AGRI-INJECT’S ACCEPTANCE OF DEALER’S ORDER FOR PRODUCTS AND/OR MATERIALS IS EXPRESSLY MADE CONDITIONAL UPON DEALER’S ASSENT TO THE TERMS AND CONDITIONS APPEARING HEREIN, INCLUDING THOSE WHICH ARE DIFFERENT FROM OR IN ADDITION TO ANY TERMS AND CONDITIONS OF DEALER’S ORDER. NOTICE IS HEREBY GIVEN THAT AGRI-INJECT OBJECTS TO ANY TERMS AND CONDITIONS OF DEALER’S ORDER WHICH ARE IN ADDITION TO OR DIFFERENT FROM THOSE APPEARING HEREIN AND THAT DEALER’S ACCEPTANCE MUST BE IN EXACT ACCORDANCE WITH THE TERMS AND CONDITIONS APPEARING HEREIN.
I. RIGHTS AND OBLIGATIONS
1.1 Dealer hereby represents that they are an “Authorized Dealer of Agri-Inject”.
1.2 By acceptance of the PRODUCTS AND/OR MATERIALS sold in connection with this invoice, DEALER agrees:
a). that the Terms and Conditions set forth herein shall be incorporated in the DEALER’S Order;
b). that variance from these Terms and Conditions accompanying any order from DEALER are without force and effect and are not binding upon AGRI-INJECT except to the extent, if any, that such terms and conditions are identical to the Terms and Conditions set forth herein;
c). to accept the responsibility for selection of PRODUCTS AND/OR MATERIALS and the results obtained therefrom, as well as use of other products or services used in conjunction with PRODUCTS AND/OR MATERIALS to achieve DEALER'S intended results.
1.3 All PRODUCTS AND/OR MATERIALS are carefully inspected prior to shipment. DEALER is advised to store any PRODUCTS AND/OR MATERIALS in a dry, cool area protected from weather, sun, extreme heat, freezing and other adverse conditions. AGRI-INJECT will not be liable for any damage to PRODUCTS AND/OR MATERIALS as a result of negligence, misuse, mishandling, improper application or improper use by DEALER.
1.4 Shop drawings or job specifications prepared by AGRI-INJECT for the benefit of DEALER shall not obligate AGRI-INJECT to terms and conditions differing from those herein.
1.5 DEALER agrees that the Terms and Conditions set forth herein may only be modified by a writing executed by an executive officer of DEALER and AGRI-INJECT.
II. PRICING AND PAYMENT
2.1 Prices for all PRODUCTS AND/OR MATERIALS are “list price” subject to DEALER discounts, as published by Agri-Inject from time to time, unless otherwise marked on the invoice. All Orders are accepted by AGRI-INJECT only upon the provision that the prices, including DEALER discounts and delivery charges will be those in effect on the date of shipment. All prices, designs, and specifications are subject to change without notice or AGRI-INJECT incurring obligation.
2.2 Unless otherwise specified in writing, payment for PRODUCTS AND/OR MATERIALS shipped by AGRI-INJECT hereunder shall be made at the principal office of AGRI-INJECT in United States funds without exchange or similar charges. AGRI-INJECT shall invoice DEALER for each shipment of PRODUCTS AND/OR MATERIALS separately unless otherwise specified. The total amount of each invoice is due upon shipment of each of the PRODUCTS AND/OR MATERIALS specified in the invoice regardless of whether all invoiced items have been shipped, unless other arrangements have been made, in writing with Agri-Inject.
2.3 If, in AGRI-INJECT'S sole opinion, the financial condition of the DEALER warrants, AGRI-INJECT may require pre-payment, cash payment and/or security satisfactory to AGRI-INJECT before shipment. Where DEALER has failed to pay or furnish such security, delivery of PRODUCTS AND/OR MATERIALS may be suspended without notice or further AGRI-INJECT obligation.
