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| Service Solutions |
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| Terms and Conditions of Sale |
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| Terms Exclusive |
This document, which includes the terms and conditions on the pages attached hereto, constitutes the complete, exclusive and final agreement of Purchaser and Taylor’s Industrial Services, LLC – HPM Division (“Company”) with respect to the goods and services, if any, specified herein (the "Equipment") and may not be added to, modified, superseded or altered except only as specifically set forth herein or by written agreement of modification signed by Company's authorized representative. Notification of objection to additional (or different) terms is given hereby.
NO PERSON (EXCEPT AN OFFICER OF COMPANY) IS AUTHORIZED TO BIND COMPANY TO ANY ORDER EXCEPT ACCORDING TO THESE TERMS AND CONDITIONS. |
| Prices |
The prices quoted unless otherwise specified herein (a) are f.o.b. point of shipment; (b) do not include sales, use, excise or other similar taxes which may be applicable to the sale of the Equipment; and (c) are based on normal disassembly and preparation for domestic shipment. Special test, special handling, at the request of Purchaser, added expense for export or other special preparation and taxes or duties will be paid for by Purchaser.
Equipment shall be installed (including construction and preparation of foundations) by and at the expense of Purchaser unless otherwise expressly stated herein. |
Payment,
Security
Interest |
If the terms of payment include any discount for prompt payment, such discount terms shall be strictly enforced by Company. If there is no specific contrary agreement upon terms of payment stated herein, all payment not prior made shall be due and payable in one installment upon delivery. Any payment not made to Company on time shall be subject to the service charge specified herein on the unpaid balance until paid. Company reserves a security interest in the Equipment to secure Purchaser's payment of the purchase price and any other charges owed by Purchaser, and Purchaser agrees that Company may (but is not obligated to) take action as Company deems advisable to evidence and perfect such interest.
It is understood that advance payments may be used and applied by Company as it purchases or allocates materials for, and performs labor on, the contract resulting from this proposal. |
| Title |
Identification of the goods under Section 2-510 of the Uniform Commercial Code shall occur at the moment this offer is accepted by the Purchaser. Delivery of any goods or services to carrier by Company consigned to Purchaser as you may direct, shall constitute transfer of title, ownership, possession and property in and to the goods and services at such point of delivery, and such carrier shall thereafter be deemed to be acting for Purchaser and the goods and services shall be at Purchaser’s own risk. |
| Shipment
Delivery |
Shipment and Delivery (as herein defined) dates refer to the dates when it is estimated that the Equipment will be ready for shipment and are based on prompt receipt by Company of the order, all advance and progress payments, if any, and of information necessary to permit Company to proceed with work immediately and without interruption. These estimated dates are subject to confirmation at the time of acceptance of the order by the Company. Any modification of Equipment specifications after work has been started on the order may alter these dates.
Unless otherwise agreed in advance in writing by Company, delivery of the Equipment shall be f.o.b. point of shipment.
When Purchaser has declared or manifested an intention not to accept delivery in accordance with any order, no tender shall be necessary but Company may, at its option, give notice in writing to Purchaser that Company is ready and willing to deliver and such notice shall constitute a valid delivery. |
| Warranty |
Company warrants, as to components built by it of new and unused Equipment only (Component[s]), each Component to be free from defects in material and workmanship, in the case of new Equipment, for one (1) year, and in the case of repair parts, for six (6) months, after shipment from Company's plant. The OBLIGATION and LIABILITY OF COMPANY UNDER THIS WARRANTY IS EXPRESSLY LIMITED TO REPAIRING OR, AT COMPANY'S OPTION, REPLACING FREE OF CHARGE AT ITS FACTORY any Component proving defective under normal use and service. COMPANY DOES NOT WARRANT (a) tools or expendable Components, which includes Components which have a normal life under six months, (b) components that are damaged due to the corrosive and/or abrasive action of certain plastic materials used in the molding process, or (c) against failures caused by erosion, corrosion, misuse, or improper use, including any operation beyond rated capacity, improper use or application of Equipment, operation of Equipment not in compliance with service manuals and instructions, substitution of parts not approved by Company or any alteration or repair by others in such manner as, in Company's judgment, to affect the Equipment materially and adversely. |
| Limitation of Remedies |
Components claimed to be defective during their warranty period and for which repair or replacement is desired shall, if requested by Company, be returned transportation prepaid to Company's plant for inspection. Each Equipment part or component manufactured by others is warranted only by and to the extent of the manufacturers' warranties. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. THE OBLIGATION AND LIABILITY OF COMPANY UNDER THIS WARRANTY SHALL NOT INCLUDE ANY TRANSPORTATION OR OTHER CHARGES OR THE COST OF INSTALLATION OR ANY LIABILITY FOR DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DELAY RESULTING FROM ANY DEFECT, WHETHER ANY CLAIM IS BASED UPON THEORIES OF CONTRACT, NEGLIGENCE, OR TORT, AND PURCHASER HEREBY WAIVES FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, (a) ANY AND ALL CLAIMS FOR PUNITIVE DAMAGES AND (b) ALL CLAIMS OF NEGLIGENCE OR STRICT LIABILITY OR BOTH. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE PURCHASE PRICE OF THE EQUIPMENT THAT IS ACTUALLY PAID.
