- FC A seller’s plant unless otherwise agreed in writing.
- Subject to change without notice at any time prior to acceptance of purchaser’s order by seller’s home office, as evidenced by seller’s formal acknowledgment.
- Firm upon seller’s acceptance of purchaser’s order as evidenced by seller’s written acknowledgment unless escalation terms are included in the terms of sale.
- Prices do not include sales, use, excise or similar taxes. Consequently, in addition to the prices specified, the amount of any present or future sales, use, excise or other similar tax applicable to the equipment shall be the responsibility of and paid by the purchaser; or in lieu thereof, the purchaser shall provide the seller with a tax-exemption certificate acceptable to the taxing authorities.
- Computed from the date of the seller’s acknowledgment of the order or, in the case of special items, from the date seller receives complete information necessary to proceed with design and manufacture.
- The shipping date is:
- Subject to any mandatory changes that may be caused by procedures or priorities which may be set by the U.S. Government or any state or local government or any of it’s agencies.
- Seller shall have no liability for loss or damage resulting from a delay in scheduled delivery caused by war, riots, strikes, labor disputes, fires, serious accidents, delays in the receipt of parts or materials from suppliers or subcontractors, design or engineering problems relating to the purchaser’s order, or any other circumstance beyond seller’s control.
- Under no circumstances shall seller have any liability whatsoever for loss of use for any indirect or consequential damages due to delay in scheduled delivery.
- When not supplied by seller, electrical equipment is to be purchased in accordance with seller’s detailed specifications and will be subject to an installation charge for mounting and wiring at seller’s factory.
- Wiring and protective conduit from purchaser’s power supply to the machine control is not included in the seller’s quotation. Protective conduit from the control to the machine is not included in seller’s quotation.
- Any product or part thereof covered by the seller’s quotation which, under normal operating conditions in the plant of the original purchaser thereof, proves defective in material or workmanship within six (6) months for electrical components or within one thousand forty (1040) hours of operation and within twelve (12) months for mechanical components or two thousand eighty (2080) hours of operation, whichever comes first, from the date of shipment from seller’s plant (as determined by an inspection by seller) will be repaired or replaced
free of charge, at seller’s sole discretion. Parts will be shipped FC A seller’s plant. All parts returned by the purchaser to the seller will be returned freight prepaid.
- The terms of this warranty do not in any way extend to any product or part thereof covered by the seller’s quotation which has a life, under normal usage, inherently shorter than three (3) months or one thousand forty (1040) hours of operation period indicated above.
- SAID WARRANTY IN RESPEC T TO REPLAC EMENT OF DEFEC TIVE PARTS AND ANY SUC H ADDITIONAL WARRANTY OR REPRESENTATION EXPRESSLY MADE A PART OF SELLER’S QUOTATION ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INC LUDING ANY IMPLIED WARRANTY OF MERC HANTABILITY.
- Under no circumstances shall seller, any subsidiary or any division thereof have any liability whatsoever for loss of use or for any indirect or consequential damages.
- The warranty shall be void should the purchaser fail to adhere to maintenance programs prescribed by the seller if replacement or spare parts not compatible with the machine are installed or if any alterations or repairs detrimental to the machine are performed.
- The warranty is limited to the first purchaser and is not transferable.
- No warranty shall apply in the event purchaser makes any change or modification to any part of the items ordered without the express written consent of seller.
- This warranty shall not extend to nor shall seller have any liability for any damaged product as a result of any claimed defect or malfunction of the items ordered.
Production Estimates and Performance
- All working drawings and other materials provided by the seller are for general informational purposes only and may or may not relate to purchaser’s order or other machines or equipment. Any specifications contained therein are not binding on seller except as expressly so stated in this form or other written form. Seller reserves the right to make, at any time, such changes in design or construction as shall, in the sole judgment of seller, constitute an improvement over former practice.