2.4 Unless otherwise specified by AGRI-INJECT in writing, failure of DEALER to pay any invoice within thirty (30) days shall operate to make all outstanding invoices to DEALER immediately due and payable in full. The acceptance by AGRI-INJECT of any partial payment of amounts due (whether under the original terms of payment or terms of payment changed by AGRI-INJECT as provided herein), shall not be a waiver of any of AGRI-INJECT'S rights set forth herein or as provided by law to collect full payment.
2.5 DEALER'S obligation to pay shall not be extended by reason of DEALER’S inability to collect from any third party.
2.6 A finance charge will be assessed from the date of invoice on all past due accounts at AGRI-INJECT’S then current rate of interest which shall be less than the maximum rate of interest allowed by the state in which DEALER has its principal place of business. DEALER will indemnify for any liability under usury laws in connection with interest on past due accounts.
2.7 DEALER may not set off against amounts payable to the AGRI-INJECT hereunder for any outstanding claim or charge it may have against AGRI-INJECT. Back-charges will not be allowed without AGRI-INJECT'S prior written approval. Costs of field inspections made by AGRI-INJECT at DEALER'S request to verify claims for defective PRODUCTS AND/OR MATERIALS shall be chargeable to DEALER, if no error attributable to AGRI-INJECT is found.
III. SHIPMENT AND DELIVERY
3.1 All pricing and freight terms are Ex Works (per INCO Definition 2010) Agri-Inject facilities Yuma, Colorado, USA.
3.2 Shipping instructions are to be designated solely by AGRI-INJECT. AGRI-INJECT may arrange for partial deliveries and the route of shipments. DEALER is responsible for all shipping costs, including those incurred by carrier re-classification, prior to delivery to the original destination, spotting, switching, drayage, demurrage or other transportation charges incurred. DEALER agrees to indemnify AGRI-INJECT against all claims for damage to PRODUCTS AND/OR MATERIALS in transit. Risk of loss shall pass to DEALER at AGRI-INJECT'S point of shipment regardless of when title passes to DEALER.
3.3 Shipping schedules and rates are AGRI-INJECT'S best estimates. AGRI-INJECT does not guarantee to ship at estimated rates or within estimated times. AGRI-INJECT’S failure to meet such dates or rates shall not give DEALER any rights to special damages or the right to cancel or otherwise alter the order.
3.4 Acceptance by the DEALER of PRODUCTS AND/OR MATERIALS shall constitute a waiver of all claims (if any) for loss or damage due to delay.
3.5 PRODUCTS AND/OR MATERIALS to be delivered to the destination shall become the responsibility of the recipient Ex Works, and the risk against transit loss or damage to such property from fire, theft, improper storage, misuse and all other hazards shall be with the DEALER regardless of the fact that title to such PRODUCTS AND/OR MATERIALS may not have passed to DEALER or the recipient.
3.6 AGRI-INJECT shall not be required to become a part of, or to contribute to, any insurance plan of DEALER and/or any other entity, nor insure for carrier loss or failure to meet delivery schedule.
4.1 All local sales, delivery, use, occupation or like taxes, which are not included in the price of PRODUCTS AND/OR MATERIALS will be paid by DEALER. Personal property taxes, inventory taxes, transit tax or the like assessable on PRODUCTS AND/OR MATERIALS after delivery to carrier shall be borne and paid by DEALER regardless of where title resides. If such taxes are paid by AGRI-INJECT, DEALER will reimburse AGRI-INJECT. DEALER agrees to indemnify and hold AGRI-INJECT harmless from liability for taxes (other than taxes on income) in connection with this sale including legal fees or costs incurred by AGRI-INJECT in connection therewith.
