1. Acceptance governing provisions. Mailbox Medicine 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 Mailbox Medicine. Customer will be deemed to have assented to these terms and conditions unless Mailbox Medicine receives written notice of any objection within 15 days after Customer's receipt of the form. Mailbox Medicine'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 Mailbox Medicine of any term or condition of this contract or any of Mailbox Medicine's rights or remedies hereunder shall be binding on Mailbox Medicine nor shall the order hereby acknowledged be cancelled or changed by Customer unless Mailbox Medicine shall expressly consent thereto in writing by Mailbox Medicine's authorized officer. There are no representations, agreements, promises, or understandings between Customer and Mailbox Medicine that are not expressed herein.
3. Delivery, claims, delays. All sales of the products hereunder shall be F.O.B. at Mailbox Medicine's facility. Mailbox Medicine reserves the right , in its discretion, to determine the exact method of shipment. Mailbox Medicine 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 Mailbox Medicine in writing of any claims for shortages, defects, or damages and shall hold the products for Mailbox Medicine's written disposition. If Customer shall fail to so notify Mailbox Medicine 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. Mailbox Medicine 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 Mailbox Medicine's reasonable control, including, without limitation, act of Customer, embargo or other government act, regulation or request affecting the conduct of Mailbox Medicine'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 Mailbox Medicine is unable for any reason to supply the total demand for goods specified in Customer's order, Mailbox Medicine may allocate its available supply among any or all buyers on such basis as Mailbox Medicine 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, Mailbox Medicine 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, Mailbox Medicine, at its option and without prejudice to its other lawful remedies (including the right of Mailbox Medicine 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 Mailbox Medicine shall be paid by Customer in addition to the prices quoted or invoiced. In the event Mailbox Medicine is required to pay any such tax, fee or charge, Customer shall reimburse Mailbox Medicine therefore.
6. Warranty Disclaimer. MAILBOX MEDICINE 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 MAILBOX MEDICINE'S LIABILITY FOR DEFECTIVE OR NONCONFORMING PRODUCTS ORDERED IS EXPRESSLY LIMITED TO THE REPLACING OF SUCH PRODUCTS. IT IS FURTHER AGREED THAT MAILBOX MEDICINE 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 Mailbox Medicine relating to the use of its products and not misuse the products in any manner. Customer shall notify Mailbox Medicine within 15 days of Customer's receipt of knowledge of any accident involving Mailbox Medicine's products resulting in personal injury or damages to property and Customer shall fully cooperate with Mailbox Medicine in the investigation and determination of the cause of such accident and shall make available to Mailbox Medicine all statements, reports, and tests made by Customer or made available to Customer by others. The furnishing on such information to Mailbox Medicine and any investigation by Mailbox Medicine shall not constitute an assumption of any liability by Mailbox Medicine. Customer agrees to indemnify and hold Mailbox Medicine harmless from and against any and all losses, damages and expenses (including attorneys' fees and other costs if defending any action) that Mailbox Medicine 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 Mailbox Medicine's products.