1. In the event of a price increase prior to shipment, prices will be guaranteed at the order price, provided shipment is made within thirty days of the effective date of any such increase price. Orders shipped after such date will be at the increased price notwithstanding that any such delay may be attributable to non-availability of material or facilities for manufacturing products ordered.
2. CREDIT AND FINANCIAL CONDITION: If Ohmite in its sole discretion does not approve Buyer's credit, Ohmite reserves the right to cancel any shipment thereof. In the event of Buyer's bankruptcy or any insolvency laws, reserving any and all other rights. Ohmite will be entitled to cancel any outstanding order during the period allowed for filing claims against the estate and will be paid for its cancellation charges.
3. TAXES: Prices listed do not include taxes. The gross amount of any sales, property, excise, use value-added, or other similar tax applicable to the price, sale or delivery of any goods or services furnished hereunder or to their use by Ohmite or Buyer will, at Ohmite's option, either be added to the price as shown on the face hereof unless prior to shipment Buyer provides Ohmite's tax-exemption certificate acceptable to the taxing authorities.
4. SHIPMENT AND DELIVERY: Unless otherwise specified, all shipments will be F.O.B. shipping point, at which point risk of loss passes to Buyer. Ohmite will not ship in any special manner unless so requested in writing by Buyer. Delivery dates are approximate and are not a guaranty of a particular day of delivery . If shipments are postponed more than 30 days due to the request or fault of Buyer, Ohmite will store goods at Buyer's risk and expense. Claims against Ohmite for shortages must be made within 5 days of arrival of shipment
5. DELAYS/NON-PERFORMANCE: Shipping dates are approximate only and are dependent upon the prompt receipt of all necessary material from our supplier and full information from the purchaser. If ample information is not furnished on time, dates of shipment may be extended for a reasonable time based on conditions at the factory. Ohmite will not be liable for delays in performance, including delivery, or for failure to perform, including failure to deliver due to (a) any causes beyond Ohmite's reasonable control, including Ohmite's inability to obtain necessary materials, components, services or facilities, or (b) Acts of God, acts of Buyer, acts of civil or military authorities, governmental regulations or priorities, strikes or other labor disturbances, fires, riots, wars or natural disasters, included epidemics, droughts, floods or transportation interruptions. In the event of such delay, this Agreement will not be terminated and the date of performance will be extended for a period of time equal to the period of the delay.
6. WARRANTIES/DISCLAIMERS: Ohmite warrants that goods and services sold for use hereunder will be free from defects in material and workmanship which appear within twelve (12) months of the date of shipment, provided that Buyer notifies Ohmite in writing of the defects covered by this warranty within seven (7) days of their first appearance, obtains Ohmite's permission to return the goods, and if such permission is obtained, ships the goods freight prepaid as per Ohmite's instructions. In the event that shipment is unreasonably delayed by Buyer, this warranty expires twelve (12) months after the date Ohmite notifies Buyer that goods are ready. Ohmite's obligation is limited, at its option, to issue credit, or to repair or replace goods which are proved to be defective. The warranties and remedies set forth herein do not apply to (a) goods, parts, advice, assistance or service which Ohmite furnished as a business courtesy, but are not required hereunder, (b) any goods or parts thereof which have been subjected to misuse (including any use in violation of Ohmite's instructions), neglect (including inadequate maintenance), improper storage, incorrect installation or servicing not performed my Ohmite. THE FORE GOING WARRANTIES AND REMEDIES ARE EXCLUSIVE AND THERE ARE NO OTHER WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED WITH REPSECT TO ANY GOODS OR SERVICES SOLD HEREUNDER, WHETHER AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER. After expiration of the warranty period all liability to Buyer ceases.
7. LIMITATIONS OF LIABILITY: (a) OHMITE WILL NOT UNDER ANY CIRCUMSTANCES, WHETHER AS A RESULT OF BREACH OF CONTRACT, BREACH OF WARRANTY, OR TORT OR OTHERWISE BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DEMAGES. (b) OHMITE'S LIABILITY ON ANY CLAIM OF ANY KIND FOR ANY LOSS OR DAMAGE ARISING OUT OF, RESULTING FROM, OR CONCERNING ANY ASPECT OF THIS AGREEMENT OR FROM THE GOODS OR SERVICES FURNISHED HEREUNDER SHALL NOT EXCEED THE PRICE OF THE SPECIFIC PRODUCT OR SHIPMENT WHICH GIVES RISE TO THE CLAIM.
8. CHOICE OF LAW: The validity, performance and all matters relating to the interpretation and effect of this Agreement and any amendments hereto or modifications hereof will be governed by the substantive (but not the conflict of laws) laws of the State of Illinois.
9. MODIFICATION AND COMPLETE CONTRACT: No assignment, modification, amendment, rescission, waiver or other alteration or change will bind Ohmite unless agreed to in a writing signed by an officer or other authorized employee of Ohmite. This document contains the entire understanding and agreement of the parties concerning the purchase and sale of the items listed on the front hereof, except that orders by or through any party with whom Ohmite has a distributorship or manufacturer's representative contract will be subject to such contract. Any proposal, negotiation, representation, promise (course of dealing or trade usage) not contained or referenced herein will not bind Ohmite.
10. In the event this order is cancelled by the purchaser for any reason other than default by Ohmite, then the purchaser agrees to pay Ohmite a reasonable cancellation charge based in OHMITE's cost of processing this order from the date of inception up to the date of cancellation, plus a reasonable profit reflecting Ohmite's loss of profits with respect to that part of the purchase order that is cancelled.
11. The Seller reserves the right to produce and ship quantities that may vary plus 10% or minus 5% from the quantity ordered.
12. No sale of goods covered by this order shall grant to the purchaser any license or right of any kind under any patent owned or controlled by the seller or under any patent which the seller has a license, except as patent licenses may be specifically granted in writing.
13. Tools and dies embody the Seller's designs and any charges made for them represent only a portion of their cost. Accordingly, the Seller retains the title and all rights to their possession.
Ohmite reserves the right to make changes in product specifications and availability without notice or liability. The information in this catalog is based on data obtained by our own research and isconsidered accurate. However, no warranty is expressed or implied regarding the accuracy of this data, the results to be obtained from the use thereof, or that any such use will infringe on any patent. This information is furnished upon the condition that the person receiving it shall make their own tests to determine the suitability thereof for their particular purpose. Maximum working voltage ratings of all Ohmite products are based upon the maximum resistance value available in each specific series. For each selected resistance, use Ohm's Law (V=) to calculate maximum working voltage.