TERMS AND CONDITIONS OF SALE
PRICES: Published prices and quoted prices, unless otherwise specified, are subject to change without notice. Invoiced prices will be those in effect at time of shipment. All quotations and agreements, unless otherwise expressly stated, will be delivered F.O.B. point of manufacture.
DELIVERY: While we will endeavor to schedule your order for delivery in accordance with your instructions, we do not guarantee nor assume liability for failure to meet any scheduled delivery date. Deferred deliveries are subject to Seller’s approval and then only under terms that will reimburse Seller for any costs incurred in anticipation of production together with any resulting storage, handling or carrying charges.
INTERPRETATION: This writing is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any terms used in this Contract. Acceptance or acquiescence in a course of performance rendered under this Contract shall not be relevant to determine the meaning of this Contract even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code is used in this Contract, the definition contained in the Code is to control.
MODIFICATIONS: This Contract can be modified or rescinded only in writing signed by both parties or their duly authorized agents. It is further agreed that this Contract shall not be modified in any respect except in writing signed by the party against whom the modification is sought to be enforced.
PERFORMANCE: The Seller shall be excused if performance is delayed or rendered impossible by differences with workmen, strikes, work stoppages, car shortages, delays in transportation, inability to obtain labor or materials, and also by any cause beyond the reasonable control of the Seller, including, but not restricted to, acts of God, floods, fires, storms, acts of civil and military authorities, war and insurrections.
TERMS OF PAYMENT AND FAILURE TO PAY: If terms of payment stated in the order ore different from our quoted terms, the latter shall apply to the order. Purchaser shall make prompt payment of our invoices in accordance with quoted payment terms. Failure to make such payment or failure to make prompt payment on existing contract with us, shall entitle us to suspend delivery until all payments due are made or arrangements satisfactory to us are made, or to cancel any such contract. Such rights are not exclusive and are in addition to any other right or remedy we may have and the exercise shall not prejudice any claim for damages we may assert.
CANCELLATION: Special equipment is not subject to cancellation. Where a cancellation is request and is found practical to stop manufacture and appropriate charge will be made.
AUTHORITY OF SELLER’S AGENTS: No agent, employee or representative of the Seller has any authority to bind the Seller to any affirmation, representation or warranty concerning the goods sold under this Contract, and unless an affirmation, representation of warranty made by an agent, employee, or representative is specifically included within this written Contract, it shall not be enforceable by the Buyer.
ASSIGNMENT – DELEGATION: No right or interest in this Contract shall be assigned by the Buyer without the written permission of the Seller, and no delegation of any obligation owed, or of the performance of any obligation, by the Buyer shall be made without the written permission of the Seller. Any Attempted assignment or delegation shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph.
SELLER’S LIABILITY: Buyer’s remedies for breach of any warranties pertaining to all equipment manufactured by Seller shall be limited to replacement of any part shown to be defective within ninety (90) days form the date of shipment thereof, provided, however, that the Seller shall have received written notice of such defect within a period not to exceed ten (10) days before the expiration of the ninety (90) day warranty period set out above.
DISCLAIMER OR EXPRESS WARRANTIES: Seller warrants that the goods are as described in this Contract. No other express warranty is made in respect to the goods, except that the Seller warrants equipment manufactured by Seller against defective material and workmanship for a period of 1 year from date of shipment.
It is further agreed that any claims made within the warranty period for any equipment manufactured by Seller must be approved by Seller’s factory service organization prior to corrective action being taken. The Seller reserves the right to require the return of the equipment declared defective the Buyer, freight prepaid, for verification of the Buyer’s rejection. No equipment can be returned to the Seller without the express approval of Seller in writing. The Seller will supply Authorization Forms to the Buyer for this purpose. It is further agreed parts not manufactured by the Seller will carry only the warranty of the supplier of said parts and credits for defective material and workmanship in said parts will be in accordance with the underlying Company Policy of said supplier.
It is further agreed that the Buyer must inspect all shipments to determine if there was damage in transit or shipment and shall file a claim with the carrier accordingly. It is further agreed that the Seller assumes no liability whatsoever for failure of equipment due to normal usage and wear.
DISCLAIMER: SELLER MAKES NO OTHER WARRANTY OF ANY KIND WHATEVER, EXPRESS OR IMPLIED. ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY THE SELLER AND EXCLUDED FROM THIS AGREEMENT.
APPLICABLE LAW: This Contract shall be governed by the Uniform Commercial Code. Wherever the term “Uniform Commercial Code” is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the State of Illinois as effective and in force on the date of this Contract.
CONSEQUENTIAL DAMAGES: In no event shall Seller be liable for consequential damages arising out of a delay in or failure of delivery, defects in material and workmanship and/or failure of goods to conform to applicable specifications, drawings, blueprints, or samples as set forth or described herein, if any, or breach by Seller of any other term or obligation of Seller under the Contract.
SELLER TO PACKAGE GOODS: Seller will package goods in accordance with the instruction of the Buyer, provided instructions are furnished in sufficient time to permit Seller to complete the packaging before delivery. Buyer shall pay Seller the reasonable cost of packaging.
CHANGES IN DESIGN AND CONSTRUCTION: The Seller reserves the right to make changes in design or construction of the items covered by the Buyers’ order at any time or in any manner the Seller may consider necessary or advisable. The Seller shall not be obligated to furnish the Buyer with such changes on models previously delivered. Any items so changed which meet the Buyer’s specifications will be accepted by him as standard construction in fulfillment of his orders.
TOOLING: Charges for tools, dies, patterns and molds do not convey title to the Buyer to remove such tooling from the Seller’s plant nor to prevent their use for other customers. All tooling remains the property of the Seller.
CLERICAL ERRORS: We are not responsible for printer’s errors made in any of its publications and other forms of printed matter, or for any stenographic and clerical errors. All such errors are subject to correction.