4.2 In accordance with Colorado law, all buyers and/or purchasers of manufactured goods are assumed to be end-users. Therefore, AGRI-INJECT charge sales tax (Yuma, Colorado, USA) on purchases made from AGRI-INJECT. DEALERS, claiming exemptions from Colorado sales tax will provide the appropriate Sales Tax Exemption ID or Sales Tax Affidavit to AGRI-INJECT prior to shipment. Failure to provide AGRI-INJECT with such documentation will result in AGRI-INJECT assessing sales tax on all purchases.
V. WARRANTIES - THIS IS A LIMITED WARRANTY-REGISTRATION REQUIRED
5.1 AGRI-INJECT warrants new AGRI-INJECT PRODUCT AND/OR MATERIAL against defects or improper workmanship for that time in accordance with AGRI-INJECT's warranty as reproduced on the specified PRODUCT AND/OR MATERIAL Operating Manual(s) accompanying the new PRODUCT AND/OR MATERIAL (or as posted on AGRI-INJECTS website (www.agri-inject.com) commencing from the date of end–user purchase from DEALER. DEALER’S sale of used AGRI-INJECT products and/or materials automatically voids AGRI-INJECT’S manufacturer’s Limited Warranty on all such used product and/or material sold.
5.2 Components not manufactured by AGRI-INJECT, even if purchased from AGRI-INJECT by DEALER, are not warranted by AGRI-INJECT and are only warranted to the extent of the original manufacturer’s warranty. AGRI-INJECT shall bear no responsibility or liability for such manufacturer’s warranty. AGRI-INJECT will, however, assist DEALER in facilitating such original manufacturer’s warranty for all DEALER’S purchases of such components from AGRI-INJECT.
5.3 AGRI-INJECT will repair or replace (at AGRI-INJECT’S option), Ex Works Yuma CO any PRODUCTS AND/OR MATERIALS carrying AGRI-INJECT’s Limited Warranty which, in AGRI-INJECT'S sole opinion, are defective, provided the PRODUCTS AND/OR MATERIALS showing evidence of defects or improper workmanship are returned to AGRI-INJECT’S facility in Yuma CO, freight pre-paid.
5.4 DEALER returning goods to AGRI-INJECT on behalf of DEALER’S purchaser in accordance with this Limited Warranty, must first obtain a Return Merchandise Authorization (RMA) from AGRI-INJECT. The RMA must be clearly displayed on the shipping label. AGRI-INJECT assumes no liability, under this Limited Warranty or otherwise, unless DEALER acquires an RMA prior to shipment.
5.5 This AGRI-INJECT Limited Warranty does not cover the costs of installation or any other costs incurred by DEALER in assisting purchaser in fulfilling the terms of this Warranty
5.6 THE LIMITED WARRANTY IS MADE SOLELY TO END-USER AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR LIABILITIES ON THE PART OF AGRI-INJECT OF ANY NATURE WHATSOEVER, AGRI-INJECT NEITHER ASSUMES NOR AUTHORIZES ANY PERSON TO ASSUME FOR IT ANY OBLIGATIONS OR LIABILITIES NOT EXPRESSLY STATED HEREIN.
5.7 THE FOREGOING WARRANTY SHALL BE THE END USER’S SOLE REMEDY AND AGRI-INJECT’S SOLE LIABILITY ON CONTRACT OF WARRANTY OR OTHERWISE FOR PRODUCTS AND/OR MATERIALS. IN NO EVENT WILL AGRI-INJECT BE LIABLE FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL DAMAGES WHETHER OR NOT RESULTING FROM AGRI-INJECT’S NEGLIGENCE, EVEN IF AGRI-INJECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.8 DEALERS IN CONSUMER PRODUCTS AND/OR MATERIALS SHOULD NOTE THAT SOME STATES DO NOT ALLOW FOR THE EXCLUSION OF CONSEQUENTIAL DAMAGES OR THE LIMITATION ON THE DURATION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. THIS WARRANTY GIVES THE ORIGINAL END-USER SPECIFIC LEGAL RIGHTS, AND THE DEALER MAY ALSO HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE-TO-STATE. ALL INQUIRIES CONCERNING THE ABOVE WARRANTY AND/OR AGRI-INJECT'S PERFORMANCE THEREUNDER SHOULD BE ADDRESSED TO AGRI-INJECT AT THE ADDRESS SHOWN ON THE FACE OF THIS INVOICE.
