The terms and conditions of this offer to sell (this “Offer”) include, among other things, disclaimers of warranties
(including merchantability), disclaimers of tort liability (including negligence and strict liability), an exclusive remedy and
an exclusion of consequential damages. Your acceptance of delivery of the goods described in this Offer or any other
seasonable expression of your acceptance hereof will constitute your acceptance of the terms and conditions of this
Offer. See terms and conditions listed below.
TERMS AND CONDITIONS
- OFFER AND ACCEPTANCE – This Offer is not an acceptance of the terms and conditions of any offer or order of the
purchaser listed on this Offer (“Purchaser”) and the terms and conditions of any such offer or order are expressly
rejected. This Offer is an offer by Karay Metals, Inc. listed herein (Seller) to Purchaser and acceptance of this Offer is
expressly limited to its terms. Upon acceptance by Purchaser this Offer shall be the final written expression of agreement
between Seller and Purchaser, constituting the entire contract between them and superseding all previous
communications, either oral or written. This Offer and the contract created by it (the “Contract”) may be modified only
by a written agreement signed by Seller. Reference hereon to any order or other communication of Purchaser are solely
for purpose of identification.
- WARRANTY AND REMEDY – Seller warrants that the goods described on the face of this Order (the “Goods”) will
conform to the specifications set forth herein and will be of good workmanship and material at the place and on the date
of shipment. If Purchaser claims that the Goods do not conform to the specifications, Purchaser must permit Seller’s
personnel or representative to inspect the Goods on Purchasers property. If after inspection, Seller determines in its sole
discretion that the Goods do not conform to the specifications, Seller will replace the Goods or refund or credit the
amount paid for the Goods, at the Seller’s option.
- DISCLAIMER OF OTHER WARRANTIES – THE WARRANTY CONTAINED IN PARAGRAPH 2 HEREOF IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- DISCLAIMER OF TORT LIABILITY – SELLER HEREBY DISCLAIMS AND PURCHASER HEREBY SPECIFICALLY WAIVES ANY AND ALL TORT CLAIMS, WHETHER BASED ON NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY, FOR ANY ACTION OR FAILURE TO ACT WITH RESPECT TO THE DESIGN, MANUFACTURE, PREPARATION FOR SALE OR DELIVERY OF THE GOODS.
- EXCLUSIVE REMEDY – PURCHASER ACKNOWLEDGES AND Agrees THAT PURCHASER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF CONTRACT, BREACH OF WARRANTY, Tortuous CONDUCT OR ANY OTHER CAUSE OF ACTION AGAINST SELLER IS THE REMEDY SET FORTH IN PARAGRAPH 2 ABOVE AND THAT IN NO CASE WILL THE AMOUNT PAID BY SELLER EXCEED THE AMOUNT PAID BY PURCHASER FOR THE GOODS.
- EXCLUSION OF CONSEQUENTIAL DAMAGES – Purchaser SPECIFICALLY ACKNOWLEDGES AND AGREES THAT
UNDER NO Circumstances WILL THE SELLER BE LIABLE TO PURCHASER FOR ANY ECONOMIC, SPECIAL, INCIDENTAL OR Consequential DAMAGES OR LOSSES OF ANY KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST PROFITS, SUBSEQUENT PROCESSING CHARGES OR ANY OTHER LOSS RELATED TO THE CONTRACT OR TO THE GOODS DELIVERED HEREUNDER, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE.
- PRICES – The price of the Goods, as quoted hereon, is subject to change without notice. The actual price shall be
Seller’s price in effect at the date of delivery. The price(s) quoted is/are exclusive of all federal, state, municipal or other
government, excise, sale use occupational or other like taxes or duties. Any such tax, fee or charge of any nature shall be
paid by the Purchaser. If Seller is required to pay such tax, fee or charge at the time of sale or transfer, Purchaser shall
reimburse Seller therefore. Unless stated otherwise on this Offer, the price(s) quoted is/are exclusive of all transportation
charges. If Seller is required to pay for transportation of the Goods, all such charges will be set forth on the invoice(s) for
the Goods, or invoiced separately and shall be paid or reimbursed by the Purchaser.
- PAYMENT – Unless stated otherwise on the Offer, Purchaser shall pay the net amount indicated on the Seller’s invoice
within thirty days after the date of the invoice.
- DELIVERY – All shipments of the Goods are F.O.B. shipping point, Seller’s plant. Title of the Goods shall pass to the
Purchaser upon transfer of the Goods to the Freight carrier. Upon such delivery Purchaser shall be responsible for and
bear the entire risk of loss or damage to the Goods.
- FORCE MATURE – Seller shall not be liable for any failure to perform or for any delay in performance due to fire,
flood, strike or other labor difficulty, act f God, act of any governmental authority, act of war, act of terrorism, embargo,
delay in transportation, inability to obtain necessary labor, materials or product, or due to any other cause beyond the
Seller’s reasonable control.
- CANCELLATIONS – The Contract may not be canceled by the Purchaser without the express written consent of the
Seller. Upon any such cancellation, Purchaser shall pay (as invoiced by Seller) all charges incurred by Seller prior to
cancellation in connection with Seller’s preparation and performance hereof.
- DIMENSIONS – Unless otherwise specified herein, the dimensions of the Goods are subject to standard tolerances.
- OVER-SHIPMENT OR UNDER-SHIPMENT – Purchaser specifically understands and agrees that over-shipment or
under-shipment of the Goods within 10% of the quantity set forth herein is permissible.
- RENEGOTIATION AND OTHER GOVERNMENT REGULATIONS – Unless otherwise specified herein, Purchaser
represents to Seller that the Goods are not subject to renegotiation. Acceptance of this Offer is subject to all
- PROTECTION OF CONFIDENTIAL INFORMATION – Unless otherwise agreed in writing, both the Seller and Purchaser
agree to make every reasonable effort to retain in confidence any information exchanged that is deemed by either party
to be confidential. Each party recognizes and agrees that information supplied by the other party is without warranty as
to the accuracy or completeness, except for such information as may be included in the Seller’s Offer or the Purchaser’s
- LAW GOVERNING EXCLUSIVE VENUE, STATUTE OF LIMITATIONS – The Contract shall be governed by and
constituted under the laws of the State of New York, USA. Any suit by the Purchaser for breach of Contract. For any
alleged tortuous conduct or any other claim whatsoever, whether at law or in equity, must be filed within one year from
the date the cause of action accrues or be forever barred. Any such suit by the Purchaser must be brought in the United
States District Court in the state of New York or any proper New York state court in the County of Ulster, New York, USA.