All orders are subject to acceptance at the seller's general office.
The terms are cash on delivery. Financial arrangements, if desired, must be made in writing in advance of the purchase and subject to office approval, unless agreed to in writing. all accounts not paid within thirty (30) days from date of invoice bear interest thereafter at the rate of 1 1/2% per month or 18% per annum unless otherwise agreed to in writing.
If the buyer shall fail to make any payment in accordance with the terms and provisions of this contract, the seller, in addition to its other rights and remedies, but not in limitation thereof, may, at its option, cancel this contract or defer shipments or deliveries under this contract until such payment is made. Title to all goods sold or delivered by seller remains in seller until purchase price is paid in full in cash, and right of possession vests in seller at all times during default, or otherwise on buyer's part. Notwithstanding reservation of title, buyer assumes all risk or liability for damage to or destruction of goods or materials and completed or partly completed work, from time of delivery by seller to the carrier, if same are fold F.O.B Denver, or to the purchaser if same are sold F.O.B. Destination, or at the job, as the case may be, and thereafter neither damage or destruction shall affect or reduce buyer's obligation to make full payment. At seller's option, repossession of goods by seller shall be deemed merely possession for buyer's account and shall not affect or terminate buyer's obligation to make full payment to seller, nor shall any proceeding by seller for collection of purchase price operate as a waiver of seller's title and right of possession.
Any claim for material alleged to be unsuited for its proper use shall, if admitted by seller entail no greater liability than repair or replacement of this item at seller's option and shall in no case include claims for labor or consequential damages of any kind whatsoever.
Seller is not responsible for delay in production, shipping or delivering materials or liable for loss or damage arising from accidents at farms or plants, suspension or interruption of transportation facilities, accidents, fires, explosions, floods, earthquakes, lockouts, acts of God, acts of civil or military authority, insurrection, strikes, riots, differences with workmen, war, inability to secure cars, or other material, federal, state or other governmental laws, regulations or such other contingencies as are beyond the seller's control, or public calamity, acts of third parties not employed or controlled by seller.
Shipments on materials sold at delivered prices will be made via truck freight or other carrier selected by seller unless otherwise agreed in writing. Seller will not be responsible for failure or delay of carrier of deliver.
If after the date hereof, and on or prior to dates of shipment there shall be any increase or decrease in the tariff freight rates used in determining delivered prices, such prices on all unshipped goods shall be increased or decreased by the amount of increase or decrease of such rate.
Seller agrees upon prompt notice from the buyer at point and time of delivery and return of defective goods to point of shipment, to either replace the defective portion or allow credit therefor at seller's option. Seller does not guarantee fitness for any particular purpose of subject matter of any sale or contract, whether designs or specifications are furnished by buyer or ourselves; nor is seller liable under any circumstances for expense of repair or consequential or other damages, nor shall any implied warranties exist on seller's part. Seller's liability is limited to replacement of or credit for defective goods as above stated.
Unless otherwise expressly agreed upon in writing, the products sold hereunder shall be subject to the seller's standard growing variations, tolerances and classification.
Unless buyer and seller shall have expressly agreed thereto in writing, the seller shall not be responsible for the growth and result of any technical advice in connection with the design, installation or use of the products sold hereunder.
No claims allowed unless made in writing within ten (10) days of receipt of goods.
Time of shipment and method of delivery shall be as determined by seller. In case seller shall have any doubt as to payment the seller may decline to make shipments or deliveries under this contract, or under any contract of which this order is a part, except upon receipt of security satisfactory to the seller or for cash before shipment or delivery.
Waiver by the seller of any breach of this contract, or of any contract of which this order is a part, shall not be construed as a waiver or any other such breach.
Seller shall not be responsible for spotting, switching or other charges incurred at destination unless previously agreed to in writing.
If any tax or assessment, other than general property taxes and general income taxes, be now or hereafter levied directly or indirectly upon the production, farming, processing, sale, transportation, or otherwise, on or against the merchandise covered by this Agreement, and the raw or partly finished materials used in the farming thereof, an amount corresponding to such tax or assessment shall, unless otherwise provided herein, be added, without discount to the price herein specified, if such tax or assessment be payable by or be chargeable to the seller of the merchandise and in the event its cost be increased thereby.
Should the purchaser employ the seller to grow any product article, the purchaser hereby agrees at its expense, to save the seller harmless from any damages it might sustain by reason of said article or product or any part thereof so produced being claimed or found to be an infringement of any existing patent.
There are no oral or written understandings or agreements between the buyer and seller relative to this sale that are not fully expressed in this contract.