Terms & Conditions of Sale

A. PRICE, TERMS OF PAYMENT, TRANSPORTATION, TAXES.
Moroney’s prices, terms of payment, and transportation terms in effect at the date of shipment of goods shall apply unless expressly stated to be firm on the face hereof. In addition, the buyer shall pay all sales, use, excise, or other taxes presently or hereafter payable in respect to this transaction. Unless the purchaser advises the seller in writing to the contrary, the purchaser agrees to pay a charge of 1.5% per month on any past due account. The purchaser further agrees to pay the seller’s reasonable attorney fees incurred in the collection of any due accounts.

B. DELIVERY, WEIGHT.

1. Upon the due tender of goods for delivery at the F.O.B. point, all risks of loss or damage and other incidents of ownership pass to the buyer, but Moroney retains a security interest in the goods until the purchase price is paid.
2. Moroney’s weight at the shipping point shall govern.

C. PAYMENT.
Moroney reserves the right to approve the buyer’s credit on an ongoing basis. Moroney may demand advance payment, satisfactory security, or a guarantee of prompt payment at any time. If the buyer refuses to provide the requested payment, security, or guarantee, Moroney may terminate this agreement, refuse to deliver any undelivered goods, and the buyer will immediately become liable to Moroney for the unpaid price of all delivered goods and for damages as outlined in Paragraph F below. The buyer agrees to pay all Moroney’s costs of collection for overdue invoices, including reasonable attorney fees.

D. WARRANTIES.
Moroney warrants that goods sold hereunder are merchantable unless manufactured in conformance with the buyer’s specifications, and that Moroney conveys good title to them.
MORONEY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. SINCE THE GOODS WILL BE SUBJECTED TO USES AND SERVICE CONDITIONS BEYOND MORONEY’S CONTROL, MORONEY DOES NOT WARRANT THAT THE GOODS ARE FIT FOR THE BUYER’S PARTICULAR USE OR PURPOSE, AND EXPRESSLY DISCLAIMS ALL ORAL WARRANTIES OF ANY KIND.

E. BUYER’S REMEDIES.

1. If the goods supplied are not merchantable, Moroney may, at its discretion, replace or repair them or refund the purchase price upon their return. The buyer may not return goods until Moroney has had a reasonable opportunity to investigate the defects, and only after receiving Moroney’s written shipping instructions. This shall be the buyer’s exclusive remedy for any breach hereunder.
2. The buyer waives all claims arising from a breach by Moroney unless Moroney receives written notice of the breach within a reasonable time after it occurs.
3. In no event shall Moroney or its subcontractors or vendors be liable in contract, tort, strict liability, warranty, or on any other theory of liability, for any special, indirect, incidental, contingent, or consequential damages, such as, but not limited to, loss of anticipated profits or revenue, loss of use of the equipment, goods, or facility, non-operation or increased expense of operation of other equipment or facilities, cost of capital, delay in delivery, cost of purchased or replacement products, or claims of customers of the buyer for interruptions.

F. MORONEY’S REMEDIES.

1. The buyer shall be liable for Moroney’s damages, including the loss of reasonable profits, caused by the buyer’s default hereunder.
2. If Moroney, upon the buyer’s default, repossesses or retains any goods sold hereunder, Moroney’s damages shall be the contract price of the goods plus freight, storage, handling, and all other disposal costs incurred, less the then-current reasonable scrap value of the goods.

G. FORCE MAJEURE.
Moroney shall not be liable for any damages resulting from any delay or failure of performance arising from any cause not reasonably within Moroney’s control. This includes but is not limited to accidents, mechanical failures, labor shortages, strikes, shortages of transportation or raw materials, fires, floods, wars, insurrections, acts of God, or government priorities or limitations. Moroney may cancel this agreement or delay performance for any reasonable period necessary due to such events, during which this agreement will remain in full force. Moroney may allocate available goods between its own end uses and customers as it considers equitable.

H. EQUIPMENT.
Any equipment (including molds or dies) manufactured or acquired specifically to produce goods for the buyer shall remain Moroney’s property and stay in Moroney’s possession, even if the buyer is charged for them. If the buyer does not order goods produced with such equipment for three years, Moroney may dispose of it.

I. PATENT INDEMNITY.
The buyer shall defend and hold Moroney harmless from any action based on a claim that the manufacture or sale of goods hereunder infringes any U.S. patent, provided such goods were manufactured per the buyer’s designs, specifications, or formulas, and were not normally offered for sale by Moroney. The buyer shall be responsible for the costs, and Moroney will provide necessary information and assistance at the buyer’s expense. This represents the parties’ entire liability for claims or actions based on patent infringement.

J. WAIVER, MISTAKE.
Moroney’s waiver of any provision or breach hereof shall not constitute a waiver of subsequent breaches or provisions. Moroney reserves the right to correct any errors herein, on any invoice, or on its published price sheets, and such corrections will amend this agreement.

K. CONFLICTING PROVISIONS.
The buyer expressly waives all provisions in any of the buyer’s forms that negate, limit, extend, or conflict with the terms hereof, agreeing that this agreement constitutes the entire contract between the buyer and Moroney, except as expressly amended by Moroney in writing.

L. QUANTITY VARIATIONS.
Moroney reserves the right to ship and invoice for a quantity of goods that may vary up to 10% over or under the specified quantity on any individual order or release, and the buyer agrees to accept and pay for the revised quantity.

M. TECHNICAL ADVICE.
Technical advice is provided as a courtesy to the buyer. Moroney assumes no liability for such advice, and the buyer accepts it at their own risk.