Orders are accepted and goods supplied by Oxley Inc. ("Oxley”) only upon and subject to the following terms and conditions. The placing of an order by a purchaser, or acceptance by a purchaser of a quotation, shall be deemed to include acceptance of these terms and conditions. Unless expressly accepted in writing by Oxley, no qualification or variation of these terms and conditions by a purchaser, whether verbal or contained in any written or printed document of the purchaser, shall be binding on Oxley.
Unless previously withdrawn, quotations by Oxley are valid for only 30 days after the date thereof. No binding contract shall be created by the acceptance by the purchaser of a quotation or offer by Oxley until notice of the acceptance of the order has been given to the purchaser in writing by Oxley.
(a) Any time specified for delivery of goods is given or accepted by Oxley in good faith and intended as a reasonable estimate only, and time shall not be of the essence of the contract. Oxley shall not incur any liability whatsoever by reason of its failure for any reason to deliver goods at the time specified, nor shall such failure cancel the contract or give rise to any proceedings for damages or otherwise, but the purchaser shall nevertheless be bound to accept and pay for conforming goods when delivered.
(b) Where the purchaser is to supply drawings, specifications, instructions or materials, these shall be supplied in reasonable time to enable Oxley to fulfill the order at the time specified for delivery.
(c) Unless otherwise specifically agreed in writing, goods shall be shipped FCA Oxley's premises in accordance with the "Incoterms 2000” of the International Chamber of Commerce.
The purchaser shall inspect the goods immediately on arrival and shall within 14 days after arrival notify Oxley of any non-conformity or other discrepancy under the contract; absent such notice (and to the extent the goods are not non-conforming if such notice is given as to part of the goods delivered) the purchaser shall be bound to accept and pay for the goods. Acceptance of the goods shall be final and conclusive.
Unless otherwise specifically agreed in writing, orders are accepted and contracts entered into by Oxley only on the basis that goods will be invoiced at the price in effect as of the date of shipment. Oxley reserves the right to alter prices without notice to cover variations in the cost of raw materials or labor or due to the purchaser's change of design or for any other reason whether similar to the preceding causes or not. If any change in Oxley's price occurs during the pendency of an order, the price of the unshipped portion of the order outstanding at the date of such change in price shall be adjusted accordingly.
Unless otherwise explicitly agreed in writing by Oxley, goods provided hereunder shall not be subject to any warranties. ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. Oxley's liability for any claim of any kind (including but not limited to negligence and breach of warranty) relating to this contract or from Oxley's performance or breach thereof, or from the manufacture, sale, use or repair of any product furnished hereunder, shall in no case exceed the price paid to Oxley for such product. In no event shall Oxley be liable for special or consequential damages or lost profits.
(a) All drawings and specifications provided to the purchaser by Oxley remain Oxley's property and may not be copied, disclosed to any third party or used for any purpose other than as necessary in connection with the order without Oxley's prior written consent.
Drawings, specifications, and technical information supplied by the purchaser are accepted only on condition that the purchaser by placing the order shall indemnify Oxley against any actions, proceedings, costs, claims, damages, awards, or demands in respect of any breach or alleged breach of any trade secret or confidential relationship or of any actual or alleged copyright, registered design, or patent infringement arising out of the use by Oxley of such drawings or specifications pursuant to purchaser's order or other instructions.
Should the purchaser fail to pay any sum due to Oxley under any contract as and when it becomes due, or should the purchaser be in breach in any respect of the contract entered into with Oxley, then Oxley shall have the right, at its sole option, either to suspend, with or without notice to the purchaser, any or all further deliveries to or on behalf of purchaser until the default has been cured or to terminate, effective upon notice to purchaser, any contract between Oxley and the purchaser so far as any further goods remain to be delivered, without prejudice to any claim or right Oxley might otherwise make or exercise. We reserve the right to charge you a late fee of 1½% each month on any unpaid balance. Any money we receive will first be applied to the late fee, and the balance will be applied to other charges.
If any distress or execution shall be levied upon the purchaser of it the purchaser shall offer to make any arrangement with creditors or commit any act of bankruptcy or if any petition in bankruptcy shall be filed against it or, if the purchaser is a corporation, any resolution to wind up such corporation's affairs (other than for the purpose of merger or reorganization) shall be adopted by its shareholders or board of directors, Oxley shall have the right forthwith to terminate effective upon written notice to the purchaser any contract then subsisting without prejudice to any claim or right Oxley might otherwise make or exercise.
The construction, validity, and performance of the contract shall be governed by the law of the State of Connecticut, and any question, dispute or difference which may arise under, out of, or in relation to the order or contract or touching the meaning and construction of the same shall be settled by arbitration in accordance with the then existing rules of the American Arbitration Association by one arbitrator to be appointed, falling agreement of the parties, by such Association, and the decision of such arbitrator shall be final and binding on both parties.
If the purchaser's order contains a U.S. Government contract number and the products ordered are for use in the performance of said contract, those clauses of applicable U.S. Government procurement regulations specifically listed in said order and mandatorily required by U.S. statute to be included in such order shall automatically be incorporated herein.
Neither party shall be considered to be in default with respect to any obligation under any contract or purchase order if such party is unable to perform as a result of any cause beyond the reasonable control of, and without the fault or negligence of, such party (including, but not limited to, flood, earthquake, storm, fire, lightning, epidemic, war, explosion, riot, civil disturbance, sabotage, strike, act of God or the public enemy, perils of the sea, expropriation or confiscation of properties, failure of or delays by carriers, change in law, interference by civil or military authorities whether legal or de facto, or an order or restraint by court or governmental authority), which by exercise of due foresight such party could not reasonably have been expected to avoid and which by the exercise of due diligence it is unable to overcome.