|ANY REXIM CONTRACT IS SUBJECT OF THE FOLLOWING TERMS AND CONDITIONS WHICH MAY NOT BE CHANGED OR ADDED TO WITHOUT SELLER WRITTEN APPROVAL:
1. No order shall be binding on Seller-REXIM- until Seller approval at his office, REXIM LLC, Watertown, MA 02472.
2. Prices are subject to change without notice. Prices stated on REXIM's quotation are firm for thirty days from the quotation date for orders accepted within that period. These prices do not include any bank charges, taxes, imports and/or duties imposed by any government or subdivision thereof by reason of sale, all of which shall be for the account of, and are assumed by the Buyer whether or not such shall be paid or be payable by the Seller.
3. Net payment is due 30 (thirty) days from the date of shipment for credit qualifying customers. For all other orders the payment should be made in USA currency by wire transfer prior to each schedule. After 30 days, unpaid orders will be subject of a charge of 1.5% per month, or maximum permitted by law, will be added to the unpaid balance on all invoicing not paid until due date. In the event that buyer is insolvent, or in REXIM’s view is suffering any credit impairment, REXIM reserves the right to immediately request payment in full for all goods ordered, and until such payment is received REXIM may refuse to release any additional goods.
4. Price stated is FOB Watertown, Massachusetts, USA and title and risk of loss to each article of goods sold hereunder shall pass to Buyer upon delivery at FOB point.
5. REXIM shall not be liable to or responsible for any consequential damages whatsoever, including but not limited to any damage or loss resulting from delay or default in delivery. REXIM liability is limited to the cost of the product and does not include the cost of any charges. Buyer shall not have the right to cancel its order because any delay or default in delivery. Orders shall not be canceled nor work or shipment delayed by Buyer except with the consent, and upon the terms and conditions approved by REXIM in writing. Such terms will include cancellation charge, payment in full for work in progress, work finished. Goods identified to the order, and any other damages or losses incurred by REXIM as result of cancellation or delay.
6. The liability of REXIM with respect to any contract or sale, or anything done in connection therewith, whether in contract, in tort, under any warranty or otherwise, except as expressly provided herein, shall not exceed the price of product or part on which such liability is based. Buyer expressly acknowledges and agrees that it waives any and all claims for consequential damages and/or any damages under Massachusetts General Laws Chapter 93A. REXIM's only liability hereunder shall be, at its sole option, for replacement of defective goods at FOB point stated herein, or giving credit for such defective goods. Replacement or credit will be given only after REXIM's inspection of the goods and its agreement the claimed substantially defective condition. All claims shall be deemed waived unless made in writing and delivered to REXIM within 30 days after invoice date. In no event will any claim be entertained after goods have been altered or used by buyer or based upon any failure or damage which can not conclusively be proven to have proximately and solely resulted from a defect in workmanship. Any claims whatsoever will be deemed waived unless an action is initiated in state or federal courts situated within the Commonwealth of Massachusetts within 6 (six) months from the date of receipt of goods by Buyer.
7. Buyer consents to jurisdiction in the state and federal courts situated within Massachusetts, that should be the exclusive forum for any claims asserted under or in connection with this agreement or this agreement or the goods purchase hereunder.
8. The Seller REXIM will not accept return of goods unless authorized in written Authorization of Return Goods prior to return shipment, which shipment must be made in accordance with REXIM's instructions.
9. This contract shall be governed by the law of Massachusetts and it constitutes the entire agreement between all parties, all prior representations and understandings having been merged herein.