5.9 UNDER NO CIRCUMSTANCES WILL AGRI-INJECT BE LIABLE FOR ANY LOSS, INCLUDING LOST PROFITS OR OTHER CONSEQUENTIAL DAMAGES FOR DEALER’S MISUSE, IMPROPER USE, COMBINATION OF PRODUCTS AND/OR MATERIALS WITH APPARATUS OR DEVICES NOT FURNISHED BY AGRI-INJECT OR BASED UPON ALTERATION OF THE PRODUCTS AND/OR MATERIALS SUPPLIED HEREUNDER. AGRI-INJECT SHALL HAVE NO LIABILITY TO DEALER NOR END-USER FOR ANY CLAIM BASED UPON THE USE OF THE AGRICULTURAL PRODUCT IN A MANNER OTHER THAN SPECIFIED IN THE OPERATING MANUAL PROVIDED BY AGRI-INJECT FOR SUCH PRODUCTS AND/OR MATERIALS.
VI. INSPECTIONS, CLAIMS, DEFECTS, SHORTAGES
6.1 PRODUCTS AND/OR MATERIALS must be inspected by DEALER prior to offer for sale for compliance with specifications. AGRI-INJECT’s sole obligation with respect to PRODUCTS AND/OR MATERIALS not in accordance with specifications shall be to furnish new product without being liable for work or other wages or any consequential damages including removal or installation. Product requirements shall be governed by AGRI-INJECT's approved specifications only.
6.2 DEALER shall, within forty eight (48) hours after receipt of PRODUCTS AND/OR MATERIALS, give written notice of any shortage or damages, as the case may be, to the agent of the delivering carrier in order to permit the verification of the alleged shortage or damage by the delivering carrier and in order to substantiate a formal claim when and if presented; and, DEALER shall also send written notice to AGRI-INJECT at its principal office by mail or e-mail (info@Agri-Inject.com) within said forty eight (48) hour period.
6.3 AGRI-INJECT shall not be obligated to accept credit or exchange any PRODUCTS AND/OR MATERIALS returned for credit by DEALER without AGRI-INJECT'S written permission, freight prepaid by DEALER. DEALER returning goods to AGRI-INJECT, must first obtain a Return Merchandise Authorization (RMA) from AGRI-INJECT. The RMA must be clearly displayed on the shipping label. AGRI-INJECT assumes no liability for accepting a return or exchange, unless DEALER acquires an RMA prior to shipment.
6.4 In the event AGRI-INJECT agrees in writing to such credit or exchange, DEALER shall be required to pay a restocking charge of 25% of the invoice price of such returned PRODUCTS AND/OR MATERIALS.
6.5 PRODUCTS AND/OR MATERIALS accepted and used by DEALER shall be deemed to have been accepted in good condition and in compliance with the specifications and the order therefor unless written notice to the contrary is given to AGRI-INJECT prior to such use.
VII. PATENT INDEMNIFICATION AND TRADEMARK USAGE
7.1 AGRI-INJECT will defend DEALER against a claim that PRODUCTS AND/OR MATERIALS shipped hereunder or the sale of such PRODUCTS AND/OR MATERIALS for use pursuant to current unaltered operating and use instruction provided by AGRI-INJECT for such PRODUCTS AND/OR MATERIALS (as set out in the Operating Manual or on the AGRI-INJECT website (www.agri-inject.com) infringed an enforceable U.S. Patent. AGRI-INJECT will pay resulting costs, damages, and attorney's fees finally awarded provided that: (a) DEALER promptly notifies AGRI-INJECT in writing of the claim; and (b) AGRI-INJECT has sole control of the defense and all related settlement negotiations.