Purchaser (a) recognizes that the provisions of this Warranty Statement and Limitation of Remedies are a material factor in Company's sale of the Equipment at the price specified, and (b) agrees that any accommodation to Purchaser by Company, whether by attempt, effort or promise to repair or replace, and whether for sales policy reasons or otherwise, shall not be taken to establish any liability of Company or any contract term inconsistent herewith. Under no circumstance shall Company have any liability whatsoever for incidental or consequential damages, such as, but not limited to loss of profit or revenue; loss of use of the equipment or any part thereof, cost of capital; cost of replacement equipment; or claims resulting from contracts between Purchaser, your customers and/or suppliers. Unless expressly provided for herein, in no event shall we assume responsibility or liability for (a) performance specifications, (b) penalties, penalty clauses or liquidation damages clauses of any description, (c) certifications or (d) indemnification of you or others for costs, damages or expenses arising out of or related to the equipment or any part thereof. |
| Indemnification |
Purchaser agrees to indemnify and hold harmless Company and all its officers, directors, agents and representatives against all challenges, claims, costs, expenses, counter-claims, complaints, and litigation arising out of or in connection with the operation of the Equipment should Purchaser or its agents fail to maintain said equipment in a safe operating condition. Additionally the Company's Warranty shall become unenforceable if and to the extent that Purchaser or its agents remove, disconnect, or otherwise render useless any safety device and/or parts designed or affixed by the Company. |
| Force Majeure (Limited Liability) |
If by reason of any contingency beyond Company’s control, including (but not limited to) war, governmental requests, restrictions or regulations, fire, flood, casualty, accident, or other acts of God, strikes or other difficulties with employees, delay or inability to obtain labor, equipment material and services through Company’s usual sources, failure or refusal of any carrier to transport materials, delay in transport thereof, or any other similar occurrence, Company is not able to meet anticipated deliveries, Company may, in its discretion and without liability or prior notice to Purchaser, postpone the delivery date(s) under this document for a time which is reasonable under all the circumstances. |
| Statutory Compliance |
Company certifies that the Components were produced in compliance with all applicable requirements of the Fair Labor Standards Act of 1938, as amended, and the Regulations and Orders of the Administrator of the Wage and Hour Division issued under Section 14 thereof. Company is not responsible for compliance with any laws or regulations applicable to the Equipment or its installation or use (including without limitation OSHA and similar state laws and regulations), or with any product standard or specification, whether of general or particular application, unless Purchaser has furnished, and company has acknowledged, specific written notice thereof prior to Company's entry of Purchaser's order. |
| Labels, Service Manuals, Information |
Purchaser acknowledges that it has or will become familiar with Company's and any corporate manufacturers, labeling and literature concerning the Equipment and will forward such information to its employees. |
| Variations,
Changes |
Company has the right prior to delivery of Equipment to make any change in the composition or fabrication of the Equipment which, in the opinion of Company, does not affect the general characteristics or properties of the Equipment or which is within governmental or professional standards or specifications applicable at the time of manufacture without notice to Purchaser. |
| Drawings |
Nothing herein shall be interpreted as requiring Company to furnish detailed or shop-working drawings of the Equipment. However, assembly and other drawings and service manuals that Company considers necessary for proper maintenance will be furnished. COMPANY WILL NOT BE RESPONSIBLE, AND DISCLAIMS ALL WARRANTIES, INCLUDING THOSE PROVIDED HEREIN, FOR ANY EQUIPMENT NOT INSTALLED OR OPERATED IN COMPLIANCE WITH SUCH DRAWINGS. Moreover, it is understood that the drawings (and any other descriptions or specifications) are descriptive in nature and are NOT WARRANTIES OF performance and NOT WARRANTIES OF FITNESS FOR PARTICULAR PURPOSE. |
| Cancellation |
Company may cancel all or part of the contract arising from or evidenced by this document immediately upon the happening of any of the following: insolvency of Purchaser; the appointment of a custodian as that term is defined in Title 11 U.S.C., as amended (the "Bankruptcy Code"), or the commencement of a case under any chapter of the Bankruptcy Code for, by or against Purchaser; Purchaser's suspension or termination of business or assignment for the benefit of creditors; or any event, whether or not similar to the foregoing, which materially impairs Purchaser's ability to perform hereunder.
Orders entered on Company's books cannot be countermanded or deliveries deferred except with Company's written consent and upon terms that will indemnify Company against all loss. In the event of a request by Purchaser, its agents or assignee to stop or cancel any part of this order, liquidation damages shall be (a) all work scheduled for completion within 30 days will be paid in full and shipments accepted, (b) all work in progress and any raw materials or supplies used for which Company has made commitments in connection with this order will be paid on the basis of Company cost plus twenty (20%) percent. Upon receipt of notice of cancellation, Company will total its costs to date and invoice Purchaser accordingly. |
Applicable Law |
All purchase orders and contracts to which Company is a party shall be governed, construed and enforced in accordance with substantive laws of the State of Ohio, USA. |
| Assignment |
Purchaser shall assign no right or interest in the contract arising from this document and no delegation of any obligation owed by Purchaser shall be made without the prior written permission of Company. |
| Miscellaneous |
All sales are subject to approval of Company's credit department. If any of the provisions hereof shall be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
Waiver by Company of performance or breach of any provision hereof by Purchaser, or failure of Company to enforce any provision hereof which may establish a defense or limitation of liability, shall not be deemed a waiver of future compliance therewith or a course of performance modifying such provision, and such provision shall remain in full force and effect as written.
As used herein, "Purchaser" and "Company" include the respective heirs, executors, personal representatives, successors and permitted assigns of each. IN ALL CASES CLERICAL ERRORS ARE SUBJECT TO CORRECTION |
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Clamp
Services
