1. Acceptance governing provisions. UniFirst First Aid Corporation d/b/a Green Guard First Aid and Safety, Medique Products, Medi-First Plus (“UniFirst First Aid”) acknowledges receipt of Customer’s order and accepts Customer’s order expressly conditional on Customer’s assent to the terms and conditions herein contained whether additional to or different from those contained in Customer’s purchase order or any other form or document heretofore or hereafter supplied by Customer to UniFirst First Aid. Customer will be deemed to have assented to these terms and conditions unless UniFirst First Aid receives written notice of any objection within 15 days after Customer’s receipt of the form. UniFirst First Aid’s failure to object to provisions contained in any purchase order or any other form or document from Customer shall not be construed as a waiver of these terms and conditions nor an acceptance of any such provision. This contract and the terms and conditions shall be governed by and construed in accordance with the laws of the State of Missouri.
2. Changes, cancellation. No change by UniFirst First Aid of any term or condition of this contract or any of UniFirst First Aid’s rights or remedies hereunder shall be binding on UniFirst First Aid nor shall the order hereby acknowledged be cancelled or changed by Customer unless UniFirst First Aid shall expressly consent thereto in writing by UniFirst First Aid’s authorized officer. There are no representations, agreements, promises, or understandings between Customer and UniFirst First Aid that are not expressed herein.
3. Delivery, claims, delays. All sales of the products hereunder shall be F.O.B. at UniFirst First Aid’s facility. UniFirst First Aid reserves the right , in its discretion, to determine the exact method of shipment. UniFirst First Aid reserves the right to make delivery in installments to be separately invoiced and paid for when due in accordance with the invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Customer of Customer’s obligations to accept remaining deliveries. Immediately upon Customer’s receipt of the products shipped hereunder, Customer shall inspect the same and shall notify UniFirst First Aid in writing of any claims for shortages, defects, or damages and shall hold the products for UniFirst First Aid’s written disposition. If Customer shall fail to so notify UniFirst First Aid within ten (10) days after the products have been received by Customer, the products shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by Customer. UniFirst First Aid shall not be liable for any loss, damages, or penalty as a result of any delay in or failure to manufacture, deliver, or otherwise perform hereunder due to any cause beyond UniFirst First Aid’s reasonable control, including, without limitation, act of Customer, embargo or other government act, regulation or request affecting the conduct of UniFirst First Aid’s business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes, shortage of labor, or other labor difficulties, lightning, flood, windstorm, or other acts of God, delay in transportation, default by common carriers or inability to obtain necessary labor, fuel, materials, supplies or power at current prices.
4. Allocation of goods. If UniFirst First Aid is unable for any reason to supply the total demand for goods specified in Customer’s order, UniFirst First Aid may allocate its available supply among any or all buyers on such basis as UniFirst First Aid may deem fair and practical, without liability for any failure of performance which may result therefrom.
5. Payment, Taxes. Terms of sale are net 30 days of date of invoice, unless otherwise stated on the face hereof. Products will be billed at the prices in effect at the time shipment is made. If the financial condition of Customer does not justify the terms of payment specified, UniFirst First Aid may demand full or partial payment in advance before proceeding with the delivery of the products. If Customer defaults in any payment when due with respect to any one or more orders for the products, UniFirst First Aid, at its option and without prejudice to its other lawful remedies (including the right of UniFirst First Aid to recover from Customer its expenses incurred in the collection of past due sums owed, including Court costs, attorney’s fees and other related expenses), may defer delivery of the products until payment is received. A service charge of one and one-half percent (1-1/2%) of any unpaid balance of the purchase price for the products will be charged monthly. Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transactions between Customer and UniFirst First Aid shall be paid by Customer in addition to the prices quoted or invoiced. In the event UniFirst First Aid is required to pay any such tax, fee or charge, Customer shall reimburse UniFirst First Aid therefore.
6. Warranty Disclaimer. UNIFIRST FIRST AID DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE PRODUCTS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER UNDERSTANDS AND AGREES THAT UNIFIRST FIRST AID’S LIABILITY FOR DEFECTIVE OR NONCONFORMING PRODUCTS ORDERED IS EXPRESSLY LIMITED TO THE REPLACING OF SUCH PRODUCTS. IT IS FURTHER AGREED THAT UNIFIRST FIRST AID SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONTINGENT, OR CONSEQUENTIAL DAMAGES OR EXPENSES OF ANY KIND OR CHARACTER, INCLUDING WITHOUT LIMITATION, THOSE LIABILITIES, DAMAGES OR EXPENSES WHICH MAY ARISE OUT OF THE USE OR RESALE OF THE PRODUCTS.
7. Use of products. Customer agrees to comply with instructions, if any, furnished by UniFirst First Aid relating to the use of its products and not misuse the products in any manner. Customer shall notify UniFirst First Aid within 15 days of Customer’s receipt of knowledge of any accident involving UniFirst First Aid’s products resulting in personal injury or damages to property and Customer shall fully cooperate with UniFirst First Aid in the investigation and determination of the cause of such accident and shall make available to UniFirst First Aid all statements, reports, and tests made by Customer or made available to Customer by others. The furnishing on such information to UniFirst First Aid and any investigation by UniFirst First Aid shall not constitute an assumption of any liability by UniFirst First Aid. Customer agrees to indemnify and hold UniFirst First Aid harmless from and against any and all losses, damages and expenses (including attorneys’ fees and other costs if defending any action) that UniFirst First Aid may sustain or incur as a result of any claim of negligence, breach of implied warranty or strict liability in tort by Customer, its officers, agents or employees, its successor and assigns, whether direct or indirect in connection with the use of UniFirst First Aid’s products.