1. Acceptance of Purchase Orders: All sales are subject to review and no sales are final until accepted by Apache Hose & Belting Company Inc. d/b/a Apache Inc. Inc. (”Apache Inc.”) at its headquarters in Cedar Rapids, Iowa. Prices on your Purchase Order (”PO”) may differ from our current selling prices. In the event prices listed on your PO are not accepted by Apache Inc., the correct prices will be reflected on your PO and faxed back to you for your approval. To continue processing your order we must receive a return fax of the PO confirming the corrected pricing.
2. Pricing: Prices are exclusive of all federal, state, or local taxes. The Buyer shall pay all taxes applicable to products purchased, or in lieu thereof. Buyer shall provide Apache Inc. with a tax exemption certificate acceptable to tax authorities for each state in which goods are to be shipped. Unless otherwise agreed upon and clearly stated on the quote or acknowledgment, prices do not include shipping costs.
3. Delivery: Delivery dates shall be subject to and contingent upon timely receipt of PO by Apache Inc., together with Buyer credit qualifications. Apache Inc. shall not be liable for failure to meet any promised delivery date due to credit qualification delays, force majeure, work stoppages, strikes, component unavailability, delays by component vendors, delay or default of common carrier or any unforeseeable event or circumstance.
4. Discrepancy / Failed Delivery Claims: The Buyer should file all claims for damage or shortages with the carrier handling the shipment. Claims stemming from discrepancies between invoice descriptions or quantities and actual product received by the Buyer due to an alleged error by Apache Inc. must be made in writing within thirty (30) days of invoice date. Any such claim not presented within that time limit will be waived and actual delivery of invoiced items and quantities shall be conclusively presumed.
5. Shipping and Handling: Shipping and handling charges will be calculated from Apache Inc. dock with freight prepaid and added (unless otherwise noted on the PO and agreed upon by Apache Inc.). Products are shipped FOB Apache Inc. dock and risk of loss due to damage or shortage or non-delivery due to carrier fault lies with the Buyer.
6. Limitation of Remedies and Liability: BUYER’S EXCLUSIVE REMEDY IS THE LIMITED WARRANTY SPECIFIED IN PARAGRAPH 7. The liability of Apache Inc. arising from your purchase of goods is limited to the repayment of the purchase price or the repair and replacement of the nonconforming goods or parts. In no event will Apache Inc. be liable for ANY INDIRECT, SPECIAL, PUNITIVE, consequential or incidental damages including without limitation injury to person or property or any loss resulting from your general or particular requirements regardless of whether Apache Inc. has knowledge of them, which would include without limitation lost profits, or business interruption. If you do not agree to this term, Apache Inc. does not agree to sell you any goods. By agreeing to purchase the goods you are indicating your assent to this condition.
7. Limited Warranty and Disclaimer of Warranties: Apache Inc. warrants that the goods purchased under this order are free from manufacturing defects and the quantity and type of goods delivered will conform to the quantity or type of goods described on your PO. Apache Inc. EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION ANY IMPLIED WARRANTIES FOR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. If you do not agree to this term, Apache Inc. does not agree to sell you any goods. By agreeing to purchase the goods you are indicating your assent to this condition.
8. Contract: This document is the exclusive source for defining the contract for the sale of goods from Apache Inc. to you. This contract incorporates by reference the description and quantity of goods contained in your purchase order, after Apache Inc. has accepted it. This contract incorporates by reference the prices for goods contained in our most recent price data or as written on your PO and accepted by us. This contract excludes all other documents, any other terms and conditions from your PO, and any conversations, negotiations, representations, or communications whether from us or any other party. If any part of this contract is found by any Court to be void or unenforceable, the remaining portions of the contract will continue to be valid and enforceable.
9. Consent to Iowa law and jurisdiction: If there is any legal dispute arising from this sale of goods, the matter will be governed by the laws of the State of Iowa. You agree that the U.S. or Iowa courts located in Linn County has exclusive jurisdiction over any disputes arising from the sale of goods herein.
10. Indemnification: You agree to hold harmless, defend and indemnify Apache Inc. from and against any and all claims by any third party (including without limitation your employees, customers, visitors, or agents) arising from the goods sold herein. This indemnity agreement is binding even if the third party claims that Apache Inc. was negligent or that its goods were defective.
11. Returned Material: In the event of Buyer ordering error, material may be returned for credit toward purchases of other Apache Inc. products less a twenty percent (20%) handling charge for restocking. Fabricated and Special order items ARE NOT RETURNABLE. No credit will be issued for return of goods older than sixty (60) days (from the date of shipment) or for products not returned in their original unopened factory package. A "Return Material Authorization" (RMA) number and package specific return-shipping instructions must be obtained from the Apache Inc. Customer Service Department before any material may be returned. Unauthorized returns may result in the product being refused and returned, or accepted with a twenty percent (20%) restocking fee or $100.00 transaction charge, whichever is greater. If product is not authorized for return with an Apache Inc. RMA and routed through an approved carrier, the supplier may be back charged for excess freight costs incurred plus a $150.00 Service Fee.
12. Change of Buyer's Name, Address or Reorganization: Buyer hereby agrees to notify Apache Inc. Credit Department in writing of any changes of name or address of any corporate reorganization or change of ownership, which may affect the information on your Credit Application.
13. Payment Terms: Payment terms are noted on each invoice. Accounts over 30 days past due may cause current orders to be put on credit hold, which is likely to create delivery delays. Delinquent accounts may be subject to an interest charge of 1.25% (or the maximum rate allowable by applicable law) per month. Delinquent account balances over 60 days past due are subject to being placed for collection and Buyer agrees to pay all expenses incurred, including collection fees, court costs and reasonable attorney's fees.
14. Alterations of Terms and Conditions: No alteration or waiver of the terms and conditions contained herein shall be effective unless authorized in writing and signed by a corporate officer of Apache Inc. In the event Buyer submits a PO with terms that are in conflict with the Apache Inc. terms and conditions of sale, the terms and conditions of Apache Inc. shall prevail.
15. Term Buyer: As used in this contract, the term “you” shall be equivalent to “Buyer”. Additionally the term “your” shall be equivalent to “Buyer’s”.