Terms & Conditions
- 1. COMPLETE AGREEMENT: Acceptance of purchaser's
order is subject to the terms and conditions contained herein.
This document constitutes the full and final agreement of the
parties and is not to be modified or amended by any prior or contemporaneous
agreement, whether written or oral. No modification of this agreement
shall be in effect unless in writing signed by the parties, and
no modification shall be effected by the acknowledgment or acceptance
of purchase order forms containing different terms or conditions.
- 2. TERMS OF PAYMENT: Subject to your acceptance
of this proposal within ten (10) days from the date hereof, the
purchase price for the goods sold shall be as shown herein, F.O.B.,
our plant, unless otherwise agreed to in writing by the parties.
Purchaser's acceptance of this proposal, however, shall not result
in a contract of sale until approved by a duly authorized representative
of the Seller. The purchase price shall be payable in United States
currency in accordance with the terms outlined in this proposal.
All invoices rendered in accordance with the agreed terms which
are not paid within 30 days shall be subject to interest at the
rate of 1.5% per month from the date of the invoice until it is
paid. Installation and field service, not specifically covered
in the purchase price, will be furnished at our scheduled daily
rate, plus an additional charge for living expenses on the job
site, and for transportation to and from the installation; all
such charges shall be payable within 30 days after the services
are rendered.
- Warranties:
- A. Subject to the conditions in § 3.D. below, Seller
warrants to buyer that goods sold hereunder are free from
defects in design, material or workmanship for the period
indicated on the Seller's final, written offer.
- B. With respect to the parts sold separately under this
contract, the Seller hereby warrants such parts against any
and all mechanical defects for a period of 90 days from the
date of sale. No waiver, alteration or modification of the
foregoing warranty shall be valid, unless made in writing
and signed by a duly authorized employee of the Seller.
- C. Apart from the warranties set forth in this § 3,
which extend only to the Purchaser, THE SELLER MAKES
NO OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER WITH RESPECT
TO THE GOODS SOLD. IN NO EVENT SHALL THE SELLER BE RESPONSIBLE
FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, SHIPPING
COSTS, OR LOST PROFITS, RELATING TO THE GOODS, WHETHER ALLEGED
IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.
- The warranties set forth in part A above are subject to
the following conditions:
- The goods must have been transported, installed, operated,
and maintained properly. Failure to do so will void the
warranty.
- The defects were not, in the Seller's opinion, caused
by accident, misuse, abuse, neglect, deterioration due
to erosion, corrosion or by chemical action.
- The Purchaser notifies the Seller of the alleged defect
in writing, promptly after the Purchaser learns, or should
learn, of such defect.
- The warranty is limited to repair or replacement of
the defective part at Seller's sole option and discretion.
- The goods in question must be returned intact to the
Seller's plant, freight prepaid and securely packed to
avoid damage, for repair or replacement of the defective
part(s).
- Notwithstanding any other provision of these terms and
conditions, components or parts not manufactured by the
Seller are warranted only to the extent of the manufacturer's
original warranty.
- The warranty provided herein excludes wear parts.
- The warranty provided herein is null and void if Buyer
does not pay the contract price in full.
- E. Any description and/or specifications with respect to
items offered for sale are not warranted by the Seller to
be accurate or complete. The description is solely for the
purpose of offering the item for sale. The Seller shall not
be responsible for the consequences of the Purchaser's failure
to inspect the goods for any inaccuracies, insufficiencies
or omissions in such descriptions and/or specifications.
- F. The employees or representatives of the Seller are not
authorized to make any statements or representations as to
the quality, character, size, condition, quantity, etc., of
the items offered for sale inconsistent with these conditions
of sale or the terms on the front hereof. Any such statements
made will not be binding on the Seller or be grounds for any
subsequent claim.
- Delivery: Based on past experience, the Seller
expects to make final shipment in a reasonable amount of time
after the contract approval date or after receipt at the Seller's
office of approved drawings where required, whichever shall be
later. In the event delivery of the equipment is extended at your
request, (a) we may, at our option, require a progress payment
payable within thirty (30) days of invoice on the basis of the
above purchase price and the percentage of completion of the equipment
at the date of such extension, (b) any equipment held for you
shall be at your risk, and (c) The purchase price shall be adjusted
to our prices in effect at the time shipment of the equipment
is made.
- Cancellation: The Purchaser's acceptance of
this proposal creates a contract with the Seller which thereafter
can be terminated or cancelled only upon the Purchaser's written
request and the Seller's written consent thereto, subject to such
conditions as the Seller may reasonably require. Normally, and
in the absence of special circumstances, the Seller's consent
to such a cancellation will be contingent upon the Purchaser's
agreement to pay a cancellation charge equal to the cost of the
percentage of completion of the order (as estimated by the Seller)
or 25% of the list price of the equipment included in the order,
whichever is greater, plus any cancellation charges which may
be charged back to the Seller on items which the Seller may have
ordered to complete the Purchaser's order.
