Purchase and Sale Agreement
THIS AGREEMENT is entered into between Hess Pumice Products, Inc., whose office is located at P.O. Box 209, Hess Drive, Malad
Industrial Park, Malad, Idaho 83252 (“Seller”) and (“Buyer”) as shown on this Invoice. Buyer and Seller agrees as follows:
1. Sale. SUBJECT TO SELLER’S ACCEPTANCE, AVAILABILITY AND THE TERMS AND CONDITIONS SET FORTH BELOW, Seller agrees to sell and Buyer agrees to buy goods and the description and quantity set forth in Purchase and/or Work Order(s).
2. Purchase Price. The price of goods sold shall be set forth in Seller’s Price List, which may be amended from time to time at Seller’s sole discretion. The price of goods sold for any particular order shall be set forth in the Seller’s invoice. In addition to the purchase price, Buyer will reimburse Seller all additional expenses, owed by Buyer, including, but not limited to preparation, packaging, transportation, delivery and import duties.
3. Payment. Buyer agrees to pay for the goods in U.S. dollars, net 30 days for domestic sales and net 60 days for foreign sales.
4. Delivery. All goods are shipped FCA Malad, Idaho. Buyer accepts delivery of the goods upon delivery to the Shipper at Seller’s place of business. Seller shall not be liable for any delays in delivery beyond its control.
5. Risk of Loss. The risk of loss, damage, or destruction of the goods shall be borne by Buyer as soon as the goods are delivered to the Shipper
6. Seller’s Warranties and Representation.
Warranty of Title. Seller warrants that it has good title to the goods conveyed and has full authority to transfer the goods, and such transfer shall be free and clear of any security interest, lien, claim, or encumbrance of which Buyer has no knowledge.
Description of Goods. Seller warrants that the goods delivered shall conform to the description set forth in Seller’s specifications. Seller has the right to timely replace any nonconforming goods.
Disclaimer of Warranties. SELLER MAKES NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE.
7. Remedy and Limitation of Damages. ANY DAMAGES ARISING OUT OF THIS AGREEMENT, INCLUDING BREACH OF ANY WARRANTY, SHALL BE LIMITED IN ALL EVENTS TO THE RETURN OF THE ACTUAL PURCHASE PRICE PAID ON THE GOODS ON WHICH A COMPLAINT MAY ARISE. SELLER SHALL NOT BE LIABLE FOR PROSPECTIVE PROFITS OR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES. THE RETURN OF THE ACTUAL PURCHASE PRICE IS THE EXCLUSIVE AND SOLE REMEDY AVAILABLE TO THE BUYER OR USER OF THE GOODS SOLD.
8. Modification. This Agreement shall govern all sales made between Buyer and Seller. Any additional terms and conditions proposed by Buyer by and means and at any time whatsoever are hereby objected to and rejected unless expressly and specifically agreed to in writing by Seller. The terms of this Agreement cannot be modified except upon the express, written and signed agreement of both Buyer and Seller.
9. Assignment and Delegation. The rights and obligations of the parties under this agreement may not be assigned or delegated by either party without the written, signed consent of the other.
10. Entire Agreement. This Agreement contains the entire understanding and agreement between Buyer and Seller and supersedes all previous agreements regarding the goods and terms of sale, whether oral or in writing.
11. Choice of Law. The terms and provisions of this Agreement shall be construed in accordance with the laws of the State of Idaho. Jurisdiction and venue shall be in the District of the State of Idaho in Oneida County.
12. Severability. If any of the terms or conditions of this Agreement are found to be illegal or unconscionable by a court of competent jurisdiction, the remaining terms and conditions of this Agreement shall stay in full force and effect.
