Terms and Conditions of Sale
1. As used in this Contract, “Rockmount” means Rockmount Research and Alloys, Inc., a Colorado corporation and all of its affiliates as they may exist from time to time. For purposes of the limitations of liability and remedies set forth by Section 9 of this Contract and the indemnification provisions set forth by Section 10 of this Contract, “Rockmount” shall include all shareholders, directors, officers, employees, agents, and representatives of Rockmount. “Buyer” means the party purchasing the Goods, including any affiliates, as they may exist from time to time. “Third Party” means every person, government entity, or other entity other than Rockmount and Buyer. Whenever a term defined by the Washington Uniform Commercial Code (“Code”) is used in this Contract, the definition contained in the Code shall control its meaning.
2. These Terms and Conditions of Sale together with the provisions on the face hereof constitute a contract (“Contract”) by Rockmount Research And Alloys, Inc. (“Rockmount”) to sell to Buyer the goods identified on the face hereof or in documents incorporating this Contract by reference (the “Goods”). Delivery to and acceptance by Buyer of any part of the Goods constitutes the contract for Rockmount to sell and Buyer to buy and pay for such Goods, expressly and exclusively limited to these terms, conditions and limitations herein. Buyer can reject this Contract by returning the Goods to Rockmount. This Contract does not constitute an acceptance by Rockmount of any Contract or counter Contract of Buyer and serves as a written rejection of any additional, different, or inconsistent provisions, terms, conditions or limitations contained in or incorporated by reference in any forms, purchase orders or other documents of Buyer that already have been or hereafter shall be presented to Rockmount with respect to this Contract. If notwithstanding the foregoing, this Contract is deemed by a court with binding legal authority over the enforcement of this Contract to be an acceptance by Rockmount of a Contract or counter Contract by the Buyer, that acceptance is expressly made conditional on Buyer’s assent to the provisions, terms, conditions and limitations set forth in this Contract and waiver of the provisions, terms, conditions and limitations set forth by the Contract or counter Contract of Buyer that are inconsistent with the provisions, terms, conditions and limitations in this Contract. In any case, upon acceptance of the Goods by Buyer, this Contract constitutes the entire agreement between Rockmount and Buyer with respect to the matters specified in this Contract and supersedes all of their prior and contemporaneous agreements and understandings, negotiations, inducements, representations or conditions, whether oral or written, whether express or implied, with respect to such matters. The provisions, terms, conditions, and limitations set forth in this Contract can be modified, altered, or added to only by a subsequent written instrument signed by an authorized representative of Rockmount. Failure by Rockmount to enforce any of the provisions, terms, conditions and limitations of this Contract shall not constitute a waiver of those provisions, terms, conditions and limitations or a waiver of any other provisions, terms, conditions and limitations in this Contract, and the failure of Rockmount to exercise any right arising from default of Buyer or otherwise shall not constitute a waiver of that right or any other rights. No inconsistent course of dealing or course of performance between Rockmount and Buyer, or usage of trade or industry custom, if any, prior to, contemporaneous with or subsequent to the making of this Contract shall waive, vary serve to explain or serve to interpret any of the provisions, terms, conditions and limitations of this Contract.