INFINITY TOOL MFG., LLC TERMS AND CONDITIONS
1. AGREEMENT. These general conditions are intended by the parties as the final expression of their Agreement and are the complete and exclusive statement of the terms and conditions of that Agreement. Accordingly, this Agreement is expressly conditioned on the acceptance and assent to the conditions on the face and reverse side hereof. Acceptance of the conditions contained herein shall be considered to have occurred unless written notice of objection is received by seller within ten (10) calendar days of the date specified on this writing. No modification or rescission hereof shall be effective unless made in writing and signed by both parties, nor shall this Agreement be waived, modified, rescinded or altered by any subsequent course of dealing or performance between the parties.
2. PAYMENT. Invoices are due and payable in full in 30 days without right of set off within the prescribed period stated on the face hereof. Invoices for products or services delivered under this order are payable only in U.S. funds. Unless specifically stated differently on the face hereof. Credit and delivery of products shall be subject to the approval of the Seller to whom all bills are payable and who reserves the right to alter the terms and set a limit of credit. Each shipment shall be treated as a separate and independent contract; but if the Seller shall fail to fulfill the terms shipments and delivery under this or any other contract, the Buyer at its option may defer further payments, until all shipments have been made.
3. PRICES AND DELIVERY. Unless otherwise stated, prices are not subject to change without notice. Delivery of the products shall be F.O.B. point of shipment (incoterm 1990) and, unless otherwise stated, no freight or other transportation charges will be allowed and Seller will pay or reimburse Buyer for all freight. Buyer shall not be responsible for storage, transportation or similar charges occurred before delivery.
4. EXPORT RESTRICTIONS. Seller acknowledges that the products shipped to buyer are subject to the U.S. Trade Administration Regulations, as amended, and other applicable laws and related regulations (collectively “Regulations”). Seller hereby gives assurance, with respect to the products and any U.S. origin technical data that Seller shall comply with the Regulations.
5. TAXES AND OTHER CHARGES. To the extent legally permissible, all present and future excise levies or taxes or any similar charges imposed by any federal state, foreign or local authority which Buyer may be required to pay, upon or with reference to the purchase, transportation, delivery, storage, use or consumption of products or services Including taxes upon or measured by the receipts there from (except net income and franchise taxes), shall be for the account of Buyer.
6. DELAY IN DELIVERY AND FORCE MAJEURE. Delivery dates are approximate and estimated, and are based upon prompt receipt of all necessary information from the Seller. Seller may make partial shipments of anyone or more items covered by the quotation or acknowledgment, and may ship from any location it may select. Buyer shall not be liable for any Loss, damage, detention, delay or failure to deliver resulting from causes beyond its reasonable control, including (without limiting the generality of the foregoing) fire, explosion, flood, strike or other difference with workmen, accidents to Seller’s facility, acts of sabotage, shortage of facility, material or labor, delay in transportation, delay of supply of product to Seller breakdown or accident, riot, insurrection, civil or military authority, governmental controls, restrictions or regulations, whether legal or de facto, including but not limited to failure to obtain export or import licenses, a force majeure event occurring in respect to one of Seller’s suppliers, and any other cause beyond Seller’s control.
