PRICE. Strata Geosystems, LLC (“Strata Geo”) selling prices are its prices in effect on the date of shipment.
PAYMENT. All payments shall be made on one of the following terms:
SHIPMENT. All sales contracts are shipment contracts. Strata Geo reserves the right to designate the routing on all shipments. Strata Geo will attempt to honor but will not guarantee requested shipping or delivery dates. Unless otherwise agreed to by the parties, all shipments shall be Ex Works point of shipment. Buyer shall be responsible for settling all claims with the carrier.
WARRANTIES ON GOODS. Strata Geo represents that all goods supplied by Strata Geo will be free from defects in material or workmanship for a period of one (1) year from date of shipment. STRATA GEO MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE HEREBY DISCLAIMED.
LIMITATION OF LIABILITY/DISCLAIMER OF DAMAGES. Strata Geo will replace without charge, refund the purchase price or make a fair allowance for any noncompliance with the description of the goods or any defect in material or workmanship, demonstrated to its satisfaction to have existed at the time of delivery. The remedies set forth herein are exclusive and in substitution for all other remedies to which Buyer would otherwise be entitled. Buyer must notify Strata Geo within 7 days of receiving products if Buyer is dissatisfied with products for any reason. Failure to do so will indicate full acceptance of the products by the Buyer. Strata Geo will be given a reasonable opportunity to investigate all claims, and no goods may be returned to Strata Geo until after receipt of definite shipping instructions from Strata Geo. Buyer must commence any action arising out of, based upon or relating to an agreement of sale, or the breach thereof, within six (6) months from the date the cause of action accrued. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STRATA GEO HEREBY DISCLAIMS ALL, AND SHALL NOT BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY, SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF THE DELIVERY, NON-DELIVERY, SALE, RESALE, OR USE OF THE GOODS, LOST PROFITS, OR PRODUCTION DOWN-TIME, WHETHER BASED ON CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, AS A RESULT OF THE AGREEMENT OR THESE TERMS, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR STRATA GEO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. STRATA GEO’S MAXIMUM LIABILITY UNDER THE AGREEMENT AND THESE TERMS WILL NOT EXCEED THE PURCHASE PRICE OF THE GOODS FOR WHICH ANY CLAIM IS MADE.
INDEMNIFICATION. Buyer (“Indemnifying Party”) shall indemnify, hold harmless, and defend Strata Geo and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, that are incurred by Indemnified Party (collectively, "Losses"), arising out of or related to any third-party claim alleging:
AUTHORITY. Other than the warranty provided under these terms and conditions, Buyer understands and agrees that no agent, employee or representative of Strata Geo has authority to bind Strata Geo to any affirmation, representation or warranty concerning the goods, and Buyer further understands and agrees that any such affirmation of fact, promise, or representation made by any agent, employee or representative of Strata Geo shall not constitute a warranty.
NO PUBLIC ANNOUNCEMENT OR TRADEMARK USE. Unless expressly permitted under this section, Buyer shall not: (a) make any statement (whether oral or in writing) in any press release, external advertising, marketing, or promotion materials regarding the goods or Strata Geo’s business unless: (i) it has received the prior written consent of Strata Geo, or (ii) it is required to do so by law; or (b) use any of trademarks of a party without the prior written consent of the other party, which shall not be unreasonably withheld or delayed.
FORCE MAJEURE; ALLOCATION. Failure of Strata Geo to make, or Buyer to take, all or any part of any shipment of such failure is due to acts of God, war, labor difficulties, breakdown or damage to Strata Geo plant facilities or Buyer's receiving facilities, embargoes, shortages of any raw materials or energy, shortages of transportation equipment, compliance with any law or any regulation or order of any public authority and any other cause either similar or dissimilar beyond the control of the party so failing, shall not subject such party to any liability to the other party, and in such event, at the request of either party, the total quantity of goods to be shipped will be reduced by the quantity not shipped due to such causes. Should Strata Geo at any time be unable, due to any of the aforesaid causes, to supply its own and all of its customers' requirements (including customers not under supply contract) of any goods, Strata Geo will allocate its available supply of such goods to its customers on such terms as it may deem advisable, and in such event Strata Geo shall not be liable to Buyer for failure to ship Buyer the full quantity of the goods contracted for and the balance of any such order will be canceled.
Version: January 2025