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Terms and Conditions for Invoice

  1. Acceptance. Seller’s Invoice is expressly conditioned on Buyer’s acceptance of the following terms and conditions of sale, which are in lieu of any additional or different terms contained in Buyer’s purchase order or in any other communication between Seller and Buyer pertaining to the goods which are the subject of the Invoice.

  2. Payment Terms. Payment shall be made by Buyer to Seller pursuant to the terms set forth on the front of the Invoice. Any payments not timely paid by Buyer to Seller in accordance with such terms shall bear interest at the rate of 1% per month, or any portion of a month, until paid in full by Buyer to Seller. In the event that the Seller retains an attorney or other representative to collect any amounts due hereunder, Buyer shall pay Seller’s reasonable attorney’s fees, plus any and all costs, fees and expenses related thereto.

  3. Taxes. Buyer is solely liable for any and all applicable Work and/or use taxes, levies and excise taxes imposed by any governmental authority, which Seller may be required to collect on behalf of the Buyer. Thus, the price as shown on the Invoice may be increased to cover these additional costs.

  4. Warranty. Seller’s warranty is expressly limited to the warranty attached hereto. THE FOREGOING WARRANTY IS SELLER’S SOLE WARRANTY WITH RESPECT TO THE GOODS PURCHASED AND SERVICES PERFORMED HEREUNDER. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. SELLER’S SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE EXPRESSLY LIMITED TO THE SELLER’S AGREEMENT TO REMEDY OR CORRECT ANY DEFICIENT WORKMANSHIP OR REPAIR OR REPLACE ANY DEFECTIVE MATERIALS OR EQUIPMENT, WHICH HAVE BEEN PREVIOUSLY PAID FOR BY THE BUYER.

  5. Limitation of Liability. SELLER’S LIABILITY TO BUYER, WHETHER IN CONTRACT, TORT, UNDER ANY WARRANTY, OR OTHERWISE, SHALL NOT EXCEED, IN ANY CASE, THE RETURN OF THE AMOUNT OF THE PRICE PAID BY BUYER TO SELLER AND UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, ANY CLAIM FOR LOSS OF PROFITS OR REVENUE. BUYER HAS READ AND UNDERSTOOD THIS LIMITATION OF LIABILITY CLAUSE AND EXPRESSLY ACKNOWLEDGES THAT BUYER AGREES TO THE TERMS HEREOF.

  6. Security Interest. Shipments, deliveries and performance of any and all work by Seller shall be subject to the approval of Seller’s credit department, including the requirement that Buyer may need to pay all or a portion of the purchase price at the time of the order. Seller retains a purchase money security interest on all products sold by Seller to Buyer which have not been paid in full, and Buyer hereby authorizes Seller to execute and file any financing statement as may be necessary to protect Seller’s in the sale of the products.

  7. Cancellation. Orders accepted by Seller are non-cancellable by Buyer unless agreed to in writing by Seller, which consent may be withheld in the sole and absolute discretion of the Seller.

  8. Insurance. Buyer maintains and carries, at its own expense, insurance in full force and effect, which includes, but is not limited to commercial general Liability insurance (including product liability coverage) in a sum no less than [$1,000,000] per occurrence, $5,000,000 in the aggregate with financially sound and reputable insurers.

  9. Governing Law. This Invoice shall be governed by the internal laws of the State of Louisiana, without taking into account any conflict of law principles. Seller and Buyer hereby submit to the exclusive jurisdiction for the resolution of any disputes concerning this Invoice to a proper court located in St. Tammany Parish, State of Louisiana, and both Seller and Buyer hereby waive any and all objections that they may have to improper or inconvenient forum. EACH PARTY HERETO WAIVES ANY AND ALL RIGHTS THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY ACTION RELATING TO THIS INVOICE.

  10. Entire Agreement. This Invoice (including the warranty referenced herein) constitutes the sole and complete agreement of the parties with respect to the subject matter contained herein. The terms and conditions contained in this Invoice supersede any and all other negotiations between the parties and supersede any and all conflicting terms and conditions as may be contained in any purchase order issued by Buyer to Seller.

  11. Force Majeure. Neither party shall be liable to the other party with respect to the performance of this Invoice which may be delayed by events occurring beyond the other party’s control, including without limitation delays in manufacture, acts of God or government action.

  12. Amendment. The Invoice, including the terms and conditions contained herein may only be amended or modified in a writing signed by an authorized representative of the Seller and the Buyer.

  13. Severability. If any term or provision contained herein shall be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Invoice.

  14. Relationship of the Parties. The relationship between the parties hereto shall be that of independent contractors. Nothing contained herein shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have any authority to contract for or bind the other party in any manner whatsoever.