1. ULTIMedia TERMS AND ACKNOWLEDGEMENT
This order and any agreements between Buyer and Ultimedia are
limited to the terms and conditions of these General Terms of
Sale and the terms and conditions on the face of Ultimedia's order
acknowledgment relating to this order (or Ultimedia's invoice
relating to this order if Ultimedia does not issue an order acknowledgment).
Any additional or different terms in Buyer's forms or other documents
are hereby deemed to be material alterations and notice of objection
to them and rejection of them is hereby given. No modification
of Ultimedia's terms and conditions will be binding on Seller
unless agreed to in writing by Ultimedia.
Products manufactured by Ultimedia or sold by Ultimedia under
Ultimedia's private label are warranted to be of merchantable
quality and to conform to specifications and tolerances provided
in the applicable industry standards, or Ultimedia's published
standards, or otherwise incorporated in this agreement. Should
any such product sold hereunder be found not to meet the foregoing
warranty, Ultimedia will furnish a replacement product conforming
to this warranty, or, at its election, make a fair allowance
However, written notice of any claim under this warranty must
be given to Ultimedia within 30 days after delivery or after
opening of the packaging when products are intended to be stored
in original wrapper after receipt, and Buyer must afford Ultimedia
a reasonable opportunity to inspect the products in unaltered
condition and evaluate the claims in accordance with procedures
customary to the industry.
Products not manufactured by Seller or sold by Ultimedia under
Ultimedia's private label are not warranted by Ultimedia and
are sold by Ultimedia"AS IS, WITH ALL FAULTS". To
the extent that the manufacturer of the product provides a warranty
and such warranty is transferable, Ultimedia will transfer such
manufacturer's warranty to Buyer without incurring any liability
ULTIMEDIA'S SOLE RESPONSIBILITY AND BUYER'S
SOLE AND EXCLUSIVE REMEDY IS AS STATED. ULTIMEDIA SHALL NOT
BE LIABLE FOR CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES,
OR FOR ANY AMOUNT IN EXCESS OF THE PRICE FOR THE SHIPMENT INVOLVED,
UNDER THE FOREGOING WARRANTY OR ANY OTHER PART OF THIS AGREEMENT.
ANY LEGAL ACTION AGAINST
ULTIMEDIA FOR BREACH OF THIS AGREEMENT, INCLUDING THE WARRANTY
GRANTED ABOVE, MUST BE INSTITUTED WITHIN ONE YEAR AFTER DELIVERY.
THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, WHICH EXTEND BEYOND
THE FOREGOING, AND THE IMPLIED WARRANTY FOR A PARTICULAR PURPOSE
Unless this order expressly requires reloading of exact quantities
specified, all orders are subject to under-runs and over-runs
of not more than 10 percent.
PLACE OF SHIPMENT
Unless the indicated shipping date is expressly guaranteed,
advance information as to date of shipment is an approximation
only, based upon Ultimediar's best judgment at the time.
Irrespective of any provisions concerning freight or price,
title and risk of loss or damage shall pass to Buyer upon delivery
of goods to any carrier. Ultimedia reserves the right to route
all shipments, and may assist Buyer in processing claims against
carriers, without incurring liability therefor.
When prices include any costs of transportation from point of
shipment, any increase in such costs becoming effective after
the applicable price is quoted or established by Ultimedia,
and any costs for services provided by the carrier at no charge
other than the applicable freight rate or tariff, shall be for
Buyer's account. Any extra costs of utilizing substitute methods
of delivery, when the intended type of carrier, vehicle or loading
or unloading facilities become unavailable, also shall be for
A late payment charge of 1.25 percent per month on the unpaid
balance will be made on all past due accounts. In no event will
this charge exceed the maximum rate allowed by law. Buyer also
agrees to pay reasonable attorneys' fees and other costs incurred
Buyer will indemnify Ultimedia against and hold Ultimedia harmless
from any claim of infringement of Copyright, Trademark or Trade
dress resulting from the use of any words, designs, or art and
any claim concerning machine readability of Universal Product
Code symbols that Ultimedia is requested to incorporate in or
imprint or place on the products sold hereunder notwithstanding
that Ultimedia may be consulted as to, or may perform, art or
design work or other special services in connection herewith.
This agreement, including its validity, interpretation, performance,
operation and enforcement, shall be governed by the laws of
the US, including the Uniform Commercial Code, as enacted therein.