Authorized Distributor Terms & Conditions

General Terms and Conditions of Sale

1. Payment
All charges under this Acknowledgment of Order (the “Agreement”) shall be paid one (1%) percent ten (10) days, net thirty (30) days from the date of invoice, unless otherwise specified on the order acknowledgement. If Weiler Corporation (“Weiler”) retains a collection agency or legal counsel or incurs any out of pocket expenses to collect overdue payments, all such collection costs, including reasonable attorneys fees, shall be payable by Customer.

2. Force Majeure
Weiler shall be excused from any delay or failure to provide goods under this Agreement due, in whole or in part, directly or indirectly, to labor difficulties, fire, casualty or accidents, acts of God, civil disorder, transportation difficulties, shortage of fuel, labor or materials, governmental acts or restrictions, or any other cause beyond Weiler's reasonable control.

3. Limitation of Liability
A. Weiler's obligation under this Agreement is to provide products in a timely manner in accordance with the terms of this Agreement. Customer shall provide written notice to Weiler within ten (10) days of receipt of product of any complaint whatsoever Customer may have concerning such product. EXCEPT AS EXPRESSLY STATED HEREIN, WEILER MAKES NO WARRANTY, EXPRESSED OR IMPLIED, REGARDING THE PRODUCT AS DESCRIBED ON THE ORDER ACKNOWLEDGMENT, AND SHALL HAVE NO LIABILITY FOR LOSS OF ANTICIPATED PROFITS OR CONSEQUENTIAL OR SPECIAL DAMAGES. CUSTOMER WAIVES ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, NOT EXPRESSLY CONTAINED IN THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

B. Weiler shall not be liable for any reason, whether under this Agreement or otherwise, for any cost, expense, loss or damage suffered by Customer or any other person, including, without limitation, cost, expense, loss or damage: (i) such as personal injury and property damage; (ii) such as any claim or demand against Customer by any third party; (iii) such as consequential, incidental or special damages (including, without limitation, loss of income, goodwill or prospective profits). Customer understands and agrees that protection for the above-referenced costs, expenses, losses and damages is Customer's sole responsibility and that it is Customer's responsibility to obtain and maintain insurance coverage for such costs, expenses, losses and damages.

C. Weiler's liability shall not exceed, under any circumstances, the amounts paid to Weiler by Customer under this Agreement (“Liability Limitation”). Customer understands and agrees that the limitations on liability set forth this Agreement including, without limitation, the waiver of subrogation and the Liability Limitation, are being relied on by Weiler in determining the costs of the product provided by Weiler to Customer pursuant to this Agreement. In addition to the foregoing, Customer agrees that in the event Weiler is found liable for loss, damage or injury in any respect (other than as a result of a breach of this Agreement), including, without limitation, loss, damage or injury resulting from Weiler's negligence, Weiler's maximum liability shall be limited to the lesser of the Liability Limitation or the amount of Weiler's insurance coverage.

D. Customer releases and waives all right of recovery against Weiler by way of subrogation.

•  Miscellaneous
These Terms and Conditions and this Acknowledgment constitute the entire agreement between the parties and are collectively referred to as the "Agreement", and supersede any previous agreement, understanding or order between the parties. Should the terms and conditions of any purchase order of Customer issued in connection with this Agreement conflict with the terms contained in this Agreement or add any new terms to this Agreement, such new terms or different terms shall be of no force or effect. The terms of this Agreement shall prevail over any terms in Customer's purchase order and different or new terms shall only be binding on Weiler if expressly accepted in writing by Weiler. No modification or waiver of the terms of this Agreement shall be binding unless made in writing and signed by both parties. This Agreement is made and entered into in the Commonwealth of Pennsylvania and shall be in all respects governed by and construed in accordance with the laws of the United States and the Commonwealth of Pennsylvania as if entirely performed in Pennsylvania and without regard to any conflict of law rules and without regard to any rules of construction or interpretation relating to which party drafted this Agreement. Customer consents to the exclusive jurisdiction and venue of the Monroe County Court of Common Pleas of the Commonwealth of Pennsylvania with respect to the enforcement of this Agreement, the collection of any amounts due under this Agreement or any disputes arising under this Agreement. All notices or other communications permitted or required to be given in writing under this Agreement shall be sent by certified mail, return receipt requested and directed to the address of Weiler or Customer shown in the Inspection Agreement. Notice will be deemed to have been given five (5) days after the mailing of the notice. This Agreement is not cancelable by Customer for any reason whatsoever except as expressly provided in this Agreement.