- Returned Material: Materials or equipment are
not to be returned to the Seller without first obtaining the written
permission of the Seller. All such returned material must be in
the same condition as it was when delivered. Materials and/or
equipment accepted by the Seller for credit are subject to a minimum
service charge of 25% plus all transportation charges. Materials
or equipment built to order are not subject to return for credit
under any circumstances. Any materials or equipment authorized
for return must be securely packed to reach the Seller without
damage.
- Indemnification:
- The Purchaser expressly agrees as a condition of its purchase
of the goods that it will indemnify and hold harmless the
Seller, its agents, servants and employees, from any and all
claims that may hereafter at any time be asserted by any subsequent
owner, purchaser or user of the goods or by any third party
arising from any purported defect(s) in the goods or by reason
of the use of the goods. Such indemnification shall include,
but not be limited to, attorneys' fees and/or legal expenses
relating to such claims. The Purchaser agrees to assume all
responsibility in connection with the goods upon delivery
thereof to the Purchaser or to a common carrier, whichever
occurs first.
- Except for claims covered by the express warranty set forth
above, the Purchaser shall indemnify and hold harmless the
Seller, its agents, servants and its employees, from and against
any and all losses, expenses, demands, and claims made against
the Seller, its agents, servants and its employees by the
Purchaser, any agent, servant or employee of the Purchaser,
any subsequent Purchaser, any agent, servant or employee of
a subsequent Purchaser, any lessor or lessee, or any other
person because of injury or illness or alleged injury or illness
(including death) or damage, actual or alleged, whether by
the sole negligence of the Seller, the concurrent negligence
of the Seller with the Purchaser, any agent, servant, or employee
of the Purchaser, any subsequent purchaser, any agent, servant
or employee of any subsequent purchaser, any lessor or lessee,
any agent, servant or employee of any lessor or lessee, or
any other person, arising out of, resulting from, or in any
way connected with, the operation, maintenance, possession,
use, transportation or disposition of the goods, including
that caused by hazardous chemicals or other hazardous materials
on or in them, or of the possession, operation, maintenance,
transportation, use or disposition of the goods by subsequent
purchasers, lessors, owners, lessees or any other person,
including that caused by hazardous chemicals or other hazardous
materials on or in the goods. Such indemnification includes,
but is not limited to, all attorney's fees and legal expenses
relating to such claims. The Purchaser agrees to defend at
its own expense any suit, action or cause of action brought
against the Seller, its agents, servants or employees based
on any such alleged injury, illness or damage, and to pay
all damages awarded therein.
- Force Majeure: Deliveries may be suspended
in case of act of God, war, sabotage, accidents, riots, fire,
explosion, flood, strike, lockout, injunction, inability to obtain
fuel, power, raw materials, labor, containers or transportation
facilities, breakage of machinery or apparatus, national defense
requirements, or any cause beyond the control of the Purchaser
preventing the shipment, acceptance, or consumption of a shipment
of goods. Such deliveries so suspended shall be cancelled without
liability, but the contract shall otherwise remain unaffected.
- Assignment: The Purchaser may not assign its
rights or delegate its performance in whole or in part hereunder
without the prior written consent of the Seller, and any attempted
assignment or delegation without such consent shall be void.
- Governing Law: The agreement between the parties
and all causes of action relating to it are governed and construed
by the law of the State of Illinois. The parties agree that venue
for any claim or controversy arising from or relating to this
agreement or performance or breach thereof shall be exclusively
laid and limited to the State Circuit of the Eighteenth Judicial
Circuit of Du Page County, Illinois.
- Taxes: All taxes relating to the goods and
their sale are the responsibility of the Purchaser, including
but not limited to sales taxes and personal property taxes. The
Purchaser shall indemnify the Seller against any and all claims
relating to the payment of such taxes. Such indemnification shall
include, but not be limited to, attorney's fees and other legal
expenses relating to such claims.
- DAMAGES: Seller's liability with respect to
Goods sold to Purchaser shall be limited to refunding payment
made or cancelling the invoice - whichever shall apply. In no
event shall Seller be liable for: incidental, special or consequential
damages, lost profits, or any expenses, including but not limited
to shipping cost.
- Severability: If any one or more of the terms
and conditions set forth herein is determined to be invalid or
unenforceable, such determination shall not affect the validity
or enforceability of the remaining terms and conditions. Waiver
by the Seller of a breach of any one of the terms and conditions
shall not be construed as a waiver of any other breach.
- . In the event any party institutes legal proceedings to enforce
their respective rights arising out of this agreement, the prevailing
party shall be entitled to the award of attorneys fees and court
costs, plus cost of executing, enforcing and/or collecting any
judgments at trial and appellate levels.
Copyright © 2008 by the AARON PROCESS EQUIPMENT
COMPANY
All Rights Reserved
INV-01-08-08
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Phone: 630-350-2200 Fax: 630-350-9047
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