TERMS AND CONDITIONS

The Following Terms and Conditions apply to all sales transactions with W. W. Williams, including Purchase Orders or other sales orders

  1. Terms Exclusive. This document constitutes the complete, exclusive and final agreement of the Buyer (“Buyer”) and W. W. Williams (“Williams”) and may not be added to, modified, superseded or altered unless signed by both parties, notwithstanding any other additional or modifying terms or conditions which may now or in the future appear on Buyer’s acknowledgment or other forms (all of which are objected to by Williams without future notification. Buyer’s acceptance of any performance by Williams shall be taken as Buyer’s acceptance of these terms and conditions.
  2. Prices. Prices are subject to change or withdrawal without notice. Unless otherwise stated, prices may be adjusted to and invoiced at Williams’ price list in effect at the time of the shipment of goods or furnishing of the services. Unless otherwise specified, prices are exclusive of applicable taxes, excises, duties, quotation fees or other governmental impositions which Williams may be required to pay or collect on behalf of Buyer.
  3. Payment; Security Interest. The terms of sale are subject to Williams’ approval and Williams may modify the terms of payment originally specified at any time. Unless otherwise agreed, payment shall be due and payable in one installment upon delivery. Any payment not made when due shall be subject to a carrying charge of one and one-half percent (1 ½%) per month on the unpaid balance until paid in full. Buy shall have no right to offset amounts due hereunder against obligations that Williams may owe Buyer. Williams expressly reserves a security interest in any Goods to secure payment of the purchase price and any other charges owed by Buyer, and Buyer agrees that Williams may (but is not obligated to) take such action as Williams deems advisable to evidence and perfect such interest.
  4. Delivery; Force Majeure. Unless otherwise specified, delivery of the goods, and services, if any, shall be F.O.B. point of shipment. Any delivery date specified is approximate only. Acceptance of shipment by a common carrier shall constitute tender of delivery. Upon tender of delivery, risk of loss shall pass to Buyer, subject to Williams’s right of stoppage in transit and to any interest of Williams reserved to secure Buyer’s payment or performance. Title shall pass to Buyer when the full price has been paid. Partial shipments may be made and payments therefore shall become due in accordance with the terms hereof as shipments are made and invoices rendered. If by reason of any contingency beyond Williams’s control, including (but not limited to) war, governmental requests, restrictions or regulations, fire, flood, casualty, accident, or other acts of God, strikes or other difficulties with employees, delay or inability to obtain goods (including the Goods), labor, equipment, material and service through Williams’s usual sources, failure or refusal of any carrier to transport materials, delay in transport thereof, or any other similar occurrence, Williams is not able to meet anticipated deliveries, Williams shall not be liable therefor and may, in its discretion without prior notice to Buyer, postpone the delivery date(s) under this document for a time which is reasonable under all the circumstances. Receipt of the Goods shall constitute a waiver of all claims for damages.
  5. Limited Warranty. THE SOLE WARRANTY ON GOODS SOLD HEREUNDER IS THAT PROVIDED BY THE MANUFACTURER OR SUPPLIER TO WILLIAMS. WILLIAMS’ WORKMANSHIP IS WARRANTED FOR 90 DAYS AFTER SERVICE. WILLIAMS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
  6. Limitation of Buyer’s Remedies. BUYER’S SOLE REMEDY WITH RESPECT TO ANY CLAIM ARISING OUT OF ANY ORDER OR WILLIAMS’S PERFORMANCE IN CONNECTION THEREWITH INCLUDING, WITHOUT LIMITATION, ANY CLAIM ARISING OUT OF ANY DEFECT OR ALLEGED DEFECT IN ANY GOODS OR SERVICES FURNISHED BY WILLIAMS, SHALL BE EXCLUSIVELY (AT WILLIAMS’S SOLE OPTION) THE RIGHT OF REPLACEMENT OF SUCH GOODS OR SERVICES OR REPAYMENT OF THE PURCHASE PRICE THEREFOR WITHOUT LIMITING THE FOREGOING. IN NO EVENT SHALL WILLIAMS BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF ANTICIPATED PROFITS) INCURRED BY BUYER WITH RESPECT TO ANY GOODS OR SERVICES FURNISHED BY WILLIAMS.
  7. Claims. Unless otherwise expressly agreed in writing, claims respecting the condition of goods, compliance with specifications, or any other matter affecting goods shipped or services provided to Buyer, must be made promptly and in no event later than twenty (20) days after receipt of the goods by Buyer or the furnishing of the services by the Williams. Failure of Buyer to make a claim within such 20-day period shall be deemed an unqualified acceptance of the goods or services by Buyer. Buyer shall set aside, protect, and hold such goods (without charge to Williams) without further processing until Williams has an opportunity to inspect and advise of the disposition, if any, to be made of such goods. In no event shall any goods be returned, reworked, or scrapped by Buyer without the express written authorization of Williams.
  8. Default and Williams’s Remedies. If Buyer fails to make timely payment on any sale of goods from Williams to Buyer, Williams, in addition to any other remedies available to it, may at its option, (a) defer further shipment until such payments are made and satisfactory credit arrangements are reestablished or (b) cancel the unshipped balance of any order, and Buyer shall not have any cause of action or be entitled to any offset, counterclaim, or recoupment against Williams by reason of such action. In the event of Buyer’s default, Williams may exercise any and all remedies set forth in this document, any other agreement between the parties, and applicable law, all of which rights and remedies are cumulative.
  9. Collection Costs and Attorney Fees. Buyer agrees to pay all of Williams’s costs and expenses incurred in collecting payments due from Buyer. If Williams retains an attorney to collect payments due from Buyer, or to enforce or interpret any term of this document, Buyer agrees to pay, in addition to all other amounts due to Williams, Williams’s collection expenses, court costs, and reasonable attorney fees incurred prior to and at trial, and on any appeal. If Williams refers the account to a collection agency, Buyer agrees to pay all costs, expenses, and attorney fees incurred by the collection agency in collecting payments due from Buyer.
  10. Technical Assistance. Unless otherwise expressly agreed in writing: (a) any technical advice provided by Williams with respect to the use of goods or services furnished to Buyer shall be without charge; (b) Williams assumes no obligation or liability for any such advice or for any results occurring as a result of the application of such advice; and (c) Buyer shall have sole responsibility for selection and specification of the goods and services appropriate for the end use of such goods or services.
  11. Miscellaneous. Any contract between Williams and Buyer will be governed by the laws of the State of Ohio. If any of the provisions hereof shall be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. The individual rights and remedies of Williams reserved herein shall be cumulative and additional to any other or further remedies provided in law or equity. Waiver by Williams of performance or inaction with respect to Buyer’s breach of any provision hereof, or failure of Williams to enforce any provision hereof which may establish a defense or limitation of liability, shall not be deemed a waiver of future compliance therewith or a course of performance modifying such provision, and such provision shall remain in full force and effect as written.
  12. Entire Agreement. These terms and conditions, together with any other document incorporated herein by reference, constitute the sole and entire agreement between Buyer and Williams with respect to any order or sale of goods or furnishing of services to Buyer, superseding completely any prior or contemporaneous oral or written communications.