| Definitions
Oliver H. Van Horn means any name under which it may trade, including Oliver H. Van Horn Co. LLC "Purchaser" means the person identified in the "sold to" or "quoted to" space on the reverse hereof. Terms Governing Sale
Purchaser agrees to be bound by all of the terms and conditions set forth herein. Any terms and conditions set forth in any purchase order or other document or any oral communication or written agreement which purports to be an addition to this Agreement of which is inconsistent herewith shall not be binding upon Oliver H. Van Horn unless made in writing and accepted by the signature of an authorized officer or manager of Oliver H. Van Horn . Any term or condition of sale contained in any document prepared by or received from Purchaser by Oliver H. Van Horn relating to the goods sold under this Agreement which is inconsistent with any term or condition of this Agreement is hereby rejected by Oliver H. Van Horn and shall have no effect unless approved in a separate writing by Oliver H. Van Horn.
Shipping Dates
Shipping dates furnished by Oliver H. Van Horn are approximate and shall not be deemed to be fixed or guaranteed. Prices
All orders are subject to prices and terms of sale in effect on the date of shipment and such prices and terms are subjected to change without prior notice to Purchaser. Unless otherwise stated on the reverse hereof, all price quotations expire 30 days from the date of quotation and prices do not include freight or, where applicable, any federal, state, or local taxes of any nature, all of which shall be paid by the purchaser. Cancellation of Orders
All cancellations of orders must be requested by Purchaser and approved by Oliver H. Van Horn in writing. Purchaser agrees to pay for any and all costs incurred by Oliver H. Van Horn in connection with any cancellation request. Returned Goods
Only returns requested by Purchaser and approved by Oliver H. Van Horn in writing will be permitted. Goods returned for any reason other than a warranty claim will be subject to a restocking charge to compensate Oliver H. Van Horn for its reasonable costs incurred with respect to such return. Under no circumstances will goods be accepted for return after 60 days from the date of shipment. Specials
Oliver H. Van Horn will not accept returns of products which have been made or produced to specifically at the Purchaser's request. Credit
Notwithstanding any prior extensional credit by Oliver H. Van Horn to Purchaser, if at any time Oliver H. Van Horn determines in its sole judgement, that Purchaser's financial condition does not justify Oliver H. Van Horn 's extension to it of credit in connection with any sale hereunder, Oliver H. Van Horn may, at its option, require Purchaser to make full payment in cash prior to order entry, manufacture, shipment or delivery. Default
In the event Purchaser defaults in payment, Oliver H. Van Horn may, in its sole discretion, suspend shipment of goods on order. At such time, Oliver H. Van Horn shall be entitled to all costs of collection including court costs and attorney/collection agency fees in the event of a default of the Purchaser. Risk of Loss
If goods are shipped directly from a manufacturer or vendor other than Oliver H. Van Horn to Purchaser's shipping address shown herein, the risk of loss of such goods shall not be on Oliver H. Van Horn. Otherwise, the risk of loss shall pass from Oliver H. Van Horn to Purchaser upon (i) delivery to Purchaser's shipping address, if shipped by Oliver H. Van Horn's vehicle or (ii) delivery to a common carrier, if shipped by common carrier. When goods are shipped by common carrier all claims for damages or losses in transit must be made by Purchaser directly to such common carrier. Purchaser shall be obligated to pay the full amount of Oliver H. Van Horn Co. invoice in accordance with the payment terms stated therein or hereunder, notwithstanding damage in transit by or disputes with common carriers.
Limitation of Liability
With respect to any claim against Oliver H. Van Horn arising in any way from the sale of goods hereunder other than warranty claims, Oliver H. Van Horn's liability shall not exceed the purchase price of such goods. OLIVER H. VAN HORN SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, CONTINGENT OR INCIDENTAL DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, BACK CHARGES. Oliver H. Van Horn shall not be liable for damages of any kind resulting from any delay or failure to deliver or perform due to strikes, lockouts, or other labor difficulties, failure or delay sources of supply, transportation difficulties, accidents, fires, acts of God, or any other cause of like or unlike nature beyond Oliver H. Van Horn reasonable control.
Specification Changes
All manufacturers' specifications, either contained in Oliver H. Van Horn's catalog, promotional literature or in any other document are subject to change without notice to Purchaser and without liability to Oliver H. Van Horn.
Confirmations
Written confirmation by Purchaser of telephone or other oral orders must be clearly marked "confirming" to avoid duplicate shipments. If this is not done and duplicate shipment occurs, Purchaser's written confirmation shall be deemed to be a separate order subject to terms and conditions of this Agreement.
Claims
Any claim against Oliver H. Van Horn other than warranty claims must be made in writing within ten (10) days after delivery and must state the factual basis for such claim. Failure to make any such claim within ten (10) days of receipt of shipment shall constitute acceptance of the goods and waiver of any and all claims with respect to such shipment. Purchaser agrees that warranty claims shall be barred unless asserted by Purchaser by the commencement of an action within 12 months after delivery of the goods. All provisions of this Agreement relating to warranties, remedies and claims shall survive any termination of this Agreement however arising.
Warranties
OLIVER H. VAN HORN MAKES NO WARRANTY EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR OTHERWISE, CONCERNING GOODS SOLD HEREUNDER. Purchasers' sole remedy with respect to defective goods purchased hereunder shall be limited to pursuing warranty claims against the manufacturers of such goods. Oliver H. Van Horn hereby assigns to Purchaser all rights and warranty claims which it may have against the manufacturers of goods sold by it hereunder. Oliver H. Van Horn further agrees to use reasonable efforts to cooperate with the Purchaser to obtain from such manufacturers, in accordance with such manufacturers' customary practices, the repair or replacement of any goods which are defective in workmanship or material. With respect to goods modified by Oliver H. Van Horn at Purchaser's request, Oliver H. Van Horn shall have no liability whatsoever in the event that such goods' manufacturers' warranties are voided as a result of such modification.
Sales Representative
No Oliver H. Van Horn sales representative or other employee who is not an officer or manager of Oliver H. Van Horn shall have authority to change or waive any of the terms and conditions of this Agreement.
Waiver of Jury Trial
In the even of litigation relating to this Agreement or the goods sold hereunder, Purchaser hereby agrees, to the extent permitted by law, to waive any right that it may have to a jury trial on any and all issues that may be raised in such litigation.
No Waiver
Nothing contained herein shall be construed to limit or waive any right or remedy of Oliver H. Van Horn under applicable federal, state, or local laws.
Severability
The invalidity of any provision of this Agreement shall not invalidate or render unenforceable any other provision of this Agreement.
Entire Agreement and Modification
This Agreement is intended by the parties hereto as a final expression of their agreement with respect to the subject matter hereof, and is intended as a complete and exclusive statement of the terms and conditions of that agreement (any prior agreement being superceded by this Agreement and such prior agreements are hereafter null and void). This Agreement may not be modified, rescinded, or terminated orally, and no modification, revision, termination or attempted waiver of any of the terms, provisions or conditions hereof (including this paragraph) shall be valid unless in writing, supported by consideration, and signed by the party against whom the same is sought to be enforced.
Governing Law
All orders are subject to acceptance by Oliver H. Van Horn in Louisiana and this Agreement shall in all respects be governed by and construed under the laws of the State of Louisiana.
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