7.2 AGRI-INJECT’S obligation under this ARTICLE VII is conditioned on the DEALER’S agreement that if such PRODUCTS AND/OR MATERIALS becomes or, in AGRI-INJECT’S opinion, is likely to become the subject of such a claim, the DEALER will permit AGRI-INJECT at its option and expense, either to procure the right for the DEALER to continue selling the PRODUCTS AND/OR MATERIALS or to replace or modify the same so that it is non-infringing; and, if neither of the foregoing alternatives is available on the terms which are reasonable in AGRI-INJECT’S judgment, the DEALER will return the PRODUCTS AND/OR MATERIALS upon written request by AGRI-INJECT.
7.3 AGRI-INJECT shall have no liability for any claim based upon the combination of PRODUCTS AND/OR MATERIALS furnished hereunder with apparatus or devices not furnished by AGRI-INJECT or based upon alteration of the PRODUCTS AND/OR MATERIALS supplied hereunder, if such claim would have been avoided by the absence of such alteration. AGRI-INJECT shall have no liability for any claim based upon the use of the PRODUCTS AND/OR MATERIALS in a manner other than specified in the Operating Manual provided by AGRI-INJECT for such PRODUCTS AND/OR MATERIALS.
7.4 AGRI-INJECT will defend DEALER on the conditions specified above against a claim that the PRODUCTS AND/OR MATERIALS supplied hereunder infringe a patent of any country in which the PRODUCTS AND/OR MATERIALS may subsequently be installed provided AGRI-INJECT is then offering PRODUCTS AND/OR MATERIALS for sale in said country and offering a comparable indemnity in that country. The foregoing states the entire obligation of AGRI-INJECT with respect to infringement of patents by the PRODUCTS AND/OR MATERIALS or any part thereof or for the sale and/or use thereof.
7.5 DEALER agrees that it will, at its own expense, defend and defray the entire costs and expenses of any suits that are instituted by any party or parties against AGRI-INJECT on account of any claimed infringement of any patent due to the use, sale or application by Dealer or DEALER’S customer of any product manufactured by AGRI-INJECT modified pursuant to a design, device, or material specified by DEALER, provided that the claim asserted could have been properly brought against the DEALER, regardless of whether actually brought, by the party or parties instituting such suit as a claim for direct infringement and/or contributory infringement and/or inducing infringement of such patent. Such costs and expenses shall include without limitation all damages awarded, and all losses, damages and expenses suffered by reason of any injunction prohibiting the use and/or sale of the aforesaid product. AGRI-INJECT agrees to notify DEALER promptly after receiving notice of any claim of such infringement or the commencement of any such suit.
7.6 No license is granted or implied to DEALER hereunder, nor is any other right or immunity granted to DEALER under any AGRI-INJECT trademark or copyright other than as expressly set forth in a written agreement between AGRI-INJECT and DEALER .
VIII. SECURITY INTERESTS
8.1 AGRI-INJECT retains title to PRODUCTS AND/OR MATERIALS until payment is received in full. AGRI-INJECT reserves a purchase money security interest in all of the PRODUCTS AND/OR MATERIALS, as well as any proceeds from the transfer of the PRODUCTS AND/OR MATERIALS in an amount equal to the price herein. Any interests will be released by AGRI-INJECT upon DEALER'S payment in full for PRODUCTS AND/OR MATERIALS. DEALER acknowledges that this invoice constitutes a "Security Agreement" for purposes of ARTICLE 9 (of the Uniform Commercial Code) and, where applicable, may also constitute a financing statement. DEALER agrees to execute any other documents AGRI-INJECT deems necessary to perfect AGRI-INJECT'S security interest in PRODUCTS AND/OR MATERIALS.
IX. CANCELLATION, NON-PERFORMANCE, EXCUSABLE DELAY
9.1 The purchase of PRODUCTS AND/OR MATERIALS in accordance with the terms of this invoice is binding upon DEALER and AGRI-INJECT and is not cancellable except as provided below.
