- CONTRACT DEFINED. If the sale of Products by Composite Technologies Corporation (“CTC”) to Buyer is not otherwise governed by an applicable written conditions of sale agreement between CTC and Buyer, then, upon acceptance by CTC of Buyer’s Purchase Order, together with these Conditions of Sale and all other provisions of any applicable document(s) produced by CTC, will constitute the “Contract” between CTC and Buyer.
- DELIVERIES. Deliveries of each Product will be made only at FOB point specified in the Contract and CTC will select the origin of shipment and the carrier. The quantity of all bulk truck deliveries will be determined by CTC by outage tables and CTC’s quantity determination will govern. Buyer will promptly unload each delivery at its own risk and expense including any demurrage or detention charges. Buyer, if unable to accept delivery of Product within 30 days after the specified delivery date, agrees to pay CTC the value of the Products in storage at CTC’s plant.
- PRICE AND PAYMENT TERMS. For each Product, the price, FOB point and terms of payment will be as specified for that Product in the Contract or otherwise quoted by CTC and such price is subject to change at any time by CTC giving notice to Buyer. Any tax (other than income taxes), duty, or other governmental charge now or hereafter imposed on the Product or on any raw material used in manufacturing the Product (or on CTC, or required to be paid or collected by CTC by reason of manufacture, transportation, sale or use of such product or raw material) will be paid by Buyer in addition to the price. Buyer shall pay, in addition to the price provided in the Purchase Order, any additional cost for labor, material, and/or storage charges, by reason of any changes in plans, the Purchase Order, or Contract. If no terms are specified or quoted, then payment terms will be net 30 days from date of invoice.
- WARRANTIES. CTC warrants that each Product will meet specifications designated as such in the Contract or in CTC’s applicable publication but reserves the right to change the specifications or properties of any Product at any time or change any applicable publication. CTC MAKES NO OTHER WARRANTIES, WHETHER OF MERCHANTABILITY, FITNESS OR OTHERWISE, AND NONE WILL BE IMPLIED.
- EXCUSES FOR NONPERFORMANCE. CTC will be excused from the obligations of the Contract to the extent that performance is delayed or prevented (except financial) because of fire, explosion, flood, or other such Act of God. In addition, CTC will be so excused in the event it is unable to acquire from its usual sources and on such terms and conditions it deems to be reasonable, any materials necessary for manufacturing the Product. Should CTC incur any material shortages or timing and scheduling of production difficulties, CTC will not be obligated to purchase materials or reschedule its plant production in order to perform the Contract and may allocate its available materials, resources, and Product among all of its customers and to its own internal uses in such manner as it, in its sole judgment deems appropriate. Quantities of Product consequently undelivered will be deducted from the applicable remaining quantity obligation.
- LIABILITIES, CLAIMS, AND INDEMNIFICATION. CTC will have no liability for, and Buyer will indemnify CTC against all claims, loss, liability, and expense on account of injury or death of person, including Buyer’s employees, or damage to property, including Buyer’s arising out of Buyer’s unloading, storage, handling or use of any Products except to the extent caused by CTC’s negligence. Neither CTC nor Buyer will have any liability to the other for any claim (except for indebtedness of Buyer to CTC) arising out of or in connection with the Contract unless claimant gives the other party notice of the claim, setting forth fully the facts in writing on which it is based within sixty days of the date such facts were discovered or reasonably should have been discovered. CTC’s liability, whether or not based on negligence, will not exceed the purchase price of the Product involved in the claim. NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. The provisions of this Article 6 will survive termination of the Contract.
- REMEDIES. If Buyer fails to pay any indebtedness to CTC (whether or not under this Contract or any other contract), CTC may, in addition to other remedies, file liens, suspend deliveries, change terms of payment, or terminate this Contract by notice to Buyer. Buyer’s obligation to perform will not be limited by any previous waiver by CTC.
- NOTICES. Notice by either party will be made only by letter addressed to the other Party at its address in the Contract and will be considered given as of the time it is deposited with the U.S. Postal Service, postage or charges prepaid.
- ACCEPTANCE, ENTIRETY, AND RELEASE. CTC’s acceptance of Buyer’s Purchase Order of Product is expressly conditional on Buyer’s assent to the terms of the Contract and CTC rejects any terms of Buyer’s order or proposal which differ or are in addition to them. Buyer’s assent to the terms of the Contract will be conclusively presumed by Buyer’s acceptance of Product delivery. This Contract contains the complete and exclusive agreement of CTC and Buyer concerning the Product. Said Contract merges and supersedes all prior agreements, understandings or representations (oral or written) between the parties concerning the Products and, except for any indebtedness or indemnity obligation of Buyer to CTC, each releases the other from all claims arising in connection with any prior contract.
- GOVERNING LAW, JURISDICTION, ATTORNEY FEES AND INTEREST. The laws of the State of Iowa shall govern the interpretation and enforcement of this Contract. Buyer agrees to submit to the jurisdiction of the Iowa courts in any action brought by CTC to collect outstanding balances owing under this Contract. Buyer agrees to promptly pay any and all attorneys’ fees and court costs incurred by CTC in the collection of any outstanding balances owing for Product purchased by Buyer. Unless otherwise agreed to in writing, Buyer agrees to pay an annual percentage rate of 18 percent on all balances that have not been paid within thirty (30) days from the date of invoice.