Acceptance of this Quotation is limited to the terms hereof and no other terms or conditions appearing in any writing of the Buyer shall be binding upon Seller.
Unless otherwise provided herein. Seller warrants title and that all goods sold hereunder shall conform to this Quotation. Except as otherwise expressly stated herein, SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTECULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO THE GOODS.
Seller shall not be liable for consequential damages resulting from any breach of this Proposal or any agreement resulting therefrom.
Any suggestions by the Seller concerning design and/or construction of the machined goods, when approved by the Buyer, shall become the sole responsibility of the Buyer. Unless this quotation otherwise assumes responsibility therefor, the Seller has no responsibility or liability should the machined goods fail to perform any particular function or produce any particular part or product. Buyer is subject to a contractual indemnity for any damages resulting from a defect in its design, or any design it approves, or from the operation of the machine goods.
Buyer warrants and guarantees the Seller the there are no patents, copyrights, or claims of third persons for infringement of any product to be produced by use of the machined goods, or to interfere with the manufacture of the machined goods; Buyer agrees to hold the Seller free and harmless of and from, and to indemnify the Seller against and all damages, costs and attorneys’ fees resulting from any claim, demand, or cause of action that may be instituted by anyone claiming such infringement.
Buyer shall have 15 days after delivery of the machined goods to notify the Seller of any claimed detect in or failure of the machined goods to conform to the description and specifications for the machined goods. If it is determined by Seller that there is such a defect or failure to conform, then at the option of the Seller: (1) the defective part shall be returned to Seller, at Sellers expense. to be corrected or reworked; or (2) the parties shall agree upon an amount to be deducted from the purchase price for the correction or reworking of the part by others. Buyers failure to notify the Seller of any such defect or failure with said 15 days shall be conclusive evidence that there is no defect of failure to conform and that Buyer has accepted the machined goods.
Any cause of action whatsoever arising under or by virtue oi this Quotation and any Agreement based thereon shall be filed only in the Washington County Courthouse for the jurisdiction of said Court, it is the express agreement of the parties hereto that this agreement is made and executed at the Sellers place of business; and the law of the State of Wisconsin shall govern all rights and duties of Buyer and Seller here-under.
Prior to delivery by Seller, Buyer may cancel its acceptance oi this Quotation by delivering written notice thereof to seller. In that event, the Buyer shall be liable to the Seller for the sum of the following: (1) All labor and material costs expended or incurred by the Seller on the machined goods, (2) cost of all materials specifically ordered or on hand for the machined goods and not yet in process, (3) all other costs expended or incurred by Seller by reason of the machined goods, including indirect and over-head costs, and (4) 15% of the full purchase price.
The machined goods are to be specially made and manufactured by the Seller for the Buyer, and therefore, the Seller shall have the right to recover the full purchase price if the Buyer rejects delivery, revokes acceptance, fails to make payment(s), repudiates or in any way breaches this agreement.
Title to the tool(s), die(s), mold(s), equipment. accessories, and machined goods, including all or any components thereof, which constitute the subject matter hereof, shall remain in the Seller until full payment by the Buyer or any of the purchase price to the Seller, and seller shall have the right to recover possession of such of them as may be in the possession of the Buyer or its agents or subcontractors. However, risk of loss caused by whatever reason shall pass to the Buyer upon delivery to the carrier. Upon such delivery, in case of loss. in whole or in part, the Buyer shall be obligated to the Seller for the entire balance of the purchase price.
No right or interest in this agreement shall be assigned by either the Seller or Buyer without the written consent of the other.
Any action for breach of this Agreement, in whole or in part, not filed within six (6) years after the cause of action shall have first accrued, shall be barred.
Unless the Buyer provides Seller with appropriate tax exemption certificates, the amount of any taxes which may be applicable to the sale of the machined goods shall be added to the purchase price paid by the Buyer.
Strohwig Industries shall not be liable for any defects in any steel or other materials utilized or incorporated in this job or any other incidental of consequential costs related to the defective materials.