1. Agreement:No order is binding upon us until we receive your order and your payment.
2. Acceptance, exclusive terms:All orders are considered “accepted” when received and “approved” by an authorized representative of Arsco. Acceptance of orders includes acceptance of our terms, including those contained herein, which constitute the complete and exclusive contract between the parties.
3. Seller’s performance:We cannot be held responsible for any loss, delay, failure to deliver or damage caused by reasons beyond our control, including but not limited to: our inability to obtain labor, materials, fuel or supplies; fire, accidents, floods or adverse weather conditions; strikes, lockouts or labor disputes.
4. Payment:Net payment is due at time your order is “accepted” by Arsco.
5. Price:Our price includes only goods, services, accessories, and work as specified therein, unless otherwise specified in our quotation:

(a) Packaging: Packing in accordance with our current standards is included in our quoted price; otherwise, packing charges will be added to the invoice price. 
(b) Taxes: All applicable state and local taxes will be added to the invoice price unless we receive your signed Tax Exempt Certificate.
(c) Shipping: All shipping charges have been added to the total selling price of your order.

6. Price escalation:If any changes are made after the “acceptance” of your order, we reserve the right to adjust the order pricing to reflect additional material and labor cost to cover the requested changes.
7. Shipping:Unless otherwise agreed, our products shall be delivered F.O.B. our factory.
8. Cancellation:All orders that are cancelled by the customer will be subject to cancellation charges. Cancellation charges include the amount necessary to compensate us for all materials ordered and work performed prior to the date of termination, lost profits and reasonable overheads and any other expenses resulting from the cancellation. The cost of these canceled materials will be charged.
9. Drawings, samples, models and other descriptions:All descriptive materials including, but not limited to shipping models, catalogs, price-lists and other advertising materials are for illustrative purposes only.
10. Inspection:Our products go through a “final” quality control inspection procedure before shipping. If damage occurs during shipping, it is the obligation of the customer to report such damage in a timely manner.
11. Governing Law:The parties acknowledge that the transaction that is the subject matter of this order is governed by the laws of the State of Ohio, including the Uniform Commercial Code as enacted in that State.
12. Severability:The invalidity or unenforceability of any one or more phrases, sentences, clauses, paragraphs, or sections contained in this agreement shall not affect the validity or enforceability of the remaining portions of this agreement.
13. Assignment:The customer may not transfer their rights or delegate their performance under this agreement whether by assignment, subcontract, merger, reorganization, operation of law, or otherwise, without the prior written consent of an authorized employee.
14. Limited Warranty:We warrant the products of our manufacture to be free from defects in design, materials and workmanship, exclusive of normal wear and tear, for twelve (12) months from the date of shipment to the original purchaser.

THIS WARRANTY IS IN LIEU OF ANY OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. OUR SOLE AND EXCLUSIVE OBLIGATION UNDER THIS WARRANTY IS TO REPAIR OR REPLACE DEFECTIVE PRODUCTS OR PARTS OR, AT OUR OPTION, TO PAY THE REASONABLE COST OF REPAIR OR REPLACEMENT. THE CUSTOMER AGREES THAT WE SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES FOR INJURY OR FOR COMMERCIAL LOSS, PROPERTY DAMAGE OR OTHERWISE. NOTWITHSTANDING THE ABOVE, OUR MAXIMUM LIABILITY SHALL NOT UNDER ANY CIRCUMSTANCES EXCEED THE CONTRACT PRICE.