Terms and Conditions of Sale
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1. CONTRACT TERMS. Only the terms and conditions set forth or incorporated herein shall be binding on Buyer and Seller. Acceptance of this Contract is expressly conditioned on acceptance of the terms and conditions contained herein and terms and conditions contained in any purchase order, or accompanying
payment for delivery of the equipment specified herein, which are different from or in addition to these Terms and Conditions of Sale shall not be binding on Seller, whether or not they would materially alter this Contract, and Seller hereby objects thereto. Buyer shall be deemed to have accepted these terms and conditions by placement of a purchase order hereafter or by any other conduct indicating acceptance.
2. PAYMENT. Payment for products sold hereunder shall be made in accordance with these terms. All invoices are due and payable thirty (30) days from date of invoice or as may otherwise be quoted and time is of the essence with respect to payment hereunder. Amounts that are outstanding more than sixty (60) days from the date of invoice shall bear an interest rate of two percent (2%) per month (twenty four percent (24%) annually) until fully paid, including any
interest payments thereon. Payment for the products furnished hereunder shall not be subject to offset or deduction by Buyer, unless such offset or deduction is expressly accepted by Seller. Any sums that have been deducted by Buyer in violation of this paragraph shall be considered overdue and are subject to the above interest charges.
3. PRICING. All quotations furnished hereunder and all prices for the products said hereunder will be billed at the Seller's prices in effect at the time of shipment and are subject to change without notice. All transportation charges are on the account of the Buyer unless otherwise previously agreed to. If rates of common and contract carriers are increased or decreased prior to shipment, prices of unshipped materials, goods or equipment which may have been ordered on a "delivered price" basis shall be increased accordingly.
4. CONFORMANCE, INSPECTION. The products furnished hereunder shall conform to Seller's standard manufacturing specifications, including any variations or classifications thereof. Seller reserves the right to change specifications at any time without incurring obligation for materials, goods and equipment previously and subsequently sold. The Buyer shall inspect the products immediately on the arrival
thereof, and shall within fourteen (14) days after arrival give written notice to the Seller of any matter by reason whereof it may allege that the products are not in accordance with the contract. If the Buyer shall fail to give such notice, the goods, materials and
equipment shall be deemed to be in all respects in accordance with the contract, and the Buyer shall be bound to accept and pay for the same in accordance with contract terms. All goods, materials and
equipment made to special specifications are deemed to be inspected and accepted before shipment is made, and may not be cancelled.
5. CHANGES. Changes to the design, specifications, delivery schedule or shipping instructions of the equipment may be made upon execution by the Buyer and acceptance in writing by Seller of a Change Order, stating their agreement on (i) change in the
specifications, designs, delivery schedule or shipping instructions for the equipment, (ii) an adjustment to the purchase price, or (iii) an adjustment in the Seller's period of performance. In the event Buyer has communicated changes to the Seller, Seller shall not be required to continue performance of the Contract and may cease work on the equipment until an acceptable change order has been issued by Buyer. This Contract may be cancelled by Buyer upon issuance of an executed Change Order and payment of reasonable cancellation charges which shall include all incurred costs on the completed work plus twenty five percent (25%) of the Contract Price.
6. DELIVERY. The scheduled dates for shipment are estimated based on production loading at the time of quotation and may be quoted as days or weeks after receipt of order. All delivery and installation dates are estimates only, and Seller shall not be liable for any
damages relating to failure to ship the products as of a date certain. If Seller is delayed at any time by the acts or omissions of the Buyer, its agents, subcontractors or
material suppliers, or by modifications of the Contract as specified in Section 5, or by causes beyond Seller's control including governmental acts, orders or regulations, strikes, civil disturbances or acts of God, then the period of performance shall automatically be extended by one day for each day in which Seller encountered such delay. Seller shall not be liable for any actual or consequential damages related to or arising out of said delay.
7. TRANSPORTATION. The products shall be shipped F.O.B. Seller's factory with freight routing at the discretion of the shipper unless otherwise quoted. Title and risks of loss shall pass upon delivery to
the carrier at the F.O.B. point. Buyer must make arrangements for the proper inspection of the equipment and subsequent claims (if any) for damage to the products against the shipping company.
Seller is not responsible for the condition of the equipment once they leave Seller's factory. Any shortage must be noted in detail on the Bill of Lading.
8. DEFAULT. If the Buyer fails to fulfill the terms of payment or if at any time the financial responsibility of the Buyer becomes impaired or unsatisfactory to the Seller, or, in the Seller's opinion, inadequate to meet to the obligations hereunder, the terms of credit may, at the Seller's option, be changed or withdrawn, and if withdrawn the Seller at its option may require cash or satisfactory security before making shipment or deliveries under this contract. Upon failure of the Buyer to pay any amount when due, the Seller may at its option, without prejudice to the other lawful remedies, suspend further shipments and deliveries under this agreement, and no forbearance, course of
dealings, or prior payments shall affect this right of the Seller.
9. TAXES, LAWS. Unless expressly stated in Seller's invoice, the Purchase Price for the products furnished hereunder exclude all applicable Federal, Provincial, or local laws, statutes, ordinances and building codes (laws). Seller shall not be responsible for compliance of the equipment to such laws, but shall promptly notify the Buyer of any discrepancies that come to the Seller's attention between the specifications and laws.
10. WARRANTY. Seller warrants the products provided hereunder in accordance with Seller's published express warranty. Products or the components thereof alleged to be defective must be returned freight prepaid to Seller for repair or replacement by Seller. No goods, equipment or materials may be returned without the prior written approval of the Seller. SELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE
PRODUCTS FURNISHED HEREUNDER AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
11. LIMITATIONS OF LIABILITY. The above warranty shall constitute the Buyer's exclusive remedy with respect to the products furnished hereunder. Buyer understands and acknowledges that Seller shall not be liable for any special, consequential, punitive or incidental damages of any kind and regardless of the legal theory or causes of action by which claims for such damages are advanced, whether or not Seller has been advised of the possibility of such damages.
12. MISCELLANEOUS. This Contract may not be modified except inwriting and signed by the parties' authorized representatives. Waiver of any of the provisions of the Contract shall not constitute a waiver
of any other provision, nor shall such waiver constitute a continuing waiver, unless otherwise specifically provided. The terms of this Contract shall be interpreted in accordance with the procedural and
its conflict of interest laws. It is agreed and understood that in no event will Seller be responsible for any field charges unless the same are approved in writing by Seller prior to their incurrence. It is agreed and understood that Seller is a supplier of goods, equipment and material, and that prices quoted do not include any installation or field service charges.
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