Acceptance by (“Seller”) of Buyer’s order for equipment, parts or other goods (the “Order”) is contingent upon Buyer’s acceptance of these Standard Terms and Conditions. NO MODIFICATION OF THE STANDARD TERMS OR CONDITIONS IS BINDING ON SELLER UNLESS SIGNED BY AN AUTHORIZED REPRESENTATIVE OF SELLER. Any conflicting or additional terms or conditions set forth by Buyer in a Purchase Order or other written document are not binding on Seller and Seller hereby expressly objects to such conflicting or additional terms or conditions.
1.0 LIMITED WARRANTY. For a period of one year from the date of delivery of the equipment, parts or other goods (the “Goods”), Seller shall repair or replace any Goods found to be defective in workmanship. THE FOREGOING WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY AND REMEDY RELATED TO SUCH GOODS AND, EXCEPT AS EXPRESSLY SET FORTH ABOVE, SELLER MAKES NO WARRANTY OF ANY KIND WHATSOEVER AND DISCLAIMS ANY WARRANTIES IMPLIED BY LAW, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. Seller’s warranty shall not apply to normal wear and tear and alteration, misuse or abuse of the Goods.
2.0 Payment of Invoices. Buyer shall pay the invoice(s) for the Order within thirty (30) days of receipt. Any invoice not paid within thirty (30) days of receipt shall bear interest at the prime rate plus two points. In the event Seller is required to initiate legal proceedings to obtain payment of an invoice, Seller shall be entitled to recovery of all attorneys’ fees, expert fees, costs and expenses incurred by Seller in connection with such proceeding.
3.0 Transportation/Delivery. Buyer shall be responsible for transportation and delivery costs for the Goods. Seller’s delivery of the Goods shall be complete at the time the Goods are delivered to the initial carrier. Title to the Goods shall pass to Buyer at the time Seller delivers the Goods to the initial carrier. Seller shall not be responsible for insuring Goods for shipment unless requested in writing by Buyer. Costs of such insurance shall be Buyer’s responsibility.
4.0 Limitation of Liability. Seller shall not be liable to Buyer under any theory of recovery, whether based on contract, tort (including negligence of any kind), strict liability, warranty (express or implied), or otherwise for any amount in excess of the amount paid by Buyer to Seller for the Goods.
5.0 Consequential Damages Disclaimer. In no event shall Buyer be liable to Seller, its successors, heirs, assigns and transferees under any theory of recovery, whether based on contract, tort (including negligence of any kind), strict liability, warranty (express or implied), or otherwise for any indirect, special, incidental or consequential damages of any nature, including, but not limited to, loss of revenues or profits, loss of use, cost of capital or damage to personal property, by reason of anything done or omitted to be done by Seller under or in connection with the Order or otherwise, whether such act or omission constitutes a breach of the Order or results in another or different cause of action.
6.0 No Third-Party Beneficiary. Seller’s acceptance of the Order shall not create, impose or give rise to any duty owed by Seller to any person or entity other than Buyer. Nothing contained in the Order shall create a contractual relationship with or a cause of action in favor of a third party against Seller.
7.0 Cancellation of an Order. Buyer may cancel an Order prior to shipment of the Goods only with the written consent of Seller and upon payment of cancellation charges. Cancellation charges shall be the higher of 25% of the purchase price for the Order or the costs incurred by Seller in connection with the Order.
8.0 Time Limitation of Action by Buyer. No action by Buyer against Seller arising from or relating to the Goods shall be brought unless commenced within one year after the cause of action has accrued.
9.0 No Assignment/Binding on Successors. Buyer may not assign its rights in the Order in whole or in part to any person or entity without the express written approval of Seller. Buyer’s obligations to Seller in connection with the Order shall be binding upon and inure to the benefit of the Buyer’s successors.
10.0 Applicable Law. The rights and duties of Buyer and Seller shall be governed by and construed in accordance with the laws of the State of New York.
11.0 Arbitration. Buyer and Seller agree that all disputes, differences, or questions arising out of or relating to the Order shall be resolved solely by arbitration. The arbitration proceedings shall be governed by and decided in accordance with the rules of the American Arbitration Association or such other organization as agreed by the parties.
12.0 Use. The Purchaser is responsible for identifying one or more methods of machine guarding to protect the operator and other employees in the machine area from foreseeable hazards such as those created by point of operation, ingoing nip points, rotating parts, flying objects, etc. Guarding should be designed to meet or exceed OSHA standards.
If any original warning labels or instructions are missing or no longer legible, please contact the manufacturer for a replacement prior to use.
13.0 Entire Agreement. The Order and these Standard Terms and Conditions express the entire intent and understanding of Buyer and Seller and supersede all prior agreements, writings and negotiations with respect to the Order.