Terms and Conditions of Sale
If any or all products are not delivered when ready due to the request of Buyer, Seller reserves the right to invoice Buyer at any time thereafter and to place such products in storage. In such event, (1) Seller’s delivery obligations will be deemed fulfilled and title and all risk of loss or damage will thereupon pass to Buyer (2) any amount otherwise payable to Seller upon delivery will be due and payable upon presentation of Seller’s invoices and its certification as to such cause, and (3) all expenses incurred by Seller such as for preparation and placement into storage, handling, inspection, preservation, and insurance will be due and payable by Buyer upon submission of Seller’s invoice.
If Buyer wishes to pick up products from Seller’s designated manufacturing facility, such pickup must be made within three (3) working days after Buyer has received notice from Seller that such Products are ready to be picked up. If Buyer fails to pick up the products within the three (3) day period after receiving the notice from Seller, Seller may deliver the products to Buyer at Buyer’s expense.
Customer is responsible to specify purchase of additional insurance up to the value of the shipment. In the absence of additional insurance and in the even of any damaged or lost shipment customer will be held responsible for the balance of the invoice.
4. SPECIAL TOOLING, DRAWINGS
5. RISK OF LOSS AND TITLE
For non-expert sales, risk of loss and title to products will pass to Buyer upon delivery of the products to a common carrier at the Seller’s factory. Buyer will pay, or reimburse Seller for, all freight and in transit insurance costs from time of delivery.
For export sales, Seller reserves the right to request that the Buyer agree that title to, beneficial ownership of, right of possession to, risk of loss on, and all property rights in products will remain with Seller and pass to Buyer at the port of entry of the ultimate country of destination (but prior to unloading or customs inspection at such port) specified on Buyer’s order and/or declared as a country of ultimate destination on Seller’s invoices.
Whether to, or to the order of, the Buyer or its agent, will in any way limit or modify the rights of Seller, as the owner of the products, to have control over and the right to possession of the products until the title thereto passes to Buyer as provided for above. The term “Free on Board” (F.O.B.) or other commercial abbreviations, if used on any documents related to the transaction contemplated herein, will not be deemed to relate to the time when or the place where the ownership of and responsibility for the products is transferred from Seller to Buyer. Until payment is received in full, Seller is granted and will retain a security interest in the Products, including any additions to or replacements thereof, and Buyer authorizes Seller to file a financing statement to perfect Seller’s security interest under the applicable filing provisions of the Uniform Commercial Code. Buyer will execute and deliver to Seller any documents and instruments, and perform all other acts that Seller deems necessary or advisable to maintain, protect, continue and perfect the security interest created. Buyer expressly authorizes Seller to execute and file any of the documents on Buyer’s behalf and hereby designates Seller its attorney-in-fact for such limited purpose.
6. FORCE MAJEURE
The prices and quantities are set forth in the attached acknowledgement, quotation or invoice of Seller. The price is payable on the terms set forth herein without deduction, setoffs, counterclaims, back charges, or any charges or claims of whatsoever nature by Buyer, and the obligations of Buyer to Seller will remain unimpaired regardless of disputes which may arise between Buyer, Seller and/or third parties. Unless Buyer and Seller otherwise agree in writing to terms other than those specified herein, payment will be made in U.S. Dollars to Sugar River Machine, 667 Progressive Lane, South Beloit, IL 61080 as follows:
- On orders by shipment to countries other than the U.S.A., payment on all sales will be made through credit card, wire transfer or the medium of a Letter of Credit, to be established by the Buyer (at its expense including any bank confirmation charges to a U.S. bank as directed by the Seller). All Letters of Credit will be in favor of and acceptable to Seller, will be maintained in sufficient amounts for the period necessary to meet all payment obligations, will be irrevocable and issued, or confirmed, by Seller’s bank satisfactory to Seller within fifteen (15) days after acceptance of any order, will permit partial deliveries and will provide for pro•rata payments upon presentation of Seller’s invoices and Seller’s certificate of delivery F.O.B. Seller’s factory, or of delivery into storage with certification of cause therefore, and for payment of any termination charges.
- Unless otherwise agreed to in writing by Seller, payment will be made within thirty (30) days of the actual date of Seller’s invoice(s). Interest rate fee of 1.5% per month will be charged on any balance after due date.
- If Buyer fails to fulfill any condition of the Sale, Seller may suspend performance and any costs incurred by Seller as a result thereof will be paid by Buyer. If such nonfulfillment is not rectified by Buyer promptly upon notice, thereof, Seller may terminate performance and Buyer will pay Seller for its termination charges upon submission of Seller’s invoices
Buyer acknowledges that ten (10) days provides Buyer with a reasonable amount of time to inspect the Articles. Therefore, the Articles shall be subject to final inspection and acceptance by Buyer within ten (10) days after receipt by Buyer and all expenses in connection with such inspection shall be borne solely by Buyer. Buyer’s failure to inspect within said time shall constitute a waiver of Buyer’s rights of inspection and rejection. Upon inspection of the Articles within said ten (10) days, Buyer shall immediately notify Seller in writing as to any Articles that Buyer intends to reject and particularize in detail all defects therein. If upon inspection, Buyer fails to immediately notify Seller as to which Articles it intends to reject, such failure to notify shall be deemed an acceptance of the Articles by Buyer. Upon Seller’s receipt from Buyer of a timely notice to reject, Seller may, at its option, cure within a reasonable amount of time. Any article property rejected by Buyer shall be returned to Seller upon written approval of Seller and at Buyer’s risk and expense plus applicable transportation charges. All Articles not properly rejected hereunder shall be deemed conforming.
9. RETURN POLICY
10. CANCELLATION/CHANGE ORDERS
11. LIMITATIONS OF LIABILITY
Buyer will indemnify, defend and hold harmless Seller from and against any liability, damage, loss, expense (including, without limitation, reasonable attorneys’ fees and costs), claim or judgment arising from injury (including death) to any person (whether an employee of Buyer or any other person) or damage to any property, however caused, whether by Seller’s sole or concurrent negligence or otherwise, arising from the sale, resale, replacement or use of any products delivered by Seller to Buyer.
If requested by Seller, Buyer, at its own expense, will defend any claim, suit or action which is brought against Seller and is within the indemnification set out in the preceding paragraph provided that Seller promptly gives Buyer notice of such claim, suit or action, furnished a copy of all documents and instruments served upon Seller in connection therewith and reasonably cooperates with Buyer in such defense. Seller, at its own expense, will have the right to be represented in such defense by advisory counsel of Seller’s selection. If Seller does not request Buyer to defend any such claim, suit or action, Seller, at its own expense, will undertake the defense thereof and Buyer, at its own expense, will have the right to be represented in such defense by advisory counsel of Buyer’s selection.
13. APPLICABLE LAW
15. PRODUCTS SUITABILITY
16. EXPORT CONTROLS/AVAILABILITY
Seller reserves the right, with respect to any and all goods purchased for export pursuant to these Standard Conditions of Sale, from time to time, to request and obtain from Buyer a written statement or statements certifying that such goods were in fact exported within one (1) year of the date of Seller’s invoice (s) therefore.