7. WARRANTIES AND LIMITATION OF LIABILITY. Seller warrants that all standard products or services sold here under shall be free from defects in material and workmanship under normal use and service when correctly installed, used and maintained. This warranty of quality shall terminate thirty (30) days after delivery of the products, or provision of services, to Buyer and shall not apply to products which have been subjected to misuse, abuse, neglect or improper storage, handling or maintenance. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WITH RESPECT TO THE PRODUCTS AND SERVICES, WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED BY OPERATION OF LAW OR OTHERWISE, OR STATUTORY. THIS IS NO WARRANTY OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF PERFORMANCE OR COURSE OF DEALING. BUYER SHALL NOT BE LIABLE TO SELLER OR·ANY OTHER PERSON FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY LOSSES, DAMAGES OR EXPENSES, DIRECTLY OR INDIRECTLY ARISING FROM THE PURCHASE, HANDLING OR USE OF THE PRODUCTS OR SERVICES OR FROM ANY OTHER CAUSE RELATING THERE TO. BUYER’S LIABILITY HERE UNDER WHETHER BASED ON CONTRACT, WARRANTY TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND STRICT LIABILITY OR OTHERWISE IS LIMITED TO, AT BUYER’S OPTION, THE CORRECTION OF DEFECTIVE SERVICES OR REFUNDING OR CREDITING BUYER WITH AN AMOUNT EQUAL TO THE PURCHASE PRICE THEREOF, THE REPLACEMENT OR REPAIR OF DEFECTIVE PRODUCTS OR THE REPAYMENT OF, OR CREDITING BUYER WITH AN AMOUNT EQUAL TO THE PURCHASE PRICE UPON RETURN OF THE PRODUCTS. Products may be returned, F.O.B. Seller’s facilities, only after inspection and approval by Seller and upon receipt of shipping instructions from Seller. The parties expressly waive the Statute of limitations and agree that any claim by Buyer with reference to the products or services sold hereunder for any cause, shall be deemed waived by the buyer unless filed within one year from accrual of the cause of action thereof.
8. RETURNS AND CANCELLATIONS. In the event that the Buyer makes a warranty claim pursuant to Paragraph 7, products may be returned,
D.D.P. Destination (Incoterms 2010), only after Buyer receives written approval from Seller (including a RMA #) to return the Products and upon receipt by Buyer of shipping instructions from Seller. The following conditions shall also apply to Products refused: (1) all Products being returned must be in original packaging and in new or saleable condition, (2) only complete package quantities may be returned, or as packaged as a partial shipment at time of delivery, and (3) all returns made thirty (30) days of delivery shall be subject to a restocking charge of fifteen percent (15%) of the original purchase price of the returned Product. If Buyer cancels or changes an order for a custom solution under this Agreement, Buyer shall reimburse Seller for all reasonable costs incurred in connection with the order, including but not limited to any time and materials expended prior to the cancellation or change. Seller shall invoice the Buyer for the costs incurred upon a cancellation or change and Buyer shall pay that invoice upon the terms stated in this Agreement. Notwithstanding the forgoing, such invoice will not restrict any other legal or equitable rights Seller may have.
9. PATENTS, COPYRIGHTS AND TRADEMARKS. No license or other rights under any patents, copyrights or trademarks owned or controlled by Buyer or under which Buyer is licensed are granted to Seller or implied by the sale of products or services hereunder. Seller shall not identify as genuine products from other Sellers of products purchased hereunder which Seller has treated, modified or altered in any way, nor shall Seller use other Seller’s trademarks to identify such products; provided, however, that Seller may identify such products as utilizing, containing or having been manufactured from genuine products of other Seller as treated, modified or altered by Seller or Seller’s representative. If products or services sold hereunder are manufactured or performed according to Buyer’s specifications, Seller shall indemnify Buyer against any liability for patent, copyright, or trademark infringement on account of such manufacture or performance.
10. PERFORMANCE AND ENFORCEMENT. This order may be performed and all rights hereunder against Seller may be enforced by Buyer or by anyone or more of the corporations’ subsidiary to or affiliated with Seller or in part by Seller and in part by one or more of such subsidiary or affiliated corporations.
11. PROHIBITION OF ASSIGNMENT. No rights arising under this agreement may be assigned by the Seller unless expressly agreed to in writing by the Buyer.
12. LEGAL COMPLIANCE. Seller agrees, at its own expense, promptly to take such steps and execute such documents as may be required to satisfy any law or requirements in Seller’s country to render this Agreement valid.
13. WAIVER. Waiver by Seller or Buyer of any breach of these provisions shall not be construed as a waiver of any other breach.
14. SEVERABILITY. The invalidity or unenforceability of any provision or term hereof shall not affect in any way the remainder of the provisions or terms of this agreement.
15. DISPUTE RESOLUTION. This Agreement shall be governed by the laws of the State of Illinois excluding the application of its conflicts of law’s provisions and excluding the United Nations Convention of the International Sale of Goods.