goods returned to Delta unless prior written permission has been granted by Delta. A restocking charge of 15% to 60% may be applied, depending on material and packaging condition. Materials older than their recommended shelf life may not be returned and must be disposed of properly.
Assignment: No right or interest arising out of any contract between Delta and Customer may be assigned by Customer without the prior written consent of Delta.
No Waiver and Modiﬁcation: No waiver or modiﬁcation of any of the terms contained herein shall bind Delta unless in writing and signed by Delta.
Governing Law: The validity, construction, and interpretation of this contract and the rights and duties of the parties hereto shall be governed by the laws of Texas.
Entire Agreement: Delta is not bound by any representations, promises, or inducements of any kind unless set forth herein..