Order Terms & Conditions

The following terms and conditions govern all sales of products and materials of Garon Products Inc. whether made pursuant to oral or written orders to its representatives, salesmen, district offices, plants, warehouses, or the home office in Wall, NJ.

TERMS AND CONDITIONS TO GOVERN
Acceptance of orders, whether oral or written, is based on the express condition that Buyer agrees to all of the terms and conditions expressed herein. These terms and conditions will govern unless buyer notifies Seller of their unacceptability within five (5) days of the receipt of those terms and conditions. Buyer’s failure to object to these terms and conditions within five (5) days, or acceptance of delivery by buyer, will constitute Buyer’s assent to said terms and conditions. These terms and conditions represent the final and complete agreement of the parties, and no other terms or conditions in any way modifying or changing the provisions stated herein shall be binding upon Seller unless, made in writing and signed and approved by an officer or other authorized person of the home office of GARON PRODUCTS INC. WALL, NJ. No modification of any of these terms shall be affected by Seller’s shipment of goods following receipt of Buyer’s purchase order, shipping request, or similar forms containing printed terms and conditions additional to or different from the terms herein.

APPROVAL OF ORDERS
Orders shall be subject to acceptance by Seller’s Home Office. Buyer will be notified promptly if orders are not accepted.

PRICES
Prices are subject to change without notice by Seller. Buyer shall pay price in effect at time of shipment. Any increase in transportation rates or any changes in routing resulting in increase in transportation costs will be for Buyer’s account.

CASH DISCOUNTS
Cash discount, if any is indicated will be allowed only if taken within the time stated and provided there are no past due items.

FORCE MAJEURE
Delay in delivery or non-delivery in whole or in part by Seller shall not be a breach of this agreement if performance is made impracticable by the occurrence of any one or more of the following contingencies, the non-occurrence of which is a basic assumption on which the agreement is made: a) Fires, Floods, or other casualties; (b) Wars, riots, civil commotion, embargoes, governmental regulations, or martial law; (c) Seller’s inability to obtain necessary materials (finished or otherwise) from its usual sources of supply; (d) shortage of cars or truck or delays in transit; (e) Existing or future strikes or other labor troubles affecting production or shipment, whether involving employees of Seller or employees of others, and regardless of responsibility or fault on the part of the employer and (f) Other contingencies of manufacture or shipment whether or not of a class or kind mentioned herein and not reasonably within Seller’s control.

TAXES
All taxes and excises of any nature whatsoever now or hereafter levied by governmental authority, whether federal, state, or local upon the sale, use, or transportation of any goods covered hereby, shall be paid and borne by the Buyer.

TITLE TO GOODS
Title to the goods shall pass to Buyer upon delivery thereof to the carrier. Delivery to carrier shall constitute delivery to buyer and thereafter the goods shall be at Buyer’s risk. Any claim by the Buyer against Seller for shortage or damage occurring prior to such delivery must be made within five (5) days after receipt of the goods and accompanied by original transportation bill signed by carrier noting that carrier received the goods from Seller in the condition claimed.

WARRANTY
All goods sold by Seller are warranted to be free from defects in material and workmanship.

THE FOREGOING WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES NOT EXPRESSLEY SET FORTH HEREIN, WHETHER EXPRESSED OR IMPLIED BY OPERATION OF LAW OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OF FITNESS.

Seller shall not be liable for incidental or consequential losses, damages, or expenses, directly or indirectly arising from the sale, handling, or use of the goods, whether used singly or in combination with other products, or from any other cause relating thereto and Seller’s liability in any case is expressly limited to the replacement (in the form originally shipped) of goods not complying with this agreement, or, at the Seller’s election to the repayment of, or crediting Buyer with, an amount equal to the purchase price of such goods, whether such claims are from breach of warranty or negligence.

Any claimed defect in material or workmanship shall be deemed waived by Buyer unless submitted to Seller in writing within thirty (30) days from the date it was, or by reasonable inspection, should have been, discovered by buyer.

Seller shall not be liable under the foregoing warranty if any loss or damage is caused by improper application or use of the goods or if the goods are not applied and used according to Seller’s current printed directions and specifications, free copies of which are available upon request.

DESIGNATION OF CARRIER
For all sales made on a delivered price basis, Seller reserved the right to designate the carrier.

CANCELLATIONS
Seller reserves the right to require payment for the goods in advance or satisfactory security if the financial responsibility of Buyer becomes unsatisfactory to Seller. If Buyer fails to make payment in accordance with the terms of this agreement or any collateral agreement, or fails to comply with any provisions hereof, Seller may at its option (and in addition to other remedies), cancel any unshipped portion of this order, Buyer to remain liable for all unpaid accounts.

Goods cannot be returned and orders, once accepted cannot be canceled without Seller’s prior written consent. In the case of special or nonstock goods, Buyer’s cancellation will be accepted upon Buyer’s acceptance and payment in full for finished items and items within 10 days of completion, and on other items in process of manufacture, the cancellation charges shall be the percentage of completion as applied to the purchase price. Where unprocessed goods only are involved, the cancellation charge shall be the cost of the material plus 10%.

ADDITIONAL CONDITIONS ARE APPLICABLE TO ORDERS PLACED UNDER GOVERNMENT CONTRACTS OR SUBCONTRACTS THEREUNDER.

If Buyer notifies Seller that goods ordered hereunder are for use under a prime contract with an agency of the United States Government the following terms and conditions of the Armed Forces Procurement Regulations shall be incorporated into Seller’s terms of sale insofar as Buyer may be required to incorporate such provision in its subcontracts or insofar as applicable to the goods sold hereunder.

WALSH-HEALRY PUBLIC CONTRACTS ACT (12-605) RENEGOTIATION (7-10313) BUY AMERICAN ACT (6-104.5) EXAMINATION OF RECORDS (7-104.15) AUDIT AND RECORDS (7-104.4) PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (7-104.29) CONVICT LABOR (12-203) NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (8-706—7-104.4) WORK HOURS ACT (12-303.1) EXCESS PROFITS (7-104.11) MILITARY SECURITY REQUIREMENT (7-104.12) TERMINATION (98-706) EQUAL OPPORTUNITY EMPLOYER (12-802)