ACCEPTANCE: All quotations and proposals covering Seller's products are made and all contracts or purchase orders for said products are accepted under the strict limitation that these General Conditions of Sale shall govern. Any provision in Buyer's purchase order or other documents issued by Buyer which conflicts with or is in addition to these General Conditions of Sale are rejected hereby unless expressly accepted by Seller in writing.
PRICES: Prices do not include any federal, state, county, local, or other taxes, or costs of special packaging and insurance. These charges, when applicable, shall be paid by Buyer. However, Buyer may provide Seller with an appropriate tax exemption certificate acceptable to the taxing authorities. Unless requested by Buyer, Seller shall have no obligation to obtain insurance for Buyer.
PAYMENT: All orders are subject for 100% prepayment. The invoiced amount shall not be subject to offsets for any claims by Buyer against Seller, including any claims for products returned by Buyer for repair or correction of defects. If Buyer delays shipments, the payment due date will be based on the date Seller is prepared to make shipment. Products held for Buyer shall be held at the expense of Buyer.
CANCELLATION: Buyer may cancel all or any of the products purchased by written notice to Seller received prior to thirty (30) days before shipment. Buyer agrees to pay for completed products (including profit thereon) and any direct or indirect costs or expenses incurred by Seller as a result of cancellation, including a restocking charge of 20% of the purchase order price. Seller reserves the right to complete and ship products canceled within thirty (30) days of scheduled shipment and shall be entitled to the full purchase order price. Return freight charges will be for the Buyer's account.
WARRANTY: Seller warrants to the original Buyer that new products (including spares and replacement components) will be free from defects in material and workmanship for a period of twelve months from shipment, or 2000 hours of use, whichever occurs first. Refurbished or pre-owned products (including spares and replacement components) will be free from defects in material and workmanship for a period of ninety (90) days from date of shipment. Service performed by Seller or its authorized representatives will be covered under workmanship warranty for a period of ninety (90) days from the date of service. In the event of noncompliance with this warranty, Sellers sole liability will, at its option, modify, adjust, repair or replace the product or re-perform the services.
The above warranty does not extend and shall not apply to defects attributed to:
i.accident, neglect, abuse, or misuse;
ii. any improper or unauthorized maintenance, overhaul, installation, storage, operation or use;
iii. any alteration, modification, or repair by anyone other than Seller or its authorized representatives;
iv. products incurring normal wear and tear or accelerated wear and tear due to use of abrasive materials
A Return Material Authorization (RMA) must be obtained from Seller prior to the return of defective products. Buyer is responsible for prepaying shipping and insurance charges. Buyer will be invoiced for replacement parts at full value if defective products are not returned within 45 days of RMA issuance.
SELLER AND BUYER AGREE THAT, IN CONSIDERATION OF THE ABOVE EXPRESS WARRANTY AND ANY PERFORMANCE GUARANTEE(S) SPECIFICALLY SET FORTH IN SELLER’S QUOTATION/ PROPOSAL, ALL OTHER WARRANTIES AND GUARANTEE(S), OTHER THAN TITLE, EITHER EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED FROM THE CONTRACT.
DELIVERY: Delivery dates furnished by Seller represent the best estimates of the time to make shipment. Seller shall not be in default nor liable for any expense, loss or damage occasioned by a delay in performance due to causes beyond its control, including but not limited to labor disputes, floods, fire, transportation delays, inability to obtain materials, or manufacturing equipment breakdown.
LIMITATION OF LIABILITY: Seller shall not be liable, whether arising under contract, tort (including negligence), strict liability, or otherwise, loss of anticipated profits, loss by reason of plant shutdown, non-operation or increased expense of operation, cost of money, loss of use of equipment, capital or revenue, or for any economic or consequential loss or damage. Seller’s maximum liability whether arising from breach of contract, tort (including negligence), strict liability, breach of warranty or otherwise shall not exceed the purchase order price.
PROPRIETARY INFORMATION: Buyer agrees that any data, such as Seller's specifications, drawings, software and information (including, without limitation, designs, reports, software documentation, manuals, models, process information and the like), revealed by Seller to Buyer and containing proprietary information marked or identified as proprietary, shall be kept in confidence by Buyer with at least the same care and safeguards as are applied to Buyer's own proprietary information. Such data shall not be duplicated, disclosed to others, or used without the written permission of Seller. These obligations shall not apply to any information that is in or comes into the public domain without violation of this agreement; or is received lawfully by Buyer from a third party subsequent to this agreement; or is developed by Buyer independently and without benefit of information received from Seller. The restrictions and obligations relating to Seller's proprietary information shall expire seven
PATENT INDEMNITY: The Seller agrees to indemnify Buyer from and against all claims, demands and suits based on allegations that the product designed and manufactured by Seller constitutes an infringement of any patent, if the Seller is notified promptly of the assertion of any such allegation, and if the Seller is given authority to defend the same and reasonable information and assistance for the defense of the same. Upon notification of an infringement claim, the Seller reserves the right to do any of the following, at no cost to the Buyer.
(a)Procure for the Buyer the right to continue using the equipment; or (b)Replace the same with non-infringing equipment; or
(c)Modify the equipment so that it becomes non-infringing.
Seller does not assume liability for the infringement of any method and/or process patent or for infringement of any patent covering articles manufactured or produced in whole or in part with Seller’s products made in accordance with Buyer’s design. In addition, Seller does not agree to indemnify Buyer, nor does it assume any liability for the infringement of any patent.
PACKAGING AND SHIPMENT: Seller's products will be packaged in accordance with standard commercial practices for domestic and international shipments. Buyer will pay all shipping charges. In the absence of specific instructions, Seller will select the carrier.
TITLE AND RISK OF LOSS: Risk of loss or damage to the Equipment shall pass according to freight terms agree upon by buyer and seller. Seller retains a security interest in the Equipment until the purchase price is paid. For all C.O.D. shipments, title and risk of loss shall remain with Seller until delivery to Buyer.
GOVERNING LAW: In the event the sale of products to Buyer is subject to the United Nations Convention on Contracts for the International Sale of Goods ("CISG"), the CISG will apply provided however these Terms and Conditions of Sale will prevail over any conflicting provisions of the CISG. In the event the CISG does not apply, the contract for the sale and purchase of Seller’s product shall be construed under and governed by the law of the State of New Jersey.
COMPLETE AGREEMENT: The Conditions of Sale is the complete, final and exclusive statement of the agreement between Buyer and Seller. Any prior or contemporaneous agreements, understandings and representations, whether oral or written, are merged herein. These General Conditions of Sale shall not be varied, supplemented, qualified, or interpreted by any prior course of dealings between the parties or by custom or usage of trade. No modifications or additions to said contract will be binding upon Seller unless in writing and signed by an authorized representative of Seller.