Buyer expressly agrees that Seller's Invoice and these Terms and Conditions of Sale represent the complete agreement of the parties with respect to the sale of the product(s) listed on the Invoice and no different or additional terms or conditions in Buyer's purchase order or in any other prior or subsequent communications in any way adding to, modifying or otherwise changing these Terms and Conditions of Sale shall be binding upon Seller.
ACCEPTANCE OF ORDERS
Seller may accept buyer's offer to purchase and shall be bound to supply the application Goods in accordance with these terms and conditions either by execution of the acknowledgment copy of the order, or acceptable electronic transmission, delivery of the Goods to CAI or by any other statement, act or course of conduct which constitutes acceptance under applicable law.
Unless otherwise indicated on the face of the invoice, all prices are quoted on a per pound basis. Buyer is responsible for any tax or government charges imposed upon the sale or transfer of the Product. Buyer shall not have any right to set off any amounts due hereunder against any amounts which may become payable to Seller under any other agreement.
Unless otherwise agrees in writing signed by officer of Seller, all delivery dates are estimates Seller shall use its reasonable efforts to deliver all Product within the time specified: however, in no case shall Seller be liable for any expense, loss or damage whatsoever suffered by Buyer as a result of the Seller's failure to deliver Product by the specified date.
TRANSPORTATION AND RISK OF LOSS
The method and route of shipment are at Seller's discretion unless Buyer timely supplies explicit instructions otherwise. Title to the Product passes to Buyer when Product is delivered to the selected carries, even if Seller made a nonconforming tender. Buyer attempts to revoke acceptance of the Product, or Buyer repudiates this document after the Products have been identified hereto.
CANCELLATION OR MODIFICATION
Any order placed with and accepted by Seller may be canceled by Buyer only upon Seller's approval in a writing signed by an officer of Seller and upon terms that indemnify Seller against any loss. Seller will not accept order cancellations once a product has been delivered to a carrier, without charging a cancellation fee of order value to recover retrieval costs incurred. Seller will not accept cancellations of special orders of non-standard, non-price list products. Seller may cancel all or any part of this order and discontinue its performance hereunder without liability to Buyer in the event Buyer materially breaches this contract, becomes insolvent, is the subject to bankruptcy protection, or is the subject of a receivership, liquidation, dissolution or similar proceeding.
Buyer is responsible for any tax or governmental charge imposed upon the sale or transfer of any product. Any such tax or governmental charge will be added to the total invoice amount. All prices are FOB Seller's facilities. Applicable freight costs will be added to the invoice.