All delivery dates for the Products are estimates only. Seller shall not be held liable to Buyer or any other party for any losses, damages, penalties, or expenses for any delay in delivery of the Products. Seller’s only obligation with respect to delivery dates shall be to use reasonable efforts to meet same.
Unless otherwise set forth in an applicable Order Acknowledgement Form, all deliveries are loaded FOB Seller’s shipping facility (such delivery, “Delivery”). To the extent that Buyer elects to have Seller arrange for shipment after Delivery, freight shall be prepaid and added to Buyer’s invoice for Products. Title and risk of loss to the Products pass to Buyer upon Delivery.
Seller will not be liable for any delays, breakage, loss or damage after having made Delivery in good order to the first transportation carrier. All claims for loss or damage in transit are to be made by Buyer with the applicable transportation provider. In the event Seller arranges for shipment, Seller will assist Buyer with the claims process; however, in no event shall Seller’s assistance with such claim ascribe any liability to Seller.
Products shall be deemed accepted by Buyer unless written notice of rejection is received by Seller within five (5) days after receipt of the Products by Buyer.
CANCELLATION AND CHANGES
No cancellations of Buyer’s Order or changes to the Products shall be binding upon Seller unless expressly agreed in writing by Seller. In the event Seller does not expressly agree to a cancellation of Buyer’s Order or change to the Products, a cancellation of or change to the Products shall entitle Seller to all remedies available by law or equity including cancellation costs or increased prices. Notwithstanding the foregoing, Seller reserves the right to refuse or delay shipment of any order placed by Buyer and accepted by Seller when Buyer is delinquent in payments or when Buyer has failed to perform any of its material obligations under this Agreement.