Buyer's Purchase of goods from BlackHawk Industrial is expressly subject to the following terms and conditions:

  1. These terms and conditions take precedence over Buyer's purchase order (and all other oral or written agreements between Buyer and BlackHawk. BlackHawk's acceptance of Buyer's purchase order, whether by sales or acknowledgement or otherwise, shall be deemed an acceptance by Buyer of all of BlackHawk's terms and conditions. Any terms proposed by Buyer in Buyer's purchase order or elsewhere, which are additional to or inconsistent with BlackHawk's terms and conditions, are hereby expressly rejected, unless expressly accepted in writing by BlackHawk Industrial.

  2. Buyer shall pay all sales use, excise or other tax payable as a result of this sale, use and/or installation, if any.

  3. For all orders not paid within the time limits prescribed by these Terms, interest will be charged on all delinquent amounts at an interest rate of 18% per annum, or the maximum rate allowed by law, whichever is lower.

  4. All shipment dates are approximate and are made F.O.B., BlackHawk's warehouse. BlackHawk assumes no liability for any damages or expenses incurred by Buyer as a result of any non-shipment or delay in shipment. Buyer shall insure against any risk of loss until final payment to BlackHawk.

  5. BlackHawk may make partial shipments. Each shipment shall be considered a separate and independent transaction, and such shipments may be treated separately for the purpose of invoicing.

  6. No Goods shall be returned by Buyer for credit without first obtaining the written consent of, and shipping instructions from, BlackHawk. Credit allowances on Goods returned without written authorization shall be entirely at the discretion of BlackHawk. Delivery charges on returned Goods shall be prepaid by Buyer. All risk of loss during and after delivery to the carrier until return to BlackHawk shall be borne by Buyer.

  7. In the event of any Excusable Delay, as hereinafter defined, all time for performance shall be extended to cover any loss, damage, detention or delays arising, in whole or in part, from a cause or causes beyond BlackHawk's reasonable control. Excusable Delays shall include, but not be limited to, delays caused by compliance with governmental orders or regulations, by manufacturing difficulties, shortage, strike, lockout, fire, flood, unusually severe weather, insurrection, riot, embargo, civil commotion, the inability of BlackHawk to obtain materials, any act or omission of buyer, or any act or omission of any necessary third party.

  8. No Excusable Delay shall constitute grounds for Buyer's cancellation of this contract. In the event of an Excusable Delay, BlackHawk may allocate its supply of goods among its present and future buyers, on such basis, as BlackHawk deems fair and reasonable, without liability for failure to deliver any goods to Buyer. Buyer will accept delivery and invoicing of orders based on order of acceptance, as soon as BlackHawk is ready to ship the items. Every effort will be made to complete BlackHawk's obligations within the time stated, but under no circumstances will BlackHawk be responsible for, or Buyer be entitled to, any special, consequential, incidental or other type of damages, arising out of or owing any Excusable Delay.

  9. BlackHawk makes no warranty, expressed or implied, concerning any goods that it sells to Buyer. BlackHawk, however, agrees to pass through to Buyer, to the extent not prohibited by the manufactures' warranties, any and all manufacturers' warranties, either expressed or implied, that may be applicable to the goods sold by BlackHawk to Buyer. BlackHawk shall make available to Buyer any and all manufacturers' manuals or printed materials that it may have in its possession that relate to the goods sold by BlackHawk to Buyer. BlackHawk makes no warranty or representation that the goods it sells to Buyer will conform to any federal, state or local laws, regulations, codes or standards. This limited warranty is in lieu of all other warranties, express or implied, arising by law or otherwise, including without limitation the implied warranties of merchantibility and fitness for a particular purpose, which are hereby expressly disclaimed and waived by the buyer. Any warranty of the manufacturer shall constitute Buyer's sole and exclusive remedy for defective goods, and shall be in lieu of all liabilities of BlackHawk. Buyer expressly waives any and all claims that Buyer may have against BlackHawk for any and all direct, indirect, special, incidental or consequential damages arising directly or indirectly from any defective goods.