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- Unless otherwise indicated on the face of this Agreement, title, liability for and risk of loss to Product sold hereunder (the "Product") pass to you upon loading for shipment at DuPont's producing location.
- DuPont warrants only to you that the Product delivered hereunder meets our standard specifications for the Product as in effect on the date of shipment or such other specifications as may have been expressly agreed to herein. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6 HEREOF, DUPONT MAKES NO EXPRESS OR IMPLIED WARRANTY (INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM ANY COURSE OF DEALING OR TRADE USAGE) REGARDING THE PRODUCT. You, having the expertise and knowledge in the intended use of the Product and any articles made therefrom assumes all risk and liability for results obtained by the use of the Product, whether used alone or in combination with other materials.
- Failure to give notice of claim within thirty (30) days from date of delivery, or the date fixed for delivery (in case of non-delivery), shall constitute a waiver by You of all claims in respect of the Product so delivered or not delivered, as the case may be. No Product shall be returned to DuPont without DuPont's prior written permission, and then only in the manner prescribed by DuPont. No claim shall be allowed for Product that has been processed in any manner. Claims include claims of any kind, including without limitation those (a) for loss, damage, expense or injury, (b) with respect to the Product delivered or for non-delivery of the Product, or (c) based upon DuPont's (i) breach of warranty, contract, statute, or regulation or (ii) negligence, strict liability or any other tort.
- YOUR EXCLUSIVE AND SOLE REMEDY FOR ANY CLAIM SHALL BE A REFUND OF THE AMOUNT OF THE PURCHASE PRICE PAID FOR THE PRODUCT IN RESPECT OF WHICH DAMAGES ARE CLAIMED, AND IN NO EVENT SHALL DUPONT'S LIABILITY FOR ANY CLAIM BE GREATER THAN THAT AMOUNT.
- NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR ANY OTHER LOSS), WHETHER OR NOT CAUSED BY OR RESULTING FROM THE BREACH OF CONTRACT, NEGLIGENCE OR OTHER WRONGFUL ACT OR OMISSION OF SUCH PARTY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- DuPont warrants that the use or sale of the Product delivered hereunder will not infringe the claims of any validly issued United States patent covering the Product itself, but does not warrant against infringement due to: (a) the use of Products in combination with other products or materials or in the operation of any process, or (b) the compliance by DuPont with any specifications provided to the DuPont by you.
- No liability shall result from delay in performance or non-performance, directly or indirectly caused by circumstances beyond the control of the Party affected, including, but not limited to Act of God, fire, explosion, flood, war, act of or authorized by any government, accident, labor trouble or shortage, equipment failure, inability to obtain from its usual sources of supply fuel, power, material, equipment or transportation or commercial impracticability. Quantities so affected may be eliminated from this Agreement without liability, but this Agreement shall remain otherwise unaffected. DuPont shall have no obligation to purchase supplies of the Products specified herein to enable DuPont to perform this Agreement.
- If for any reason, including without limitation, Force Majeure, DuPont is unable to supply the total demand for Products specified herein, DuPont may distribute its available supply among any or all purchasers as well as business units, including affiliates and subsidiaries, of DuPont on such basis as DuPont may deem fair and practical without liability for any failure of performance that may result therefrom. DuPont shall have no obligation to purchase Product to enable DuPont to supply you under this Agreement.
- Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. DuPont reserves the right at any time after receipt of your order to accept or decline your order for any reason. DuPont reserves the right at any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. We may require additional verifications or information before accepting any order. DuPont sells the Product to end user customers and does not accept orders from dealers, exporters, wholesalers, or other customers who intend to resell the Product offered by DuPont.
- In the event Product is listed at an incorrect price due to typographical error or error in pricing information received from our suppliers, DuPont shall have the right to refuse or cancel any orders placed for Product listed at the incorrect price. DuPont shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, DuPont shall immediately issue a credit to your credit card account in the amount of the incorrect price.
- DuPont shall automatically charge and withhold the applicable sales tax for orders, which DuPont may be required to pay to any Government (State or Local) upon the sale of the Products sold hereunder.
- This Agreement is not assignable or transferable by you, in whole or in part, except with the prior written consent of DuPont.
- If any term or provision of this Agreement shall be found to be invalid, illegal or unenforceable, this Agreement shall remain in full force and effect and such term or provision shall be deemed stricken. DuPont and you shall promptly agree upon a substitute for any such term or provision.
- This Agreement is to be construed and the respective rights of the parties are to be determined according to the laws of the State of Delaware, U.S.A., without regard to choice of law or conflicts principles of Delaware or any other jurisdiction, and the courts of Delaware shall have exclusive jurisdiction over any disputes or issues arising under this Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the performance thereof or any aspect of any dispute arising therefrom.
- This Agreement contains all of the terms and conditions with respect to the purchase and sale of the Products sold hereunder. These terms and conditions supersede any of previous date and no modification thereof shall be binding on DuPont unless separately contracted in writing and agreed to by a duly authorized representative of DuPont. No modification shall be effected by the acknowledgment or acceptance of purchase order forms stipulating different conditions. Unless You shall notify DuPont in writing to the contrary as soon as practicable after receipt of this Agreement by You, You shall be deemed to have accepted the terms and conditions hereof and, in the absence of such notification, Your acceptance of the Products shall be equivalent to your assent to the terms and conditions hereof.
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