9.2 Delay in shipment or failure of AGRI-INJECT to fulfill or perform any order or agreement shall be excused by any cause beyond AGRI-INJECT'S control, including but not limited to, sabotage, fire, fuel shortage, flood, labor disputes, riot, insurrection, war, act of any governmental authority, inability to obtain raw materials, and acts of God. DEALER shall similarly be excused from taking shipment or may request a delay in shipment due to the above occurrences, providing notice is given to AGRI-INJECT in writing prior to shipment.
9.3 Should any governmental law, regulation, ruling, order, decree, policy, or request (including, but not limited, to import or export restrictions, license requirements, taxation, exchange controls or restrictions on current or capital transactions) effectively prohibit or restrict AGRI-INJECT from shipping or delivering PRODUCTS AND/OR MATERIALS or from receiving cash-in-hand payment (or the equivalent thereof) in full payment for PRODUCTS AND/OR MATERIALS while so effectively prohibited or restricted, AGRI-INJECT shall not be liable for any delays or damages.
9.4 Upon the following circumstances, AGRI-INJECT may refuse to perform:
a) the time period for the validity of third-party financing (letters of credit, etc.) is insufficient to permit proper processing by AGRI-INJECT or its freight forwarder of shipping documents;
b) third party financing documents (letters of credit, etc.) contain requirements, the compliance with which may result in the violation or contradiction by AGRI-INJECT of applicable governmental laws, regulations or stated policy; or
c) DEALER is in default under this or any other agreement between DEALER and AGRI-INJECT.
9.5 Filing by or against DEALER of any bankruptcy petition, reorganization proceeding or other insolvency proceeding, or appointment of receiver for DEALER, or filing of any judgment or other lien against DEALER or its property or against the owner of the building on which PRODUCTS AND/OR MATERIALS are applied shall constitute a breach by DEALER of any agreement with respect to PRODUCTS AND/OR MATERIALS. In any of the foregoing events, AGRI-INJECT may (a) cancel unfilled portions of contracts, suspend production, refuse shipment or stop in transit any shipments; and (b) declare all unpaid amounts due and payable, whether or not then due or payable.
9.6 DEALER may cancel any order for PRODUCTS AND/OR MATERIALS if the cancellation is required by action of any legitimate government entity.
10.1 In the event DEALER cancels any order for PRODUCTS AND/OR MATERIALS after manufacture of such PRODUCTS AND/OR MATERIALS has begun, DEALER agrees to pay AGRI-INJECT a cancellation charge equal to the cost of the percentage of completion of the order (as estimated by AGRI-INJECT) or 25% of the list price applicable to DEALER’S purchase of the PRODUCTS AND/OR MATERIALS included in the cancelled purchase order, whichever is greater, plus any cancellation charges which may be charged back to AGRI-INJECT by other manufacturers of components of such order.
10.2 DEALER shall indemnify and hold AGRI-INJECT harmless from and against any and all claims, causes of action, judgments and expenses incurred in connection therewith, including reasonable attorney’s fees, made upon or brought against AGRI-INJECT which are directly related to DEALER’S use or sale of the new PRODUCTS AND/OR MATERIALS described herein, including claims for personal injury, death, property damage, defamation, loss of employment, loss of profit and the like.
10.3 In no event shall AGRI-INJECT be liable for loss of anticipated profits, loss of income, job overhead, unused labor, or any other special or consequential loss or damage of any nature.
10.4 AGRI-INJECT shall not be bound by any “hold harmless” or “indemnification” provisions or agreements to personal injury, including death, and/or property damage whether or not same is deemed incorporated herein by reference and all such agreements and provisions are to be excluded and be inapplicable to AGRI-INJECT. AGRI-INJECT shall be liable only for its own direct negligence and the direct negligence of its own employees.
