Terms And Conditions
1 – Prices: Unless otherwise specified, the prices shown do not include any taxes or shipping charges.
2 – Quantity Pricing Prices quoted are consistent with quantity ordered and are computed separately for each product item. If an order is canceled, the unit price may be adjusted to the price applicable to the un-canceled quantity, if any.
3 – Taxes: In the absence of proper evidence of exemption supplied to us you will reimburse us for all taxes, excises or other charges which we may be required to pay to any government( national, state or local) upon, or measured by the production, storage, sale, transportation and/or use of the goods identified on the face hereof.
4 – Payment: Unless otherwise negotiated, Payment shall be made by the Buyer net 30 days from the invoice date of the items purchased hereunder. If Seller makes partial shipments, Seller will invoice separately for each shipment Seller reserves the right to require payment in advance or COD and otherwise change credit terms. If Buyer does not pay an invoice within 90 days, Seller may charge interest of 1.5% per month, but no more than the maximum allowed by law, until the invoice is paid. If Seller fails to demand full payment under the terms above, Seller will not have waived the right to do so later. Furthermore, that demand, if made, will not alter the obligation of Buyer regarding this order. Any claims by Buyer for omissions or shortages in a shipment shall be waived unless Seller receives notice, thereof within 30 days after Buyer’s receipt of shipment
5 – Delivery: Unless otherwise provided on the face hereof, delivery shall be made FOB Seller’s plant. Regardless of the method of delivery, however, risk of loss shall pass to Buyer upon Seller’s delivery to a carrier. Any delivery dates-shown are approximate only and Seller shall have no liability for any delays in delivery. Seller shall not be liable for any injury, loss or damage resulting from handling or the use of goods after such delivery. Regarding quantities. Seller reserves the right to ship plus or minus 10%.
6 – Examination Claims: Buyer should examine and test each shipment promptly upon arrival and before any part of the goods (except for reasonable test quantities) has been changed from its original condition. We will recognize no claims for any cause after the goods have been treated, processed or changed in any manner (except for reasonable test quantities). All claims of which Seller is not notified in writing within 90 days are waived.
7 – Unless otherwise indicated on Seller’s acknowledgment, Buyers inspection/examination of items shall be according to a
2.5AQL, ASQCZ1.4/MIL-STD-105E sampling plan, per IS033601-3, GRADE N for surface imperfections. Buyer understands that these standards allow for defective product and that there may be defective product within shipments.
8 – Returns: No claims will be recognized in regard to goods disposed of or returned without Seller’s written consent.
9 – Warranty: Subject to the provisions of numbered paragraph 7 of this terms and conditions sheet, Seller warrants that the items sold hereunder shall be reasonably free from defects in material or workmanship at the time of shipment to Buyer. THIS WARRANTY COMPRISES THE SOLE AND ENTIRE WARRANTY PERTAINING TO ITEMS PROVIDED HEREUNDER. SELLER MAKES NO OTHER WARRANTY, GUARANTEE OR REPRESENTATION OF ANY KIND WHATSOEVER ALL OTHER-WARRANTIES, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY AND FITNESS FOR PURPOSE, WHETHER EXPRESS, IMPLIED, OR ARISING BY OPERATION OF LAW, TRADE USAGE, OR COURSE OF DEALING ARE HEREBY DISCLAIMED.
10 – NOT WITHSTANDING THE FOREGOING, THERE ARE NO WARRANTIES WHATSOEVER ON ITEMS BUILT OR ACQUIRED WHOLLY OR PARTIALLY, TO BUYER’S DESIGNS OR SPECIFICATIONS. FURTHER, ANY MODIFICATION OR ALTERATION OF SELLER’S PRODUCTS NOT AUTHORIZED IN WRITING BY SELLER SHALL OPERATE TO IMMEDIATELY VOID THIS WARRANTY IN ALL RESPECTS AT WHICH TIME THE PRODUCTS ARE
DEEMED SOLD AS IS.
