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1.GOVERNANCE
These terms and conditions represent the final and complete agreement of the parties, and no terms or conditions in any way modifying or changing the provisions stated herein shall be binding upon D. Wexler & Sons Inc., unless made in writing and signed and approved by an officer of D. Wexler & Sons Inc., and expressly referencing the intent to modify or change such terms and condition. No modification of any of these terms shall occur if a shipment of goods follows receipt of Buyer’s purchase order, shipping request, or similar forms which contain printed terms and conditions in addition to or in conflict with the terms herein. If any term, clause, or provision of these terms and conditions is declared to be held invalid by a court of competent jurisdiction, such as declaration or holding shall not affect the validity of any other term, clause, or provision herein contained.

2. ACCEPTANCE OF ORDERS
All orders are subject to written price verification by authorized D. Wexler & Sons Inc. personnel unless designated in writing to be firm for a specified period of time. Shipment of goods without written price verification does not constitute acceptance of the price contained in the order. A signed order confirmation is required for purchase orders equal to or in excess of $10,000.00, or as deemed necessary for credit approval.

3. SUBSTITUTION OF PRODUCT
Wexler & Sons Inc. reserves the right, without prior notification, to substitute an alternative product of like kind, quality, and function. If the Buyer will not accept a substitute, the Buyer must specifically declare that no substitution is allowed when the Buyer requests a quote, if such request for quote is made, or, if no request for quote was made, when placing an order with D. Wexler & Sons Inc.

4. PRICING
Prices quoted, including any transportation charges, are valid for 10 days after the quote unless designated as firm for a specific period pursuant to a written quote or written sales acceptance issued or verified by an officer or authorized personnel of D. Wexler & Sons Inc. A price designated as firm for a specific period may be revoked by D. Wexler & Sons Inc. if the revocation is communicated in writing by mail or e-mail to the Buyer prior to the time a written acceptance of the price is received by D. Wexler & Sons Inc. All prices and deliveries are F.O.B. shipping point. D. Wexler & Sons Inc. reserves the right to cancel orders in the event selling prices, which are lowered than prices quoted, are established by government regulations.

5. LOGISTICS & TRANSPORTATION
Unless otherwise provided, D. Wexler & Sons Inc. shall use its judgement in determining carrier and routing. In any case, D. Wexler & Sons Inc. shall not be liable for any delays or excessive transportation charges resulting from its selection. D. Wexler & Sons Inc. may, at its sole discretion, without liability or penalty, make partial shipments of all goods sold by D. Wexler & Sons Inc. to Buyer.

6. PACKAGING
Unless otherwise provided, D. Wexler & Sons Inc. will comply with its packaging standards for the method of transportation selected. The cost of all non-standard packaging, loading, bracing equipment, and/or transportation requested by Buyer will be paid for by Buyer.

7. PAYMENT TERMS
Payment terms are ½% 10, Net 30, with a carrying charge of 1-2% per month for payments received after 30 days/ The discount applies only to the invoiced value of the material (not to taxes or freight charges). D. Wexler & Sons Inc. reserves the right to require advance payment or satisfactory security for the goods if the financial condition of Buyer so warrants, as determined by D. Wexler & Sons Inc. at its sole discretion. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with D. Wexler & Sons Inc., whether relating to D. Wexler & Sons Inc. breach, bankruptcy, or otherwise. If Buyer fails to make payment in accordance with the terms of this agreement or any collateral agreement, or fails to comply with any provisions hereof, D. Wexler & Sons Inc. may, at its option (and in addition to other remedies), cancel any unshipped portion of an order. Buyer is to remain liable for all unpaid balances related to their account(s). Buyer shall reimburse D. Wexler & Sons Inc. for all costs incurred in collecting any late payments, including, without limitation, reasonable attorney fees.

8. TAXES & IMPORT/EXPORT LICENSES
Quoted and contractual prices do not include taxes of any kind. Taxes are paid by Buyer upon invoice from D. Wexler & Sons Inc. unless Buyer provides a valid exemption certificate acceptable to the taxing authority or unless D. Wexler & Sons Inc. is forbidden by law from collection of said taxes from Buyer. Import or export licenses are to be secured by Buyer.

9. TITLE & RISK OF LOSS
Delivery to carrier shall constitute delivery to Buyer, and thereafter risk of loss or damage shall pass to Buyer. Any claims of Buyer relative to damage during shipping or delivery should be made directly to the carrier. Any claims by Buyer against D. Wexler & Sons Inc. for shortage or damage occurring prior to such delivery to carrier must be made within five (5) days after receipt of the goods and accompanied by the original transportation bill signed by carrier noting that carrier received the goods from D. Wexler & Sons Inc. in the condition claimed. Notwithstanding passage of the risk of loss to Buyer, title, and right of possession to the goods sold hereunder shall remain with D. Wexler & Sons Inc. until all payments hereunder, including deferred payments evidenced by notes or otherwise, interest, carrying charges, and attorney fees, shall have been made in cash, and Buyer agrees to do all acts necessary to perfect and maintain such right and title to D. Wexler & Sons Inc.

10. PRODUCT RETURNS
Goods cannot be returned, and orders once accepted by D. Wexler & Sons Inc. cannot be cancelled, except upon the written approval of D. Wexler & Sons Inc. Cut-to-size items and special (custom) orders may not be returned unless it has been determined to be provided in error by D. Wexler & Sons Inc. If a return is approved, the Credit Returns Department will issue a Return Merchandise Authorization (RMA). All RMAs must be requested within 30 days of the invoice date. RMAs are valid for 30 days from the date of issuance. Customers returning goods are responsible for freight charges, and may be assessed a restocking fee of $100 or 20% of the order, whichever is greater. If an immediate replacement of equal or greater value is placed with D. Wexler & Sons Inc., restocking fees related to the initial order may be waived at the discretion of D. Wexler & Sons Inc. and will be valid only in writing. This optional clause only applies to the initial order by the Buyer or Buyer’s company.

