STANDARD TERMS AND CONDITIONS OF SALE January 1, 2003 Supersedes all prior "Standard Terms And Conditions Of Sale" Standard Terms and Conditions of Sale ( 1 of 3 )
level is desired by Purchaser, Seller will render a quotation based upon the revised requirements set forth by Purchaser.
All sales by American Industrial Heat Transfer Inc. ("Seller") to the party to whom a Seller's Acknowledgment is addressed ("Purchaser") are subject to the following terms and conditions in addition to the terms and conditions contained in any ac- knowledgement or sales order confirming your order (“Seller’s Acknowledgement”). Where terms of any such Seller’s Acknowledgement conflict with the following terms and conditions, the terms and conditions of Seller’s Acknowledgement shall control. These Terms and Conditions shall apply to all transactions between Seller and Purchaser unless superseded by new Terms and Conditions delivered by Seller or by the express terms and conditions contained in Seller's Acknowledgment. Acceptance . All purchase orders are accepted by Seller at its General Offices in LaCrosse, Virginia. Seller's acceptance of any purchase order it receives is expressly limited to the exact terms contained here and in this Seller's Acknowledgment. Addi- tional or different terms contained in Purchaser's offer or any attempt by Purchaser to vary any of the terms here and in Seller's Acknowledgment shall be rejected but such proposal shall not operate as a rejection of Purchaser's offer unless such variances are in the terms of the description, quantity, price or delivery schedule of the goods or services to be provided hereunder, in which case such additional or different terms shall be deemed material and such offer shall be deemed accepted without said additional or different terms or attempted variations. Acceptance by Seller of any purchase order containing terms additional to or different from the terms contained in this Seller's Acknowledgment or containing modifications of the terms contained here and in Seller’s Acknowledgment shall not be deemed as assent to those ad- ditional, different or modified terms. Purchaser's receipt of Seller's Acknowledgment without prompt written objection thereto, or Purchaser's acceptance of all or any part of the goods or services ordered from Seller, shall constitute assent by Purchaser to the terms contained here and in Seller's Acknowledgment. If this Seller's Acknowl- edgment shall be deemed an offer by Seller to sell goods or services to Purchaser, such offer is expressly limited to the exact terms contained herein. The dispatch of a purchase order by Purchaser shall then constitute Purchaser's acceptance of these Standard Terms and Conditions of Sale and Seller's Acknowledgment. If this Seller's Acknowledgment is deemed an offer as aforesaid, any proposal by Purchaser for additional or different terms or any attempt by Purchaser to vary any of the terms of this Seller's Acknowledgment in Purchaser's purchase order is hereby objected to and rejected; provided, however, that any such proposal by Purchaser shall not operate as a rejection of Seller's offer unless it contains variances in the terms of the descrip- tion, quantity, price or delivery of the goods or services to be provided hereunder, in which case any such proposal shall be deemed material, and this Seller's Acknowl- edgment shall be deemed accepted without said additional or different terms or attempted variations. Payment Terms. The full amount billed or contracted for is due and payable thirty (30) days from delivery of the goods or performance of services. A finance charge computed at the periodic rate of one and one-half percent (1.5%) per month (which is an annual rate of eighteen percent (18%)) on the unpaid balance will be made on accounts not paid when due, and Purchaser agrees to pay such charges and pay attorneys' fees if action is brought to collect from Purchaser. Seller has the option to ask for and receive payment in full or in partial prior to order acceptance, final construction, or delivery of any product. Unless otherwise specified, 100% of the price quoted for any tooling is to be paid with the placement of the order to Seller. Samples submitted shall be deemed approved and accepted if written notice of rejec- tion is not received within thirty (30) days after date of submittal. Purchaser agrees that Seller shall have a possessory lien on all tools and other property of Purchaser which is in Seller's possession for the total amount owing by Purchaser to Seller for all tooling and other work and for all parts, materials and services of all kinds supplied or rendered by Seller to Purchaser, which lien shall be enforceable in the manner provided in the Uniform Commercial Code. Taxes. Any tax which the Seller may be required to pay or collect through assess- ment or otherwise, under any existing or future law upon or with respect to the sale, purchase, delivery, transportation, storage, processing, use or consumption of any goods or services described herein, including, without limitation, taxes upon or mea- sured by receipt from sales or services (but excluding taxes based upon the income of Seller), shall be for the account of Purchaser and be added to the price of such goods or services. Purchaser shall promptly pay the amount thereof to Seller upon demand but may in lieu of such payment, furnish to Seller evidence of the issuance of tax exemption certificates acceptable to the appropriate taxing authorities. Prices. Except as otherwise provided, all price quotations are valid for thirty (30) days. Prices are based on costs prevailing on the date of quotation and, therefore, are subject to change at any time to reflect increased costs. Prices are quoted on samples, blueprints, or drawings on hand, and any modification thereof subjects this quotation to adjustment. Quotations are is based on the continuous production of the quantity specified, smaller runs subject to increase in price. If higher quantity
