This is a quotation and it is submitted subject to the 'TERMS AND CONDITIONS OF SALE' which follow, and which, upon issuance of our invoice or upon acceptance of your purchase order, will be part of the sale agreement. Any purchase order submitted will be accepted only upon such terms, which will in all events be controlling. All quotations are made for immediate acceptance for equipment or machinery "as is" and are offered subject to withdrawal, change and prior sale without notice."
1. PAYMENT. Terms of payment are net cash prior to shipment in United States Dollars, unless otherwise stated on the front of this form.
2. TAXES. Prices are stated in United States Dollars and do not include any federal, state or local taxes, which are in addition to the purchase price and must be paid by the Purchaser. Any and all foreign duties and taxes are the responsibility of the Purchaser. Unless Purchaser furnishes seller with a tax exemption certificate, any sales, use, excise, or other similar taxes where applicable shall be added to the quoted purchase price and invoiced by Seller to Purchaser.
3. FREIGHT AND INSURANCE. All freight and insurance charges are the responsibility of the Purchaser unless otherwise agreed to between Seller and Purchaser.
4. DELIVERY. Unless otherwise stated on the front of this form, the purchase price is FOB place of shipment and excludes skidding or crating for shipment.
5. INSPECTION. The Purchaser shall have the right to inspect the equipment during normal business hours at its location prior to time of shipment.
6. NO WARRANTY. THE EQUIPMENT OR MERCHANDISE SOLD BY SELLER HEREUNDER IS SOLD AS IS AND WITHOUT WARRANTY. SELLER NEITHER MAKES NOR ASSUMES ANY LIABILITY UNDER ANY WARRANTY, WHETHER STATUTORY, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SELLER DOES NOT WARRANT THAT SUCH EQUIPMENT OR MERCHANDISE CONFORMS WITH ANY PLANS OR SPECIFICATIONS OF PURCHASER OR OTHERS OR MEETS ANY REQUIREMENTS OF ANY FEDERAL, STATE OR LOCAL LAWS, REGULATIONS OR ORDINANCES PERTAINING TO SAFETY OR INSURANCE REQUIREMENTS.
7. PURCHASER'S RESPONSIBILITY AND INDEMNITY. It shall be Purchaser's responsibility to ensure that any equipment purchased from Seller is installed and operated in a proper and safe manner. Purchaser also acknowledges that it may have to install or change guards, safeties, warnings or other components to ensure that the machine will conform to all laws, regulations, ordinances, codes, insurance requirements and industry standards. Purchaser agrees to defend, indemnify and hold harmless Seller from and against all suits, claims, costs and expenses, including reasonable attorneys fees, for personal injury, death or property damage arising from the purchase, ownership or use by Purchaser, Purchaser's agents, employees or independent contractors of the equipment purchased.
8. NON-LIABILITY OF SELLER. Seller shall not be liable for its failure to perform hereunder due to any contingency beyond its reasonable control, including acts of God, fines, floods, wars, sabotage, accidents, labor disputes or shortages, government laws, regulations, ordinances or codes, inability to obtain material, material equipment or transportation, and any similar or different contingencies. In no event, whether as a result of breach of contract or warranty or tort (including negligence), will Seller be liable for any incidental or consequential damages including, but not limited to, damages for loss of revenue, loss of capital, claims of customers for service interruptions, or failure of supply, and costs and expenses incurred in connection with labor, overhead, transportation, installation or removal of products or substitute facilities or supply sources.
9. MODIFICATIONS. Purchaser acknowledges that these are the only terms and conditions of sale and are intended by the parties as a complete and exclusive statement of the terms of their agreement and supersedes all prior agreements, written or oral, and upon issuance of Seller's invoice or acknowledgment will become part of that invoice or acknowledgment. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term. Acceptance or acquiescence in a course of performance rendered shall not be relevant to determine the meaning of any agreement with Seller 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 herein, the definition contained in the Code shall control. Any variation from the terms hereof contained in Purchaser's acceptance is hereby rejected. The Agreement of which these terms are a part can be modified or rescinded only by a writing signed by both parties or their duly authorized agents.
10. CONSTRUCTION. These terms and conditions of sale and any agreement, of which they are a part, shall be construed in accordance with the laws of the State of Michigan.
11. QUOTATIONS. All quotations are made for immediate acceptance and are subject to withdrawal, change or prior sale without notice.
12. LIMITATIONS OF REMEDIES. NO CLAIM OF ANY KIND SHALL BE GREATER IN AMOUNT THAN THE PURCHASE PRICE OF THE MERCHANDISE IN RESPECT OF WHICH SUCH DAMAGES ARE CLAIMED, AND FAILURE TO GIVE NOTICE OF CLAIM WITHIN THIRTY (30) DAYS FROM THE DATE OF DELIVERY OR THE DATE FIXED FOR DELIVERY (IN THE CASE OF NONDELIVERY), SHALL CONSTITUTE A WAIVER BY BUYER OF ALL CLAIMS IN RESPECT OF SUCH MERCHANDISE. THE REMEDY HEREBY PROVIDED SHALL BE THE EXCLUSIVE AND SOLE REMEDY OF BUYER. ANY RIGHT TO CONSEQUENTIAL AND INCIDENTAL DAMAGES IS EXCLUDED.
|
