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Terms & Conditions

INVOICE ORDER TERMS AND CONDITIONS

 

  1. Prices And Payment

 

    1. Payments are to be made in U.S funds. Unless otherwise specified all invoices are due before date of Shipment. PRICES INVOICED WILL BE THOSE IN EFFECT AT TIME OF SHIPMENT.



  1. Limitation Of Remedy And Liability

 

    1. Seller's liability. including that for breach of contract, negligence, strict liability in tort, or otherwise, for its products and Buyer's exclusive remedy is limited to the repair or replacement (but not installation) of parts found defective by Seller, f.o.b. Seller's factory if returned to the factory for inspection, transportation charges paid. However, if the product has been in use or possession of Buyer for a period in excess of 30 days, no cancellation or credit will be issued.

 

  1. Disclaimer

 

    1. SELLER EXPRESSLY DISCLAIMS ANY OBLIGATION OR LIABILITY FOR LABOR PERFORMED IN CONNECTION WITH INSTALLATION OF REPAIRED OR REPLACED PARTS OR FOR ANY OTHER EXPENSE, INJURY, LOSS OR DAMAGE TO PERSONS (INCLUDING DEATH) OR TO PROPERTY OR THINGS OF WHATSOEVER KIND OR NATURE, WHETHER DIRECT, INCIDENTAL OR CONSEQUENTIAL, INCLUDING BUT NOT LIMITED TO THOSE ARISING FROM LOSS OF PROFITS, PRODUCTION, INCREASED COST OF OPERATION, OR SPOILAGE OF MATERIAL ARISING IN CONNECTION WITH THE SALE OR USE OF, OR INABILITY TO USE, SELLER'S EQUIPMENT OR PRODUCTS FOR ANY PURPOSE, EXCEPT AS  HEREIN PROVIDED.

 

  1. Contingencies

 

    1. Seller shall not be liable to Buyer for any loss or damage suffered by Buyer directly or indirectly, as a result of Seller's failure to deliver or delay in delivering the equipment or failure to perform, or delay in performing, any other term or condition hereof, where such failure or delay is caused by fire, flood, natural disaster, labor trouble (including without limitation strike, slowdown and lockout), war, riot, civil disorder, embargo, government regulations or restrictions of any and all kinds, expropriation of plant by federal or state authority, interruption of or delay in transportation, power failure, inability to obtain materials and supplies, accident, explosion, act of God or other causes of like or different character beyond Seller's control and the time for delivery specified herein shall be extended during the continuance of such conditions and for a reasonable time thereafter.  

 

  1. Risk Of Loss

 

    1. The risk of loss or destruction of, or damages to, the product shall be on Buyer from delivery of the product to Buyer or carrier, whichever first occurs.

 

  1. Taxes

 

    1. Buyer shall pay the amount of any federal, state, county or municipalities, use compensating, intangibles, gross income or like tax applicable to this transaction which is now in effect or may hereafter become effective, but not including taxes payable upon Seller's net income  
    2. Orders shipped outside of the United States may be subject to import taxes, customs duties and fees levied by the destination country. The recipient (Buyer) of an international shipment may be subject to such import taxes, customs duties and fees, which are levied once a shipment reaches the recipient's (Buyer’s) country. Additional charges for customs clearance must be fulfilled by the recipient (Buyer).

 

  1. Returns

 

    1. No material will be accepted for credit when returned without written permission from Seller's home office.  All material accepted for credit is subject to Seller's normal restocking charge. No material will be accepted for credit after 30 days from date of shipment.  
    2. No material that was damaged upon delivery to Buyer or carrier will be eligible for return. Only items deemed defective on part of the Seller are eligible for credit.

 

  1. Special Products

 

    1. Products incorporating variations from catalog items are considered special or custom and are not subject to cancellation without charge.

 

  1. Patented Process

 

    1. The purchase of the product does not entitle Buyer to employ the same with any patented process owned by Sellers or others except where Buyer is expressly authorized to use such process.

 

  1. Patent Infringement

 

    1. Except in the case of articles, materials and designs furnished or sponsored by Buyer, Seller at its own expense, shall defend any suit brought against Buyer on the ground that use of the product for the intended purpose or purposes, as furnished by Seller infringes any United States patent in effect on the purchase date and shall pay the amount of any judgment that may be awarded against Buyer in any such suit provided and upon condition that Buyer shall have made all payments due under this Agreement and shall (a) promptly deliver to Seller all infringement notices and other papers received by or served upon Buyer, (b) permit Seller to take complete charge of the defense of such suit and compromise the same, if deemed advisable by Seller, and (c) assist in every reasonable way in the conduct of such defense.  In the event that Buyer shall be enjoined by a court of competent jurisdiction from which no appeal can be taken, from selling or using the product for the intended purpose or purposes on the ground that such sale or use of the product infringes any such United States patent, or it is established to Seller's satisfaction, upon due investigation, that sale or use of the product infringes any such United States patent, Seller at its option may either (a) procure for Buyer a license to sell and/or use the product, (b) modify the product so as to make it non-infringing without seriously impairing its performance, (c) replace the product with a product that is substantially equal but non-infringing, or (d) accept the return of the product from Buyer, in which event Seller shall refund to Buyer the purchase price less depreciation at the rate of 15 percent per year (measured from the date Seller shipped the product).  The foregoing sets forth Seller's entire liability to Buyer for patent infringement based on the possession, use or sale of the product by Buyer, it being understood and agreed that the aforesaid obligations of Seller do not extend to, and are not applicable in the case of any patent infringement claims directed to a method or a process. Buyer agrees to defend and indemnify Seller against any claims or liabilities for, or by reason of, any alleged patent infringement arising from the manufacture or sale of all or any part of the product which is manufactured in accordance with the specifications furnished by Buyer.

 

  1. Additional Charges

 

    1. If substitute or additional equipment, or repair parts, are purchased by Buyer from Seller, the terms and conditions of the contract created upon acceptance of this offer to terminate without Seller's consent or shall otherwise repudiate this contract, Buyer shall be liable to SelIer for all of Seller's costs and other commitments incurred to date of repudiation, plus Seller's incidental damages, plus the profit Seller would have made from full performance of this contract.