CONDITIONS OF SALE
Orders are accepted subject to the Conditions of Sale specified herein. Conditions contained on Purchasers’ order forms which are at variance with or additional to our own are not binding on us unless specifically accepted by an authorized representative in writing. Any such conditions so accepted will apply only to the particular order concerned except where we agree otherwise.
DESIGN AND INFORMATION
Drawings, sketches, technical information, and data submitted by the purchaser in connection with proposals or tenders, shall be treated as strictly confidential and all patent, copy and other rights involved are reserved.
Proposal drawings, technical information and data are submitted in the belief that they are suitable but are not to be treated as binding, and no guarantee or warranty is given in respect thereof.
The Purchaser warrants that any design or instruction furnished or given by him shall not be such as will cause us to infringe any letters patent, copyright design right/or trade mark (whether or not registered) in the execution of the other, and the Purchaser will indemnify us against all damages, penalties, costs and expenses whatsoever to which we may become liable as a result of work done in accordance with the Purchaser’s specifications which involves the infringement of any letters patent registered designs or trademarks.
All prices offered are based on current costs, including rates of exchange, wages and materials. If, pending receipt of the order, or during manufacture, any modification should take place in the cost of materials or in the rates of exchange or of payment to labor, whether by reason of statutory obligations or otherwise, the estimated or contract price shall be adjusted by such an amount as shall fairly represent the increased or decreased cost to us. This provision is also to apply to materials required for the carrying out of the contract, which are purchased from a sub-contractor. Prices published in price lists are subject to alteration at any time without notice.
Unless otherwise agreed in writing, any period for completion (or delivery) shall be calculated from the date of our written acceptance of the order or from the date of receipt by us of any necessary information and drawings to enable the work to be commenced, whichever is the later. We anticipate being able to complete (or deliver) within the stated time but no liability for compensation, damages or otherwise shall attach to us should this be exceeded. If we are delayed from delivering the goods due to any act or omission of the Purchaser, or if requested by the Purchaser, we may, without prejudice to any other remedy, suspend delivery to the Purchaser or wholly or partially cancel the contract.
Any extra expense incurred by us as a result of such act or omission or request shall be reimbursed by the Purchaser. Unless otherwise stipulated, we reserve the right to make over or under delivery of 10%. We shall be absolved from all liability or responsibility for any delay in performance hereunder resulting from unforeseen circumstances or causes beyond our control including, without limitation, strikes, labor trouble of any sort, war, riot, civil commotion or disturbance, fire, flood, acts of God, accident, shortage of manpower, shortage of fuel, power or raw materials, non-delivery, delay or nonperformance of the Seller’s suppliers or sub-contractors, failure or breakdown of necessary components, demands, restrictions or requests of governments or similar authorities, notwithstanding that any such cause exists, or is operative, at the date of this contract. Performance shall be deemed to be suspended during and extended for such time as any such circumstances or causes delay its execution. Whenever such circumstances or causes cease to exist, we will make, and the Purchaser shall accept, performance hereunder. As used in this clause “performance” shall include, without limitation, manufacture, delivery (of part or all of the products), warranty, repair or replacement, as applicable.
HOLD FOR RELEASE
We may accept orders placed on a hold-for-release basis. Prices are firm for 4 months from the original release date. All hold-for-release orders will be released for immediate shipment at 4 months from the originally requested ship date, which was relied upon to place the product into production, unless a written agreement and firm ship date are mutually agreed upon. All hold-for-release orders not shipped within 4 months from the original ship date will be subject to a maximum of 10% escalation to cover increased handling and warehousing costs.
Payment shall be made in US currency. Unless otherwise agreed, accounts are monthly and strictly net, and are due for payment thirty days after the date of invoice. Invoices may be submitted for all, or part of the products supplied, or to be supplied to the Purchaser. If delivery of performance of the contract, or part thereof, is delayed due to the Purchaser’s liability, neglect request or refusal, payment must be made immediately for all work done and material purchased at the date of the delay. We will also be entitled to suspend delivery and/or work in case of default in making any payment to us.
When payment of any of the Sellers’ invoices is overdue, the Sellers may suspend its performance of the contract to which the invoices relates and/or of any other contract then subsisting between the Sellers and the Buyer.
In the event of any collection or legal action being taken by the Sellers against the Buyer for breach of payment obligations hereunder, the Buyer shall be responsible for all costs and disbursements incurred by the Sellers on a full indemnity basis.
ACCEPTANCE of PRODUCTS
All goods on arrival at the Purchaser’s site shall be inspected by the Purchaser, and any damage or omission shall be notified within seven days to the Carrier and to us. The Purchaser shall undertake to sign carriage receipt notes for goods packed as “goods received un-examined”. Goods proved damaged at the time of delivery to Purchaser will be replaced or (at our option) put in order by us, except that we shall not be responsible where damage occurs in transit when cost of delivery is not included in contract price, or where Purchaser gives a clean receipt to carrier, or, having given a qualified receipt, fails within seven days from receipt of goods to give written particulars to us and carrier of alleged damage. In no case are we liable for loss of profits or other consequential damage of whatever nature. Should the Purchaser become a bankrupt, or enter into liquidation, or become subject to a winding-up order, or propose or enter into an arrangement with his creditors, we are to have the right to withhold future deliveries, and to terminate contract.
All warranties and conditions, whether as to fitness for a particular purpose, quality, merchantability or otherwise implied under any statute, or at common law in respect of the goods comprised in this quotation, are hereby expressly excluded, but in lieu thereof, and if full discharge of all liability, we agree to rectify, or (at our option), supply new, any part manufactured by us which is proved to be defective through faulty material or workmanship. No goods are to be returned to us at our expense without our prior written consent.
Orders accepted by us cannot be cancelled except with our written consent and then only upon terms that would indemnify us against loss (including loss of revenue, profits, or contracts).
TITLE TO GOODS
Title to the goods does not pass to the Purchaser until settlement in full of the purchase price. In the event of any default by the Purchaser in payment of the purchase price, we shall (without prejudice to any other rights) he entitled to repossess and /or resell the goods.
No allowance will be made by us for alterations (to the agreed order) made by the Purchaser, unless with our written consent.
In no event will we be responsible for incidental, consequential, or indirect damages of any sort. In no event will we be responsible for damages that exceed the amount paid to us for the subject goods. Any lawsuit arising out of or relating to this agreement will be filed within one year of the accrual of the cause of action.
GOVERNING LAW AND JURISDICTION
The contract shall for all purposes be governed and construed in accordance with the laws of the State of Illinois.