Credit. All orders are subject to the approval of Seller's Credit Department, and Seller may at any time refuse to make shipment or delivery if Purchaser fails to fulfill the terms and conditions of payment or fails to provide security satisfactory to Seller's Credit Department. Seller reserves right to refuse or cancel credit and require full payment prior to shipment. If in Seller's opinion the financial condition of Purchaser at any time does not justify continuation of production or shipment on the terms of payment specified, Seller may require full or partial payment in advance or such further assurance as Seller shall require to justify such continued production or shipment. Default in Payment and Bankruptcy of Purchaser. If Purchaser fails to make pay- ments on any agreement between Purchaser and Seller in accordance with Seller's terms, Seller, in addition to any other remedies available to it, may, at its option, (a) defer further shipments until such payments are made and satisfactory credit arrangements are reestablished, (b) cancel the unshipped balance of any order or (c) take any other action available under applicable law. In the event of any proceed- ings, voluntary or involuntary, in bankruptcy or insolvency by or against Purchaser, the inability of Purchaser to pay its debts as they become due, or in the event of the appointment, with or without Purchaser's consent, of an assignee for the benefit of creditors or of a receiver, then Seller shall be entitled, in its sole discretion, to cancel the unshipped balance of any order without any liability. Transportation Charges. All prices, quotations, shipments and deliveries by Seller are F.O.B. Seller's plant and risk of loss passes to Purchaser once goods are tendered for such delivery. All transportation and other charges including handling fees are for the account of Purchaser, including any increase or decrease in such charges prior to shipment. Method of Shipment. Method and route of shipment is at Seller's discretion, unless Purchaser supplies explicit instructions, which are subsequently accepted by Seller in writing. Seller does not assume responsibility for any damage directly or indirectly resulting from delays in delivery. When parts are broken or damaged in transit from Seller to Purchaser, it is considered the responsibility of Purchaser to file a claim with the carrier for said breakage or damage. If the method of shipment specified by Purchaser is deemed by Seller to be unavailable or otherwise unsatisfactory, Seller reserves right to use an alternate method or route or both whether or not at a higher cost to Purchaser. Seller shall promptly notify Purchaser of any such change. The risk of loss or damage to the goods shipped shall pass to the Purchaser when the goods are delivered to the carrier for shipment and Purchaser shall be responsible for insuring such goods thereafter.
Producing or Shipping Point. Seller reserves right to produce and ship all or any part of the goods specified in any order from any of its plants or facilities.
Force Majeure. Seller shall not be liable for any delay in the performance of orders, or in the delivery or shipment of goods, or for any damages suffered by Purchaser as a result of such delay when such delay is occasioned by causes beyond Seller's control. Such causes shall include but are not limited to an act of God or the public enemy, fire, explosion, flood, unusually severe weather, drought, war, riots, sabotage, vandalism, accident, embargo, government priority, government action or failure of the government to act when action is required, requisition or allocation or other action of any governmental authority, interruption of or delay in transportation, inadequacy or shortage or failure of supply of materials or equipment, breakdowns, non-scheduled shutdowns for repairs, plant accidents, labor shortage, strikes, labor trouble, or by compliance with any order or request of the United States Government or any officer, department, agency, instrumentality or committee thereof. It is un - derstood and agreed that economic conditions affecting the ability or desirability of the performance of this agreement by either party shall not be deemed to constitute "force majeure" circumstances as contemplated by this paragraph. The Seller shall have the right to cancel the entire agreement with Purchaser or any part thereof in the event of the happening of any such cause beyond the Seller's control without any resulting liability. Good Delivery. Shipments made by Seller within a reasonable time after the speci- fied date of delivery shall constitute a good delivery. No right of cancellation shall accrue to Purchaser based on such a delivery. Permissible Variations. Goods shipped by Seller shall be within the limits and sizes published by Seller, subject, however, to Seller's right to ship overages or underages in accordance with Seller's standard practices and goods shipped by Seller will be subject to standard variations provided such variations are non-functional or are not material in nature.
note: AIHTI reserves the right to make reasonable design changes without notice.
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Copyright © 2019 - 2020 American Industrial Heat Transfer, Inc.
355 American Industrial Drive LaCrosse, VA 23950
tel: 434-757-1800
fax: 434-757-1810
email: sales@aihti.com
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