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Purchaser hereby buys pursuant
to the terms and conditions herein stated, the goods
referred to on the reverse side hereto, for which
Purchaser shall pay to Active Electrical Supply Company,
an Illinois corporation (hereinafter referred to as
“Active”), the indicated purchase price at Chicago,
Illinois, on the following terms and conditions.
PAYMENT TERMS. Payment in full shall be
made on or before the 10th day of the month
following the month hereof (hereinafter referred to as
the “delinquency date”). Title to said goods remains
and shall remain in Active and shall not vest in
Purchaser until payment in full shall be made. Each
item purchased hereunder is purchased at the net price
indicated, unless a discount is explicitly noted by
Active in writing hereon. No discount on excise or
sales tax.
SHIPMENTS. All claims for breakage, loss
in transit or other such damage must be filed with the
transportation company making delivery of said goods
within five (5) days of Purchaser’s receipt of such
goods. All direct shipments from manufacturers or
wholesale suppliers are F.O.B. point of shipment, and
responsibility for filing claims with such
manufacturer or supplier or carrier, as the case may
be, rests with Purchaser. All deliveries by Active are
F.O.B. place of delivery and risk of loss for all
sales is on Purchaser after delivery F.O.B. point.
Factory shipping dates given in advance of actual
shipment are estimates by the manufacturer and shall
not be deemed to represent fixed or guaranteed
shipping dates.
RETURNS. No goods may be returned without
the written consent of Active, which consent when
given, shall be understood only as (a) acceptance for
credit of the goods in the same condition as they were
when delivered hereunder, (b) upon the payment by
Purchaser of all transportation charges with respect
to the delivery and return of said goods, (c) a
minimum 25% handling charge, and (d) in addition,
purchaser must provide proof of purchase. In no
circumstance will goods made to order be accepted for
return.
WARRANTIES. Since the goods sold
hereunder are not manufactured by it, Active makes no
warranties or representations, either express or
implied, as to these goods, including as to
workmanship, performance, quality, durability, fitness
for purpose or merchantability for any of the articles
it sells. This disclaimer is for all liabilities
including, among other, liability for consequential,
incidental and special damages. The only warranties
applying to such articles are those, which are written
and are specifically provided by the manufacturer’s
warranties. THE WARRANTY EXPRESSED IN THIS PARAGRAPH 5
IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, AND ACTIVE MAKES NO WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.
TAXES. The price for goods does not
include any sales, use or other taxes or charges
payable to state or local authorities. The the extent
that such taxes do not appear as an additional
separately itemized charge, Purchaser certifies that
the sale of the goods is exempt from such taxes and
Purchaser assumes the liability for any such tax which
may be found to be due, hereby agreeing to indemnify
and hold Active harmless with respect thereto.
SERVICE CHARGES. A service charge in the
amount of the lesser of 1-1/2% per month (18% per
annum), or the maximum allowed by law, will be added
to all unpaid invoices that are 30 days past the
delinquency date.
OTHER TERMS AND CONDITIONS. No terms and
conditions other than those herein stated, and no
agreement or understanding, in any way purporting to
modify these terms or conditions, shall be binding
upon Active unless consented to in writing by a duly
authorized representative of Active. OUR ACCEPTANCE OF
PURCHASER’S PURCHASE ORDER IS EXPRESSLY MADE
CONDITIONAL UPON YOUR ASSENT TO THESE TERMS AND
CONDITIONS.
NO WAIVER PRESUMED. Regardless of any
delay or omission to exercise any right or power
hereunder, no provision hereof shall be deemed waived
by Active unless such waiver is in writing and
endorsed hereon by Active; nor shall any such waiver
be construed to be a waiver by Active of any
succeeding breach or default.
EXTENSION OF CREDIT. Purchaser hereby
freely offers to Active certain information submitted
separately for the purpose of inducing Active to
afford the credit extended herby and subsequently
hereto as well, together with permission to
investigate the truthfulness thereof, but with the
understanding that Active may rely thereon without
reliance on any other source of information. Active
may withdraw credit from Purchaser at any time for any
reason whatsoever or without reason, and shall not be
liable for any such action on its part.
REMEDIES NOT EXCLUSIVE. Active shall have
all lien rights or other remedies provided by statute,
law and equity. The rights and remedies hereby created
are cumulative and the use of one remedy shall not be
taken to exclude or waive the right to the use of
another.
PARTIAL INVALIDITY. If any provision or
part of this instrument shall be declared invalid by a
court of competent jurisdiction, such invalidation
shall not affect the valid provisions hereof.
COSTS AND EXPENSES. Purchaser shall pay
and discharge all costs, expenses and attorney’s fees,
which shall be incurred and expended by Active in
enforcing the covenants and agreements of this
contract, whether by the institution of litigation or
in the taking advice of counsel, or otherwise.
ILLINOIS LAW CONTROLS. This is an
Illinois instrument and shall be construed under the
laws of the State of Illinois.
NUCLEAR APPLICATIONS. Active represents
that the product supplied hereunder is commercial
grade equipment and may not be suitable for a nuclear
application. FURTHER CERTIFICATION WILL BE REQUIRED
FOR USE OF THIS EQUIPMENT IN ANY SAFETY-RELATED
APPLICATION IN A NUCLEAR FACILITY.
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