Condition of Sale
This proposal will be effective for 30 days from the date of this quotation unless otherwise changed in writing before that time.
Prices are F.O.B. Wellsville, Pennsylvania, and are subject to reasonable escalation should any excessive rise in either material or labor costs occur before shipment
All sales, use, excise or any other taxes, including duties, fees, etc. are the responsibility of the Purchaser, and will be paid directly by the Purchaser. The Purchaser will reimburse the Company for any of the above should it be required to make any payment in the course of manufacturing, shipping, erecting, or testing the equipment
ACCEPTANCE OF ORDERS
Orders based on this quotation are subject to acceptance only at our home office in Wellsville, Pennsylvania, by an executive officer of the Company, and become valid only upon written acknowledgment from the home office.
The equipment covered by this quotation conforms only to the codes, laws, and ordinances which are specifically mentioned in the Company’s specifications or in this quotation letter.
All drawings which may be furnished to the Purchaser by the Company shall remain the property of the Company, shall be used by the Purchaser only for operation and maintenance of the equipment, shall not be used for the building of the same or similar equipment or parts, and shall not, without the Company’s prior consent, be copied for or made available to any other party for any purpose.,
The Company reserves the right to make such improvements in the design or construction of the equipment which, in its judgement, will be in the best interest of the Purchaser. The Company will make any reasonable changes, additions to, or deletions from the equipment requested by the Purchaser and agreed to in writing. The Purchaser will accept additional charges for the changes requested by him.
Any material covered by this contract, which is found to be defective under normal operating conditions at the original site, as verified by an inspection authorized by the Company will be repaired or replaced by the Company free of charge, F.O.B. Wellsville, Pennsylvania. The warranty is effective for a period of one (1) year from the date of erection of the equipment or fifteen (15) months from the date of shipment from the Company’s plant whichever occurs first. Any warranty work or claim must first receive written approval by the Company’s home office in Wellsville, Pennsylvania. In no event will the Company be responsible for the expense of removing said material or reinstalling the new material.
Defective material is to be shipped to the Company’s plant at no cost to the Company. After a replacement is furnished, the defective material shall become the Company’s property, and subject to its disposition.
This guarantee does not cover defects caused by improper operation, faulty maintenance or erection. Purchaser negligence or Purchaser repairs, or changes made without written consent of the Company. In no event, shall the Company’s warranty of parts and materials not manufactured by it be greater than the warranty liability assumed by the supplier or manufacturer thereof.
Purchaser-furnished materials will not be warranted by the Company.
Equipment sold herein shall remain the property of the Company until entirely paid for by the Purchaser. The Purchaser agrees to perform all acts necessary to protect and assure retention of title for the Company.
LIMITATION OF DAMAGED
The Company shall not be liable in the event of any claims arising from special, indirect or consequential damages, nor for any loss of production or other losses resulting from the failure of equipment, or non-compliance with any law, acts, codes or ordinances.
Any materials supplied by the Purchaser, must be furnished to the Company at its plant in Wellsville, Pennsylvania, free of all costs and all risks to it, and in accordance with the requirements of its manufacturing schedule. If this is not complied with, the Company reserves the right to ship the equipment without this material, and any costs involved in the late installation of this material will then be the responsibility of the Purchaser.
Delivery dates are approximate and are based upon prompt receipt of all necessary information. The Company shall be entitled to an extension of time for the delivery of the equipment covered by this sale for any unavoidable delays, including but not limited to, strikes, accidents, fire, governmental orders or regulations, war, riots, vandalism, inability to procure outside material, inability to obtain railroad cars or transportation delays. Extensions shall apply to compensate for any delays caused by the Purchaser due to incomplete information, changes to the specifications or tardy approval of drawings. Partial shipments may be made at the Company’s option with sufficient notification to the Purchaser.
In the event that the Company is unable to proceed with manufacture and shipment of the order, either due to the request of the Purchaser or as a direct or indirect result of governmental action or regulation, the Company will stop all work as soon as reasonable possible. The resulting cancellation charge will be computed on the basis of the Company’s cost for all work in process, raw materials, supplies and commitments made by it in connection with the order, less any allowance that can be made for standard components and any purchased parts that are returnable, plus 15 percent of the Company’s cost to date of cancellation. In no event will the cancellation charge be less than 10 percent of the contract price of the order. The Company will, if practical, store all finished and unfinished items at the Purchaser’s expense and risk if so requested. Purchaser may reinstate the order at a later date, subject to mutual acceptance by the Company and the Purchaser of prices, terms and shipping schedule in effect at the time of such reinstatement.
Terms of payment are as specified herein. If delivery is delayed by the Purchaser, payment shall become due on the date when the Company is prepared to make shipment. In the event of any such delay, equipment shall be held at the Purchaser’s risk and expense. If Purchaser’s financial condition does not warrant continuance of work, the Company may require full or partial payment in advance.
In the event of the Purchaser’s bankruptcy or insolvency or in the event any proceeding is brought against the Purchaser, voluntarily or involuntarily, under the bankruptcy or insolvency laws, the Company shall be entitled to cancel any order outstanding and shall receive reimbursement for its proper cancellation charges. Interest will accrue at the rate of 1.8% per month on any unpaid balance from the date the payment is due until the payment is made.
The Purchaser shall have full access to the Company’s plant at mutually agreed upon times during manufacture of the equipment covered by this quotation for the purpose of inspecting the equipment. Such inspection is final and Purchaser-requested modifications after shipment from the plant are subject to additional charges to the Purchaser.
The equipment shall be tested as outlined in the specifications accompanying this quotation. Purchaser-operated tests are not valid unless the Company is notified of the test schedule and given the opportunity to be represented. No other tests shall be binding on the Company
Delivery of equipment to a carrier, consigned to the Purchaser or as he may direct, shall constitute transfer of title, ownership, possession and property in and to the equipment t such point of delivery, and such carrier shall thereafter be deemed to be acting for him, and the equipment shall thereafter be at his risk.
The Company will furnish a qualified Field Representative to assist in field erection of the equipment covered by this contract, if requested by the Purchaser. This service is available at additional cost unless otherwise state in this quotation and subject to the Conditions for Field Representative in accordance with the attached bulletin. The Company’s Field Representatives are not authorized to accept any back charges for the Company. Back charges are subject to acceptance in writing only at our home office in Wellsville, Pennsylvania.
In case shipment, either when the shipment is in manufacture or when complete and ready for shipment, is delayed by the Purchaser, the Company shall upon notice to Purchaser, have the right to place the equipment in storage for the Purchaser’s account and risk. All charges for such storage, including insurance if placed, shall be paid by Purchaser upon submission of invoices, therefore.
The holding of equipment in the Company’s plant, or placing in storage as above provided, shall be deemed equivalent to shipment for all purposes.
These conditions of Sale take precedence over any conditions contained in the Purchaser’s inquiry or specification unless otherwise stated in writing in this quotation.
This quotation comprises our entire proposal covering your requirements as we understand them. There are no verbal or other agreements in connection with this quotation. This agreement shall be deemed to have been made in the State of Pennsylvania, U.S.A., and shall in all respects be governed by and construed in accordance with the laws thereof.