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Standard Terms &
Conditions of Sale
1. General
The Standard Terms and Conditions of Sale of Carotron, Inc. (hereinafter
called “Company”) are set forth as follows in order to give the Company
and the Purchaser a clear understanding thereof. No additional or different
terms and conditions of sale by the Company shall be binding upon the
Company unless they are expressly consented to by the Company in
writing. The acceptance by the Company of any order of the Purchaser is
expressly conditioned upon the Purchaser’s agreement to said Standard
Terms and Conditions. The acceptance or acknowledgement, written, oral,
by conduct or otherwise, by the Company of the Purchaser’s order shall
not constitute written consent by the Company to addition to or change in
said Standard Terms and Conditions.
2. Prices
Prices, discounts, allowances, services and commissions are subject to
change without notice. Prices shown on any Company published price list
and other published literature issued by the Company are not offers to sell
and are subject to express confirmation by written quotation and
acknowledgement. All orders of the Purchaser are subject to acceptance,
which shall not be effective unless made in writing by an authorized
Company representative at its office in Heath Springs, S.C. The Company
may refuse to accept any order for any reason whatsoever without
incurring any liability to the Purchaser. The Company reserves the right to
correct clerical and stenographic errors at any time.
3. Shipping dates
Quotation of a shipping date by the Company is based on conditions at
the date upon which the quotation is made. Any such shipping date is
subject to change occasioned by agreements entered into previous to the
Company’s acceptance of the Purchaser’s order, governmental priorities,
strikes, riots, fires, the elements, explosion, war, embargoes, epidemics,
quarantines, acts of God, labor troubles, delays of vendors or of
transportation, inability to obtain raw materials, containers or
transportation or manufacturing facilities or any other cause beyond the
reasonable control of the Company. In no event shall the Company be
liable for consequential damages for failure to meet any shipping date
resulting from any of the above causes or any other cause.
In the event of any delay in the Purchaser’s accepting shipment of
products or parts in accordance with scheduled shipping dates, which
delay has been requested by the Purchaser, or any such delay which has
been caused by lack of shipping instructions, the Company shall store all
products and parts involved at the Purchaser’s risk and expense and shall
invoice the Purchaser for the full contract price of such products and parts
on the date scheduled for shipment or on the date on which the same is
ready for delivery, whichever occurs later.
4. Warranty
The Company warrants to the Purchaser that products manufactured or
parts repaired by the Company, will be free, under normal use and
maintenance, from defects in material and workmanship for a period of
one (1) year after the shipment date from the Company’s factory to the
Purchaser. The Company makes no warranty concerning products
manufactured by other parties.
As the Purchaser’s sole and exclusive remedy under said warranty in
regard to such products and parts, including but not limited to remedy for
consequential damages, the Company will at its option, repair or replace
without charge any product manufactured or part repaired by it, which is
found to the Company’s satisfaction to be so defective; provided, however,
that (a) the product or part involved is returned to the Company at the
location designated by the Company, transportation charges prepaid by
the Purchaser; or (b) at the Company’s option the product or part will be
repaired or replaced in the Purchaser’s plant; and also provided that Cc)
the Company is notified of the defect within one (1) year after the
shipment date from the Company’s factory of the product or part so
involved.
The Company warrants to the Purchaser that any system engineered by it
and started up under the supervision of an authorized Company
representative will, if properly installed, operated and maintained, perform
in compliance with such system’s written specifications for a period of one
(1) year from the date of shipment of such system.
As the Purchaser’s sole and exclusive remedy under said warrant in
regard to such systems, including but not limited to remedy for
consequential damages, the Company will, at its option, cause, without
charges any such system to so perform, which system is found to the
Company’s satisfaction to have failed to so perform, or refund to the
Purchaser the purchase price paid by the Purchaser to the Company in
regard thereto; provided, however, that (a) Company and its represen-
tatives are permitted to inspect and work upon the system involved during
reasonable hours, and (b) the Company is notified of the failure within one
(1) year after date of shipment of the system so involved.
The warranties hereunder of the Company specifically exclude and do not
apply to the following:
a. Products and parts damaged or abused in shipment without
fault of the Company.
b. Defects and failures due to operation, either intentional or
otherwise, (l) above or beyond rated capacities, (2) in connection
with equipment not recommended by the Company, or (3) in an
otherwise improper manner.
c. Defects and failures due to misapplication, abuse, improper
installation or abnormal conditions of temperature, humidity,
abrasives, dirt or corrosive matter.
d. Products, parts and systems which have been in any way
tampered with or altered by any party other than an authorized
Company representative.
e. Products, parts and systems designed by the Purchaser.
f. Any party other than the Purchaser.
The Company makes no other warranties or representation, expressed or
implied, of merchantability and of fitness for a particular purpose, in regard
to products manufactured, parts repaired and systems engineered by it.
5. Terms of payment
Standard terms of payment are net thirty (30) days from date of the
Company invoice. For invoice purposed, delivery shall be deemed to be
complete at the time the products, parts and systems are shipped from the
Company and shall not be conditioned upon the start up thereof. Amounts
past due are subject to a service charge of 1.5% per month or fraction
thereof.
6. Order cancellation
Any cancellation by the Purchaser of any order or contract between the
Company and the Purchaser must be made in writing and receive written
approval of an authorized Company representative at its office in Heath
Springs, S.C. In the event of any cancellation of an order by either party,
the Purchaser shall pay to the Company the reasonable costs, expenses,
damages and loss of profit of the Company incurred there by, including
but not limited to engineering expenses and expenses caused by
commitments to the suppliers of the Company’s subcontractors, as
determined by the Company.
7. Changes
The Purchaser may, from time to time, but only with the written consent of
an authorized Company representative, make a change in specifications
to products, parts or systems covered by a purchase order accepted by
the company. In the event of any such changes, the Company shall be
entitled to revise its price and delivery schedule under such order.
8. Returned material
If the Purchaser desires to return any product or part, written authorization
thereof must first be obtained from the Company which will advise the
Purchaser of the credit to be allowed and restocking charges to be paid in
regard to such return. No product or part shall be returned to the Company
without a ”RETURNTAG” attached thereon which has been issued by the
Company.
9. Packing
Published prices and quotations include the Company’s standard packing
for domestic shipment. Additional expenses for special packing or
overseas shipments shall be paid by the Purchaser. If the Purchaser does
not specify packing or accepts parts unpacked, no allowance will be made
to the Purchaser in lieu of packing.
10. Standard transportation policy
Unless expressly provided in writing to the contrary, products, parts and
systems are sold f.o.b. first point of shipment. Partial shipments shall be
permitted, and the Company may invoice each shipment separately.
Claims for non-delivery of products, parts and systems, and for damages
thereto must be filed with the carrier by the Purchaser. The Company’s
responsibility therefor shall cease when the carrier signs for and accepts
the shipment.
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