11.1 If any provision(s) of this invoice shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions as accepted shall not in any way be affected or impaired thereby.
11.2 No action, regardless of form, arising out of this invoice may be brought by either party more than two years after the cause of action has arisen.
11.3 This invoice and any transaction reflected hereby will be governed by the laws of the State of Colorado.
11.4 The forbearance or failure of AGRI-INJECT to enforce any of the Terms and Conditions of this invoice or to exercise any right accruing from any default of DEALER shall not affect or impair AGRI-INJECT'S rights in case such default continues or in case of any subsequent default of DEALER and such forbearance or failure shall not constitute a waiver of other or future defaults of DEALER.
11.5 Typographical and clerical errors are subject to correction.
11.6 Any notice or communication to AGRI-INJECT expressly provided for herein shall be in writing, shall be given either manually or by mail and shall be deemed sufficiently given if and when received by AGRI-INJECT at its address set forth on the face hereof, or, if an when mailed by registered mail, postage prepaid, addressed to AGRI-INJECT at such address. AGRI-INJECT may, by notice to the DEALER, change its address for receiving such notice.
11.7 The terms of this invoice shall be binding upon and inure to the benefit of the respective parties, their successors, representatives, executives, administrators and assigns.
11.8 AGRI-INJECT shall not be required to waive any liens or rights, or to furnish any performance bonds.
11.9 It is agreed that there are no promises, agreements, warranties or understandings not specifically set forth in this invoice except as executed by duly authorized representatives of DEALER and AGRI-INJECT with the specific intent of amending the terms hereof.
11.10 Requests for modification of specifications for PRODUCTS AND/OR MATERIALS are subject to AGRI-INJECT's written acceptance and need not be considered if the manufacture or processing of the PRODUCTS AND/OR MATERIALS has been commenced when the request reaches AGRI-INJECT's plant. Increased costs resulting from such modification shall be paid by DEALER.
11.11 Engineering time required for reviewing plans and/or addenda, or bulletins, sent to AGRI-INJECT by or on behalf of DEALER shall be at DEALER’S expense. If DEALER requests that AGRI-INJECT prepare shop drawings or specifications for a transaction that does not result in a valid order, DEALER agrees to pay AGRI-INJECT for engineering and/or chemical work performed.
XII. INTERNATIONAL SALES
These additional Terms and Conditions apply to export shipments only:12.1 Notwithstanding any provision stated above, inspection by DEALER and final acceptance is to be at AGRI-INJECT’S plant prior to shipment. After shipment is made, whether or not DEALER has inspected the product, AGRI-INJECT shall have no liability or responsibility to DEALER for damages of any kind caused by any defect or condition which such inspection should have revealed.
12.2 Current export regulations of the U.S. Government Department of Commerce Bureau of Foreign Commerce, Washington D.C. may require that an export license be obtained to export PRODUCTS AND/OR MATERIALS of the type offered herein. It is necessary that any such license be obtained by DEALER and issued prior to the estimated manufacturing period.
12.3 DEALER shall supply an import license, if required.
12.4 The right is reserved to place in storage for DEALER’S account and at DEALER’S expense any PRODUCTS AND/OR MATERIALS timely shipped in accordance with the terms hereof, if such delay is not the fault of AGRI-INJECT.
12.5 AGRI-INJECT reserves all rights to any drawback of U.S. customs duties, if obtainable.
12.6 All payments are to be made in U.S. Dollars unless otherwise agreed in writing by AGRI-INJECT. Payment shall be made by confirmed, irrevocable letter of credit in favor of AGRI-INJECT and confirmed by a domestic U.S. bank in amounts sufficient to cover orders and transportation charges (if any), net of any outstanding advance deposits.
12.7 Any claim or controversy arising out of, or relating to this contract, the breach thereof, or the PRODUCTS AND/OR MATERIALS set forth on the face hereof shall be settled by arbitration to be held in accordance with the rules of American Arbitration Association.