All sales of items ("goods") by World Actives, LLC ("World Actives") under this Confirmation of Contract of Sale ("Contract") to the buyer identified on the face hereof ("the Customer"), are subject to the following terms and conditions:
1. DELIVERY The terms of delivery are as stated on the face hereof. The choice of carrier, method and route of shipment shall be at World Actives' discretion, unless the Customer provides shipping instructions to World Actives. Estimated delivery dates are not guaranteed. In the event the Customer fails to take delivery of the goods by the agreed upon delivery date, Customer will be invoiced for the balance of the goods ordered, and payment shall be due immediately upon receipt of the invoice, with interest to accrue per section (2) of this Contract. World Actives reserves the right to charge for storage of goods beyond the original agreed delivery date. World Actives also reserves the right to require delivery of the goods, and the Customer agrees to accept delivery of the goods at any time past the agreed upon delivery date.
2. PAYMENT The terms of payment are as stated on the face hereof. In the event such payments are not paid when due, all sums then and thereafter owing hereunder, at the option of World Actives, shall bear default interest at a rate per annum which shall be equal to the WSJ Prime Rate, published by the Wall Street Journal then in effect from time to time, plus two percent (2%) per annum, unless such rate exceeds the maximum rate permitted by applicable law, in which event the rate charge shall be such maximum permissible rate.
3. TITLE; RISK OF LOSS Title and risk of loss with respect to the goods shall pass to the Customer when the goods are delivered as specified on the face hereof. In the event the Customer delivers the goods to World Actives, or World Actives retains possession of the goods under a storage arrangement, title and risk of loss shall be deemed to pass to the Customer at the commencement of such storage arrangement./
4. WARRANTIES The information contained on World Actives' technical literature including but not limited to: Technical Data Sheets, Certificates of Analysis, and Safety Data Sheets is based on data considered accurate and reliable. World Actives only warrants the goods will substantially conform to World Actives' current technical specifications. The Customer agrees that World Actives does not warrant the goods will conform to any other specifications or other requirements. WORLD ACTIVES MAKES NO WARRANTIES, IMPLIED OR OTHERWISE, AS TO THE MERCHANTABILITY OR FITNESS FOR ORDINARY OR PARTICULAR PURPOSES OF ITS GOODS AND EXCLUDES THE SAME. WORLD ACTIVES' GOODS ARE NOT EVALUATED FOR ALL POTENTIAL FOOD SAFETY HAZARDS.
5. LIMIT OF LIABILITY WORLD ACTIVES' LIABILITY SHALL BE LIMITED TO THE BILLED COST FOR OR REPLACEMENT OF DEFECTIVE GOODS AND IN NO EVENT SHALL WORLD ACTIVES BE LIABLE FOR CONSEQUENTIAL OR INDIRECT DAMAGES. It is the Customer's responsibility both to determine safe conditions for use and to evaluate World Actives' goods for food safety hazards. The Customer agrees to assume all liability for loss, injury, damage, or expense resulting from the improper use and/or handling and the presence of food safety hazards of such goods.
6. SAMPLE APPROVAL In the event the sale of the goods is subject to sample approval as stated on the face hereof, World Actives agrees to provide a sample thereof sufficiently in advance of the delivery date to enable the Customer to analyze said sample. If said sample does not meet the specifications of the goods as stated on the face hereof, the Customer shall promptly advise World Actives of the reason or reasons therefore and World Actives shall be entitled to submit additional samples which address the points identified by the Customer. If said additional samples conform to the specifications on the face hereof or otherwise meet industry standards, the Customer shall not be entitled to cancel this Contract.
7. CANCELLATION This Contract can be cancelled only with World Actives' written consent and upon terms that will indemnify World Actives against loss.
8. FAILURE OR DELAY IN DELIVERY World Actives will not be liable for any failure or delay in performing orders or delivering or shipping goods or for losses or damages of any kind resulting from any such failure or delay, when such failure or delay is directly or indirectly caused by, or in any manner arises from, fire, flood, severe weather, crop disease or failure, accident, strikes, boycotts, lockouts, labor difficulties, acts of God, force majeure, civil unrest, national emergency, war, governmental interference, freight embargo, material shortages or other causes beyond the reasonable control of World Actives.
9. CONTROLLING PROVISION; GOVERNING LAW The terms and conditions set forth herein shall prevail insofar as they may in any way conflict with the terms and conditions in any Purchase Order, confirmation, telex, facsimile transmission or other writing used or given by the Customer, and any additional or different terms or conditions which may appear in any printed form or communication from the Customer are hereby objected to and shall not be effective or binding or otherwise become a part of this Contract unless specifically recognized and agreed to in writing by World Actives. This Contract shall be governed by, and construed in accordance with, the laws of the State of Connecticut.
10. NO WAIVER No waiver of any of the foregoing provisions, terms and conditions nor consent to any departure by the Customer there from shall in any event be effective unless the same shall be agreed to in writing by World Actives, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
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