- Production data, where given, is based on the seller’s careful analysis and understanding of proper manufacturing practices, but is nonetheless an estimate only and is not guaranteed or warranted. In no event shall seller be responsible for performance figures supplied by seller’s suppliers or other cooperating parties. If the equipment is to subject to acceptance tests before shipment, rejection under this clause must take place prior to shipment.
- Following acceptance by seller, this order may not be canceled without the written consent of the seller.
- Seller shall have the absolute right to cancel and refuse to complete this order. (1.) If at any time all terms and conditions governing this order (including any requirement of progress payments) are not strictly complied with by the purchaser and/or (2.) if at any time the purchaser becomes bankrupt or insolvent.
- In the event of a request by the purchaser to stop work or to cancel the whole or any part of the order prior to delivery or if delivery has been made, upon return of the items canceled, the purchaser shall make payments to the seller as follows:
- Any and all work that can be completed within 30 days from the date of notification to stop work on account of cancellation shall be completed, shipped, and paid for in full.
- For work in process and any materials and supplies procured or for which definite commitments have been made by the seller in connection with the order, the purchaser shall pay to the seller the actual costs incurred by seller plus 40% of the total price of the items ordered, of which 20% represents seller’s overhead and 20% represents seller’s lost profits.
Are as per quotation submitted.
Acceptance of Orders
All orders must clearly state name and address of purchaser, shipping instructions, and all conditions, mechanical and otherwise, with which the manufacturer is expected to comply. The seller shall furnish written “order acknowledgment” which shall constitute the seller’s acceptance of the order under the terms and conditions specified in the “order acknowledgment”.
Delivery of items of any order to the carrier by seller consigned to purchaser, or as purchaser shall direct, shall constitute transfer of title, ownership, possession and property in and to such items at such point of delivery; such carrier shall thereafter be deemed to be acting for the purchaser and the said items thereafter shall be at purchaser’s risk; provided however, that seller reserves all right to stoppage in transit and to repossess said items, notwithstanding delivery to the carrier, until full payment of purchase price is made to seller. Upon transfer of title, purchaser shall obtain insurance for casualty, fire and other hazardous loss to the items ordered and product liability insurance for any claim by an employee, agent, or representative of purchaser or by a third party as a result of the use of the items ordered. Purchaser indemnifies and holds seller harmless from any and all claims by any employee, agent, or representative of the purchaser or by any third party, to the extent that such claims are caused by the purchaser or its agents, subcontractors, or affiliates.
Place of Contract
All orders are made subject to final acceptance by seller at one of its principal offices in the state of New York, USA. The plants of seller in the State of New York shall be the place of performance where title passes to the purchaser and payment becomes due. This agreement shall be a New York contract and shall be interpreted and administered for all purposes under the laws of New York.
In the event any payment is not made when due, then five days after written notice by seller to buyer the entire debt due from buyer to seller shall become due and payable. In the event buyer is late in making payment, then buyer shall also be liable to seller or a late charge equal to 1 1/2% per month of the balance due plus all collection costs, including reasonable attorneys fees and disbursements. Buyer and seller agree that the law of the State of New York shall govern any dispute between them and that jurisdiction and venue are vested in the courts of New York, including Federal Court in the United States District Court for the southern district of New York. In the event it becomes necessary for seller to commence a litigation, buyer agrees to accept service of process by certified or registered mail, return receipt requested, at the address set forth on the reverse side hereof.
The foregoing comprises seller’s and purchaser’s entire agreement. On any order placed pursuant hereto, the above provisions entirely supersede any prior oral or written correspondence, quotation or agreement. There are no agreements between seller and purchaser in respect of the product quoted herein except as set forth in writing and expressly made a part of this quotation. There shall be no modification to the foregoing except as entered into by writing signed by seller and purchaser. The designs and specifications of all products sold by seller are subject to change without notice and in the event of any such change, seller will have no obligation whatsoever to make similar changes in a product previously ordered by purchaser.
Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE HEREIN, IN NO EVENT SHALL SELLER’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID TO SELLER HEREUNDER OR US $1,000,000, WHICHEVER IS LESSER.