STANDARD TERMS AND CONDITIONS OF SALE

Tri-Vee Corp. d/b/a Amax Industrial Products (hereinafter, collectively referred to as “Amax”) provide the following Standard Terms and Conditions of Sale (“Terms and Conditions”), which apply to all quotations and sales made by Amax.

1. TIME LIMIT. All quotations are valid for a period of 30 days, unless otherwise specified.
2. SHIPMENT. All orders will be shipped FOB at the shipping point indicated on the invoice using a carried approved by Amax. Unless otherwise indicated on the purchase order, the shipping cost will be prepaid by Amax and added to the amount of the invoice.
3. PAYMENT TERMS. All payments are due Net 30 days from date of invoice, unless otherwise specified in the invoice. Customer’s failure to make payment when due will be a material breach of these Terms and Conditions. Payments also available via EFT or credit card.
4. SUSPENSION OF PERFORMANCE; COLLECTION. Amax shall have the sole right of credit approval or credit refusal for its customers in all cases. Amax’s current credit policy is to place a customer on credit hold and to cease further shipments to customer if an invoice has not been paid within 60 days, at which time Amax will send a warning letter to customer. Any balance remaining outstanding at 120 days will be sent to collections. Amax reserves the right to alter such policies at its discretion. If in Amax’s judgment, customer’s financial position does not justify the terms of payment specified, Amax may require full or partial payment prior to shipment of the goods. Customer agrees to furnish Amax with the requested credit information. Customer agrees to pay reasonable attorneys’ fees to Amax in the event suit is necessary to collect an account for non-payment of the bill for materials.
5. TAXES. Federal, state or local taxes, including without limitation sales and/or use taxes, transfer taxes, or any similar tax not included in the quoted price for the products, will be separately set forth in the invoice and will be paid by Customer, where applicable. Customer will provide Amax with all applicable reseller exemption certificates.
6. WARRANTY. Amax warrants only that all good sold by Amax shall be free from defects in material and workmanship; provided, however, that this warranty shall be limited to goods found to be defective within a period of 90 days from the date of shipment (“Warranty Period”). The customer’s sole and exclusive remedy for any liability of Amax of any kind, including (a) warrant, express or implied, whether contained in these Standard Terms and Conditions of Sale, or in any terms additional or supplemental hereto, (b) contract, (c) negligence, (d) tort, or (e) otherwise, is limited to the replacement by Amax of those goods which an examination by Amax reveals to be defective during the Warranty Period, or at Amax’s option to refund to customer the money paid to Amax for such goods. Amax will have no obligation to remedy defects unless, within the Warranty Period, customer give Amax written notice of its claim. In no event shall Amax incur any obligation to replace goods that are determined by Amax to be defective due to customer’s misuse, or due to use not in accordance with applicable labeling. EXCEPT FOR THE EXPRESS WARRANTY STATED HEREIN, AMAX DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE GOODS, INCLUDING ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. The return of goods that are subject to warranty claims is subject to the terms of Section 11 of these Terms and Conditions.
7. DELIVERIES. The delivery date(s) quotes are based on Amax’s best estimate of a realistic time when delivery to the carrier will be made, and are subject to confirmation at time of acceptance of any resulting order. Amax reserves the right to make either early shipment or partial shipments and to invoice customer accordingly.
8. EXCUSABLE DELAYS. Amax shall not be liable for loss, damages, detention or delays resulting from causes beyond its reasonable control or caused by but not limited to strikes, restrictions of the United States Government or other governments having jurisdiction, delays in transportation, inability to obtain necessary labor, materials or manufacturing facilities, or any other cause reasonably beyond its control, whether similar or dissimilar to those listed.
9. CANCELLATION. Cancellation of any order must be by written notice to Amax and will be subject to cancellation charges, which will include all expenses incurred by Amax and reasonable profit on the sale.
10. RETURNS. Customer has 30 days from the date of sale to request a return. Product must be in a new re-sellable condition. All products return will be assessed a 25% re-stocking charge. If product is dirty, damaged or otherwise in less than new condition it will not be approved for return. Chemical products that have been opened are not eligible for return.
11. CONSEQUENTIAL DAMAGES; LIMITATION OF LIABILITY. AMAX WIL NOT BE LIABLE FOR ANY LOST PROFITS, INDIRECT, SPECIAL, INCIDENTAL, OR CONSQUENTIAL DAMAGES OF ANY KIND, WHETHER ARISING UNDER WARRANTY, CONTRACT, NEGLIGANCE, STRICT LIABILITY, INDEMNIFICATIO, OR ANY OTHER CAUSE OR COMBINATION OF CAUSES WHATSOEVER. THIS LIMITATION WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. In no case will Amax’s liability exceed the amount paid to Amax by customer for the specific goods giving rise to such liability.
12. EXPORT SALES. Amax will not export or deliver any products, technical information, data, and/or equipment outside the United States of America, if such export or delivery is then prohibited or restricted by any law or regulation of the Federal government of the United States of America. Customer will comply with all applicable export and re-export control laws and regulations, including without limitation, the Export Administration Regulations (15 C.F.R. Parts 730, et seq.) maintained by the U.S Department of Commerce and the Office of Foreign Assets Control Regulations (31 C.F.R. Chapter V) of the U.S. Treasury Department. Specifically, customer will not, directly or indirectly, sell, export, re-export, transfer, provide, divert, loan, lease, consign, or otherwise dispose of goods, services, software, source code, or technology received in connection with this order to any person, entity, or destination prohibited by the laws or regulations of the Federal government of the United States of America, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.
13. GOVERNING LAWS: All matters involving the validity, interpretation and application of these Standard Terms and Conditions of Sale will be controlled by the laws of the State of New York, United States of America.
14. CLERICAL ERRORS. All stenographic and clerical errors are subject to correction.
15. HEADINGS. The headings used throughout are for convenience only and will be disregarded for the purpose of construing and enforcing these Standard Terms and Conditions of Sale.
16. EFECT OF OTHER TERMS. These Standard Terms and Conditions of Sale are intended to be a complete expression of the terms applicable to any sale or products by Amax. Therefore, no terms or conditions set forth in any purchase order or any confirmation form will be effective to modify these Terms and Conditions of Sale.