Conditions of Sale
SELLER’S TERMS TO GOVERN.
Only the terms and conditions stated herein shall be binding upon Seller and no modification whether in Buyer’s purchase order, shipping release forms of otherwise shall obligate Seller unless signed by Seller’s authorized representative. If the terms and conditions herein stated are not acceptable, Buyer must notify Seller immediately.
TERMS OF PAYMENT.
Unless otherwise agreed with the prior approval of Seller’s credit department, terms of payment are net cash 30 days from date of invoice. Interest will accrue on unpaid invoices outstanding more than thirty days at the rate of one and one-half percent (1 1/2%) per month or at an annual rate of eighteen percent (18%). No warranties, express or implied, will apply nor will any service, parts of service manuals be furnished until the Goods have been paid for in full. Seller reserves the right to require full or partial payment in advance of any shipment whenever in its judgment the financial condition of the Buyer does not justify continuance of shipment on the terms specified.
TAXES.
All estimates and invoices are exclusive of any taxes unless stated otherwise. Powrmatic customers are responsible for all sales, use, or similar transaction-based taxes (”Sales Tax”) on their purchases in addition to the estimate or invoice price stated. Powrmatic will collect Sales Tax in all jurisdictions where it is required to do so absent receipt of a valid exemption certificate from the requisite jurisdiction. Should Powrmatic be assessed Sales Tax on a customer transaction, the customer will reimburse Powrmatic for all such taxes paid within 30 days of notification.
DELIVERY.
Unless otherwise provided on the face hereof, the Goods will be
delivered F.O.B. at Seller’s factory. Where the prices specified herein provides for absorption by Seller of freight charges in whole or in part, Seller shall have the right to select or approve the means of transportation. If Buyer requires a means of transportation other than that selected by Seller, any extra cost incurred by reason of using such other means shall be paid by Buyer. Seller will deduct from its invoice price allowed freight charges and Buyer will promptly supply Seller with freight bills and other documents supporting such charges. No prepaid shipments may be made except with the prior written approval of Seller. Risk of loss to the Goods shall pass to Buyer upon delivery at the point of shipment. All claims for loss or damage in transit shall be entered and processed by Buyer.
DELAYS.
Seller shall not be responsible for any loss, liability or expense arising out of delays in delivery, or installation or out of its inability to make deliveries or otherwise to perform its obligations due to circumstances beyond its control, including but not limited to, acts of God, acts of Buyer, acts of civil or military priorities, fires, floods, epidemics, quarantine restrictions, war, riot, delays in transportation, car shortages, strikes, differences with workmen or other labor troubles or disputes and inability to obtain necessary labor, material or manufacturing facilities.
BUYER’S REMEDIES.
Seller will fulfill its warranty obligations set forth next below; or in lieu thereof and at its option, Seller may refund the purchase price applicable to non-conforming Goods. Buyer’s remedies for any cause of action arising out of the sale (whether in contract or for negligence) shall be limited as herein stated, and in no event shall Seller be liable for further loss, damage or expense (whether direct, foreseeable, consequential or special).
LIMITED WARRANTY.
Seller warrants the goods against defective workmanship and material for one year from date of factory shipment. In the fulfillment of its warranty, the sole obligation of Seller shall be to repair or replace, at its option, F.O.B. its factory, any part or parts which are returned F.O.B. its factory, shipping charges prepaid, and which after inspection by Seller are found to be defective. Notwithstanding the foregoing, Seller’s warranty obligations with respect to any items not manufactured by Seller shall not exceed the obligations undertaken by the manufacturer thereof under express warranty to the Seller. This express warranty is in lieu of all other warranties, express or implied. There are no warranties of fitness of the goods for any particular purpose.
CHANGES.
Seller reserves the right to make such changes in detail of design, construction and/or material furnished which in Seller’s judgment shall constitute an improvement. Any descriptive literature and/or drawings may be standard forms covering equipment and/or material of substantially similar type and character from which there may be variations. Buyer’s instructions to ship will constitute acceptance of any and all submittal data and approval of the Goods.
ERRORS.
All errors or omissions in proposals or confirmation of purchase orders, including but not limited to price increases may be corrected at any time before or after installations.
TERMINATION.
If this order is cancelled prior to the commencement of order fabrication by the Buyer, its representative or building owner, and if at the time of such cancellation submittal shop drawings have been requested and prepared, Buyer will pay Seller $2,000.00 as reimbursement for their preparation. If this order is cancelled after fabrication of the units has commenced following approval o submittal shop drawings or upon instructions of Buyer, its representative or building owner, Buyer will pay Seller within 30 days a cancellation charge equal to fifty percent (50%) of the purchase price. The foregoing are in addition to whatever other legal rights and remedies the Seller may be entitled upon cancellation of the order.
INSTALLATION.
Installation of the Goods is the sole responsibility of Buyer and its agent or contractor as the case may be. The inability of Buyer to take delivery or to have the Goods installed due to labor troubles or for any other reason shall not excuse Buyer from its obligations to pay for the Goods in accordance with agreed upon payment terms.
