TERMS AND CONDITIONS
All sales are made subject to Buyer’s payment of all applicable State, County,
City and Federal use sales and excise taxes. Any such tax may be billed to the
Buyer as part of the selling price, or may be separately billed at any time by
the Seller, if the Seller is required by any taxing authority to collect or pay
(b) Are F.O.B. Seller’s warehouse in
Lincolnwood, Illinois, unless otherwise specified.
(c) Buyer shall pay all transportation charges and any
additional charges for special packaging which the Buyer requests.
(d) Are conditioned upon Buyer’s immediate acceptance and
are subject to change without notice or withdrawal at any time. Protection
against change or amount of change is only as specifically stated herein.
2. SHIPPING SCHEDULE:
a) Subject to prior sale or confirmation by Seller at time of acceptance of order.
(b) Subject to unavoidable delays caused by strikes,
accidents or other causes beyond our control including but not limited to acts
and regulations by the Federal government.
(c) All shipping dates are approximate only and are subject
to delays as provided at (b) above.
3.Orders based on our quotation are
subject to acceptance upon sale confirmation according to the terms hereof
and/or acceptance by suppliers.
quotations are F.O.B. Seller’s warehouse, Lincolnwood, Illinois, unless otherwise specified.
Delivery of goods to a carrier by Seller or supplier (s), consigned by Buyer or
as a Buyer may direct, shall constitute transfer of title, ownership,
possession and property in and to the goods at such point of delivery, and such
carrier shall thereafter be deemed to be acting for Buyer and the goods shall
thereafter be at Buyer’s risk. In the case of goods sold on leases, contract or
other special arrangement, title shall be retained by Seller based upon terms
of that agreement.
Orders placed pursuant to this
quotation cannot be cancelled except with Seller’s consent. In the event of
such consent, Buyer shall promptly upon receipt pay to Seller as follows:
(a) Contract price for all goods which shall be been completed prior to receipt of
notice of cancellation.
(b) All actual costs made or incurred by Seller in connection with the uncompleted portion of the order plus normal profit of the total contract price as partial liquidated damages.
(c) Cancellation charges, if any, of Seller on account of its purchasing
commitments made under the order.
contract resulting from the acceptance of an order pursuant to this quotation
shall be governed by and construed according to the laws of the State of
terms of this quotation shall be accepted by the Buyer upon his issuance of a
purchase order. No terms or conditions set forth in any such purchase order
which are at variance with the terms and conditions of this quotation shall
constitute a part of this agreement except as provided under Paragraph 8
by Seller of a breach of any of the terms and conditions of this or any other
agreement with Buyer shall not be construed as a waiver of any other breach.
These terms and conditions, together with the provisions contained on the
reverse side hereof, constitute the entire agreement between Seller and Buyer
and such agreement shall not be modified or amended except by a writing
executed after the date hereof by an authorized officer of Seller. Seller shall
not be bound by any terms of the Buyer’s purchase order forms or documents
which attempt to impose conditions at variance with these terms and conditions.
for payment, unless otherwise provided on the reverse side hereof, are
one-third payment upon acceptance of order and the balance paid prior to
shipment. Any account unpaid after date due is subject to a service charge of
1.5 percent per month on the unpaid balance.
The Seller warrants that the title conveyed under the terms of this contract
shall be good and its transfer rightful; and that the goods shall be delivered
free from any security interestor other lien or encumbrance whatsoever.
All equipment offered, unless otherwise specified on the reverse side hereof,
is warranted for 30 days from date of shipment to be mechanically satisfactory.
In the event that within said 30 day period the equipment proves to be
unsatisfactory, it may be returned to Seller, freight prepaid, for a full
refund of the purchase price conditioned upon Seller receiving written notice
of Buyer’s intention to return the equipment within the said 30 day period and
actual return of the equipment within 10 days from the expiration of the 30 day
warranty period. Upon the expiration of
the 30 day warranty period without notice of return by Buyer, Buyer shall have
no further rights under this warranty and the goods shall be construed to be sold
(c) The Warranty
Printed Above Is The Only Warranty Applicable To This Purchase. All Other
Warranties, Express Or Implied, Including But Not Limited To, The Implied
Warranties Of Merchantability And Fitness For A Particular Purpose, Are
Limitation Of Liability. It Is Understood And Agreed That Seller’s Liability Whether In Contract, In Tort, Under Any Warranty, In Negligence Or Otherwise, Shall Not Exceed The Return Of The Amount Of The Purchase Price Paid By Buyer And Under No Circumstances Shall Seller Be Liable For Special, Indirect Or Consequential Damages. The Price Stated For The Equipment Is A Consideration In Limiting Seller’s Liability. No Action, Regardless Of Form, Arising Out Of The Transaction Under This Contract, May Be Brought By Buyer More Than One Year After The Cause Of Action Has Accrued.
agrees to indemnify, hold harmless and defend Seller from and against any and
all claims, demands, liabilities, costs or lawsuits arising out of or in any
way involving injury or accident occasioned by said equipment. Said agreement
includes, but is not limited to, the duty to indemnify, hold harmless and
defend Seller in any of the following situations: Claims involving or alleging
improper or negligent design, maintenance, construction, reconstruction,
repair, alteration or modification of the equipment by Seller, its agents or
employees; claims involving allegations of failure, negligent or otherwise, on
the part of the Seller to equip said equipment with safety devices or equipment
as required by Federal, state or local government statutes, rules or
regulations, or as is customary in the trade; and claims involving or alleging
negligence by Seller, either alone or jointly with Buyer or any other person,
firm or organization. Buyer specifically agrees to indemnify, hold harmless and
defend Seller from any and all claims alleging negligence on the part of Seller
and waives benefit of any law, rules or regulations contrary to, or in the
limitations of this Agreement. If the Seller, in the enforcement of any part of
this indemnity Agreement, shall incur necessary expenses or become obligated to
attorney’s fees or court costs, the Buyer agrees to reimburse the Seller for
such expenses. The covenants expressed herein shall be severable and the
invalidity, now or in the future, of any of the covenants recited herein, shall
not affect the validity of the remaining covenants.
Waiver by Seller of any breach of the terms and conditions
of this contract shall not be construed as a waiver of any other breach. These
terms and conditions, together with the provisions on the reverse side hereof,
constitute the entire agreement between the parties hereto and such agreement
shall not be modified or amended except by a writing executed after the date
hereof, by an authorized officer of the Seller.
13. WAIVER OF RIGHT TO JURY TRIAL/SUBMISSION TO JURISDICTION/DESIGNATION OF LAW AND FORUM:
In any action brought by Purchaser or any Successor or
Assignee of Purchaser, arising out of or related to this Contract, or the
equipment or goods sold hereunder, Buyer hereby waives its right to a trial
before a jury. The parties agree that the laws of the State of
Illinois shall control in construing this
Contract and in any such dispute and that all such actions brought arising out
of or related to this Contract shall be brought in a court of competent
jurisdiction located in Cook County, Illinois.
In the event Buyer files a petition in bankruptcy, is
adjudicated a bankrupt, a petition in bankruptcy is filed against Buyer, Buyer
becomes insolvent or makes an assignment for the benefit of creditors or other
arrangement pursuant to any bankruptcy law, discontinues business or a receiver
is appointed for Buyer, then in said event, at Seller’s election, Seller shall
have no obligation to deliver the equipment or other goods.