goods to a carrier at Seller’s point of shipment shall constitute delivery. Buyer is responsible for all freight, sales and other taxes, customs duties, insurance costs and other expenses relating to the shipment of the goods. In the event of a dispute regarding the delivery, quantity or quality of the goods or services, the burden of proving the goods or services were not delivered or that the quantity or quality thereof was not in accordance with the order, shall rest with the Buyer. Seller recommends that Buyer insures its goods while in transit. Buyer is responsible for all costs, reporting, and compliance with export control laws related to the goods’ export in the event the purchase order has specified a preferred carrier; this shall constitute a routed export transaction and applicable country-specific regulations will apply. If Seller's carrier is used, then Buyer must notify Seller, within ten (10) days after Seller's delivery of the applicable goods to the carrier, of any claim that goods were lost or damaged in shipment, and any claim not so made is waived. Seller will cooperate with Buyer in Buyer's claims against the carrier for lost or damaged goods. Buyer shall make claims for loss or damage to goods while in transit against the carrier. Additional charges will be incurred by Buyer for special processing for export orders and drop shipments outside of country of manufacture. Seller will not make any “drop shipments” to Buyer’s customers unless Seller, in its sole discretion, deems it necessary. Unless the parties agree otherwise in writing, Buyer must take all goods ordered within six (6) months of the order date. If all shipments have not been completed within that time, Buyer will pay a cancellation charge as set by Seller. Seller may agree to hold goods for a longer time, with Buyer paying all storage/holding fees. The ship date(s) designated by Seller represent a reasonable estimate of the time required to manufacture the goods from the date the order is accepted by Seller. All delivery dates are approximate and such dates do not represent Seller’s promise to ship or deliver goods on such dates unless otherwise expressly agreed in writing. Goods may be tendered in partial shipments at Seller's discretion. If Seller determines it is necessary to modify the design or specifications for the goods, the shipping date shall be extended by the period of time required to achieve the agreed-upon modifications to the design, specifications, or terms of sale. The performance date(s) designated by Seller for services represent a reasonable estimate of the time required to begin and complete the services. Some services are contingent on appropriate environmental conditions. Delays in services caused by inappropriate environmental or site conditions, including weather, shall not be a breach of the Terms. 5. Inspection: Buyer has the right to inspect goods or services upon receipt and run adequate tests to determine whether the goods shipped conform to the warranties. Buyer shall compensate Seller at the contract price for all goods used in testing and Buyer bears all expenses incurred in any inspection or testing, whether or not the goods conform. Failure to inspect the goods or services or failure to notify Seller in writing that such are nonconforming within ten (10) days of the receipt by Buyer shall constitute a waiver of Buyer’s rights of inspection and rejection for nonconformity and shall be an irrevocable acceptance of goods by Buyer. 6. Insurance: The parties shall obtain and maintain insurance coverage with limits sufficient to cover the liabilities outlined in these Terms. Seller or Buyer will provide a basic certificate of insurance evidencing coverage on the other party’s request. In no event will Buyer be an additional insured on Seller’s policies, nor will Seller waive its subrogation rights. 7. Warranty: Except as otherwise stated in Seller’s published, product-specific warranty or product disclaimer, Seller warrants to Buyer, for a period of one year from the date of shipment from Seller’s plant, that all goods manufactured by Seller and/or sold under these Terms shall be free from defects in materials and manufacture. Buyer is solely responsible for determining if goods fit Buyer’s particular purpose and are suitable for Buyer’s process and application. Seller's statements, engineering and technical information, and recommendations are provided for the Buyer’s convenience and the accuracy or completeness thereof is not warranted. If, after Seller receives written notice, within the warranty period, that any goods allegedly do not meet Seller’s warranty, and Seller, in its sole discretion, determines that such claim is valid, Seller's sole obligation and Buyer’s exclusive remedy for breach of the foregoing warranty or any Seller published warranty, will be, at Seller’s option, either: (i) repair or replacement of such goods or (ii) credit or refund to Buyer for the purchase price from Seller. In the case of repair or replacement, Seller will be responsible for the cost of shipping the parts but not for labor to remove, repair, replace or reinstall the allegedly defective goods. Refurbished goods may be used to repair or replace the goods and the warranty on such repaired or replaced goods shall be the balance of the warranty remaining on the goods which were repaired or replaced. Any repair or rework made by anyone other than Seller is not permitted without prior written authorization by Seller, and voids the warranty set forth herein. Seller warrants to Buyer that it will perform services in accordance with the Sales Documents using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services. With respect to any services subject to a claim under the warranty set forth above, Seller shall, in its sole discretion, (i) repair or re-perform the applicable services or (ii) credit or refund the price of such services at the pro rata contract rate and such shall be Seller’s