11 – Seller does not warrant or represent that the Seller’s products will be suitable for the Buyer’s requirements or will be suitable or safe for the Buyer’s installation or intended uses. This warranty shall not apply to any product which has been subjected to misuse or neglect, or has been damaged by accident or passage of time, or has been, made defective by improper installation, or by use in violation of instructions furnished by Seller, or by repairs or alteration by persons not expressly approved by Seller. In no event shall this warranty create any liability for loss damages or expenses directly or indirectly arising from the use of Seller’s products or from any inability to use them.
12 – The warranty period shall be for ninety days beginning the day such products are shipped to Buyer. If any defect covered by the warranty appears, the Buyer shall notify the Seller during the warranty period. No products shall be accepted for return or replacement without the prior written authorization of the Seller. On such authorization and according to the instructions of the Seller, products for which return or replacement was requested shall be returned to the Seller for examination with all shipping charges prepaid by the Buyer. Any defective product must be returned to Seller within ninety days after the date shipped. Replacements made under this warranty shall be shipped prepaid. No allowance shall be made for any changes by the Buyer, whether the products are to be repaired or replaced.
13 – Limitation of Remedy: SELLER’S LIABILITY ARISING FROM OR IN ANY WAY CONNECTED WITH THE ITEMS SOLD THIS CONTRACT SHALL BE LIMITED EXCLUSIVELY TO REPAIR OR REPLACEMENT OF, BUT NOT TO REMOVE OR INSTALL, THE ITEMS SOLD OR REFUND OF THE PURCHASE PRICE PAID BY BUYER, AT SELLER’S SOLE
OPTION. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO PROPERTY DAMAGE, PERSONAL INJURY, DAMAGE TO BUYER OR THIRD PARTIES, OR LOST PROFITS ARISING FROM OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR ITEMS SOLD HEREUNDER, WHETHER ALLEGED TO ARISE FROM BREACH OF CONTRACT, EXPRESS OR IMPLIED WARRANTY, OR IN TORT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE, FAILURE TO WARN OR STRICT LIABILITY.
14 – Technical Advice: Any technical advice furnished to Buyer before or after delivery in regard to the use of said goods which is furnished without charge, is furnished on the basis that it represents Seller’s best judgment under the circumstance but that it is used at Buyer’s sole risk.
15 – Force Majeure: Seller does not assume the risk of and shall not be liable for delay or failure to perform any of Seller’s obligations by reason of circumstances beyond the reasonable control of Seller (hereinafter ‘Events of Force Majeure’). Events of Force Majeure shall include without limitation, accidents, acts of God, strikes or labor disputes, acts, laws, rules or, regulations of any government or government agency, tires, floods, delays or failures in delivery of carriers or suppliers, shortages of materials and any other cause beyond Seller’s control.
16 – Entire Agreement/Governing Law: The terms and conditions set forth herein, together with any amendments, modifications and any different terms or conditions expressly, accepted by Seller in writing, shall constitute the entire Agreement concerning the items sold and there are no oral or other representations or agreements which pertain thereto. An order of products from Seller shall be effective only upon acceptance by Seller. This Agreement shall be governed in all respects by the law of the State of Illinois. No actions arising out of the sale of the items sold hereunder or this Agreement may be brought by either party more than two (2) years after the cause of the action accrues.
17 — Arbitration: Seller and Buyer agree to resolve all disputes arising out of or relating to this Agreement, or relating to their business relationship, through binding arbitration under the Rules of the American Arbitration Association. The venue for arbitration shall be in DuPage County, Illinois. A party shall commence arbitration by making a written demand for arbitration and serving it upon the other party, filing the demand for arbitration with the American Arbitration Association and paying all required filing fees. The arbitrator shall have the right to allocate the filing and other costs and disbursements in an equitable manner. The parties shall each pay their own attorneys’ fees.
18 – Termination or Modification of Purchase Orders: The contract may be modified or terminated upon the Seller’s written consent if all or part of the purchase order is canceled, the Buyer, in the absence of contrary written agreement with Seller, shall pay termination charges. These charges will be based upon expenses and costs incurred in the production of the goods to the date such termination is accepted by the Seller plus a reasonable profit. Any goods completed on or prior to Sellers acceptance of such termination shall be accepted and paid in full by Buyer.