11. FORCE MAJEURE
Wexler & Sons Inc. shall not be liable for failure to perform its obligations resulting directly or indirectly from or contributed to by acts of God; acts of Buyer, civil, or military authority, including wage and price controls; fires; war; terrorism; riots; delays in transportation; lack of or inability to obtain raw materials (including energy sources), components, labor, fuel, or supplies; or other circumstances beyond the reasonable control of D. Wexler & Sons Inc., whether similar or dissimilar to the foregoing. If certain quantities are affected and other quantities are not, the quantities affected shall be eliminated without liability, but the agreement shall remain unaffected. D. Wexler & Sons Inc. may, during any period of shortage due to any of said causes, allocate its supply of such raw materials among its users thereof in any manner which D. Wexler & Sons Inc. deems, in its sole discretion, fair and reasonable. In no event shall D. Wexler & Sons Inc. be liable for special or consequential damages for any delay for any cause.

12. REASONABLE ATTORNEY FEES
In the event suit or any other proceedings shall be brought by a party with respect to a breach hereunder, the prevailing party in any such suit or proceeding shall be paid its reasonable attorney fees and costs incurred in connection with such suit or proceeding.

13. SHIPMENT ERRORS
Wexler & Sons Inc. shall have no liability for errors in weight or quantity delivered unless claim is made by Buyer within five (5) days after receipt of shipment and accompanied by original transportation bill signed by carrier noting that carrier received the goods from D. Wexler & Sons Inc. in the condition claimed. If such timely claim is made by Buyer, and D. Wexler & Sons Inc. deems the claim to be valid, D. Wexler & Sons Inc. may fulfill its responsibility by either shipping the quantity necessary to make good on the deficiency, or at the option of D. Wexler & Sons Inc., credit Buyer with the invoice price of the deficiency.

14. WARRANTY
All goods sold by D. Wexler & Sons Inc. are warranted to Buyer to be free from defects in material and workmanship, and manufactured in accordance with industry standards. The foregoing warranty is non-assignable. EXCEPT AS EXPRESSLY SET FORTH IN THE FIRST SENTENCE OF THIS SECTION 14, D. Wexler & Sons Inc. MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF ANY OF THE GOODS SOLD, INCLUDING WITH RESPECT TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR USE OR PURPOSE, OR DESIGN. ALL OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY DISCLAIMED. No agent, employee, or representative of D. Wexler & Sons Inc. has any authority to bind D. Wexler & Sons Inc. to any representation, affirmation, or warranty concerning the goods, and any such representation, affirmation, or warranty shall not become A PART OF THE BASIS OF THIS AGREEMENT, AND SHALL BE UNENFORCEABLE.  Any claimed defect in material or workmanship shall be deemed waived by Buyer unless submitted to D. Wexler & Sons Inc. in writing within five (5) days from the date the goods are received by buyer. D. Wexler & Sons Inc. shall not be liable under the foregoing limited warranty if any loss or damage is caused by improper application, installation, maintenance, or use of the goods.

15. REMEDIES AND LIMITATION OF LIABILITY
Wexler & Sons Inc. shall not be liable for incidental, speculative, punitive, or consequential losses, damages, or expenses arising directly or indirectly from the sale, handling, or use of the goods, or from any other cause relating thereto. Further, D. Wexler & Sons Inc. shall not be responsible, obligated, or liable for any injury or damage resulting from the Buyer’s application, installation, maintenance, or use of its products, either singularly, or in combination with other products, arising out of acceptance of this order which is not directly related to, and arises from a breach of the limited warranty set forth above. Liability of D. Wexler & Sons Inc., in any case, including for claims of breaches of warranty or negligence, is exclusively limited, at the option of D. Wexler & Sons Inc., to the replacement of goods not complying with this agreement, the repayment of, or crediting Buyer with, an equal amount to the purchase price of such goods, or repairing or arranging for repair of the goods. If D. Wexler & Sons Inc. requests the return of the goods, the goods will be redelivered to D. Wexler & Sons Inc. in accordance with D. Wexler & Sons Inc. RMA processes and procedures. The remedies contained in this paragraph constitute the sole recourse of Buyer against D. Wexler & Sons Inc. for breach of any of D. Wexler & Sons Inc. obligations, whether of warranty or otherwise. As long as D. Wexler & Sons Inc. makes a good faith effort to rectify any breach, the remedies provided for herein shall be deemed as satisfied.

16. SELECTION
Buyer represents that the goods sold hereunder are fit for their actual or intended use, and that Buyer placed no reliance on the skill or judgement of D. Wexler & Sons Inc. in selecting suitable goods or materials, or in the design of suitable goods and materials. Buyer represents that the use and installation of the goods shall be made in compliance with all applicable government requirements. Buyer will defend, indemnify, and hold harmless D. Wexler & Sons Inc., its successors, assigns, and subsidiaries from and against all costs (including attorney fees), damages, and liabilities resulting from actual or alleged claims asserted or any penalties proposed or assessed to D. Wexler & Sons Inc. for any alleged violation of any federal, state, or local law, rule, regulation, or standard, by any reason of or in connection with any use of the goods delivered hereunder.

17. CHOICE OF LAW; VENUE
The laws of the State of Illinois, excluding the laws of those jurisdictions pertaining to resolution of conflicts with laws of other jurisdictions, govern the validity, enforcement, construction, and interpretation of this Agreement. The parties (a) consent to the personal jurisdiction of the state and federal courts having jurisdiction in Cook County, Illinois, (b) stipulate  that a proper and convenient venue for any legal proceeding arising out of this Agreement is.