- SHIPPING AND PAYMENT TERMS. Unless otherwise specified, shipping terms are FOB shipping point, and payment terms are net 30 days. All payments are to be made in United States funds.
- TAXES AND SECURITY INTEREST. Unless otherwise specified, the prices stated do not include any taxes which may now or hereafter be applicable to the products or performance of any services by Seller. Buyer agrees to pay or reimburse Seller for any such required taxes and all connected penalties and interests, or in lieu thereof, Buyer shall provide Seller with tax exemption documents acceptable to the taxing authorities involved. Buyer, by acceptance of the goods ordered, represents and warrants that Buyer is solvent and able to pay for the goods in accordance with the terms of sale. As security for payment of the purchase price for the products and all other amounts due from the Buyer under these Terms, Buyer hereby grants Seller a security interest in the products and agrees to execute and permit Seller to file and record all documents which may be requested by Seller in order to create, perfect, evidence and establish the foregoing security interest. If Buyer fails to pay any amount when due, or, prior to payment of all amounts due, removes all or any part of the products from Buyer’s premises, we shall exercise any or all of the rights and remedies given to secured parties under the UCC of the State of Illinois, and under similar laws of any other state, if applicable.
- RETURN GOODS. No product will be accepted for return unless authorized with appropriate returned goods number assigned. In all cases, freight charges must be prepaid. Buyer will be responsible for any damages incurred in transit to goods being returned. Title shall pass to Seller upon Seller’s acceptance of return goods.
- CANCELLATION. Terms, once accepted and approved by Seller, shall not be canceled or altered by Buyer, and Buyer shall not otherwise cause the work or shipment to be delayed, except with the consent of and upon the terms and conditions approved by Seller in writing. Orders canceled or suspended with our consent are subject to cancellation and/or other charges as determined by Seller.
- DELAY IN DELIVERIES. In no event shall Seller be liable for nondelivery or delays in delivery of products, or in the performance of any other obligations, arising directly or indirectly from acts of God, acts (including delay or failure to act) of any governmental authority (dejure or defacto), war (declared or undeclared), riot, fires, floods, weather, labor disputes, sabotage, epidemics, factory shutdowns or alterations, embargoes, delays, shortages or inability to procure transportation, labor, manufacturing facilities or materials, failure to obtain timely instructions or information from Buyer, or inability due to causes of any other kind beyond our control. The foregoing provisions shall apply even though such cause may occur after performance of our obligations has been delayed for other causes.
- INDEMNIFICATION. Buyer shall notify Seller promptly in writing and in all events within ten (10) days after its occurrence, of any accident or malfunction involving the products which results in injury to or death of any persons, property damage or economic loss of any kind, and Buyer shall cooperate fully with Seller in investigating and determining the cause of any such accident or malfunction. Buyer further agrees to indemnify and hold Seller harmless from and against all claims and damages imposed upon Seller or incurred arising, directly or indirectly, from Buyer’s failure to perform or satisfy any of the Terms described herein.
- GENERAL PROVISIONS. These Terms shall be governed, construed and enforced in accordance with the laws of the State of Illinois, and shall be binding upon and inure to the benefit of any successors, assigns, and legal Distributors of Seller and Buyer. The Terms are not assignable without Seller’s prior written approval. A judicial or administrative declaration in any jurisdiction of the invalidity of any one or more of the provisions of the Terms in any jurisdiction, nor shall such declaration have any effect on the validity of interpretation of the Terms outside that jurisdiction.
- MINIMUM ORDER CHARGE. The minimum charge on an order will be $60.00.
- BOXING ORDER CHARGE. No charge is made for standard boxing or crating required by transportation companies for domestic shipments. Cost of special boxing, export boxing, cartage to steamer or transfer expenses will be added to the invoice unless charges are shown to be included in the prices.
Any and all Terms are subject to change prior to Buyer’s acceptance of these Terms.
PROPERTY AND PATENT RIGHTS
- Seller retains for itself any and all property rights, including but not limited to all patent, copyright, and trade secret rights, to any software materials and to all designs, engineering details, documentation, and other data pertaining to any product designed in connection herewith and to all right of discovery, invention or patent rights arising out of the work done in connection herewith. Buyer expressly agrees that it will not assert any property rights herein, except the right for itself and subsequent owners to use the product.
- Buyer acknowledges that any software materials constitute valuable trade secrets of Seller and are unpublished works on which Seller holds the sole and exclusive copyright. Buyer agrees to maintain and protect the confidentiality of these trade secrets and agrees not to disclose them or use them for any purpose not contemplated by this Agreement. Buyer agrees to formulate and adopt appropriate safeguards in light of its own operating activities, to insure protection of the confidentiality of these trade secrets. Buyer shall immediately notify Seller of any information which comes to its attention which indicates that there has been any loss of confidentiality of Seller trade secret information.
SUBMISSION AND ACCEPTANCE OF ORDERS
- All orders and contracts are subject to acceptance or rejection by an officer of Seller or any individual authorized by Seller in writing , at the main offices of Seller, which approval or rejection shall in all cases be in writing to the Buyer, and no order or contract shall be binding until so accepted. Seller reserves the right to refuse any business originating in the Territory of the Buyer, for any reason which in the considered judgment of Seller is sufficient grounds for refusal.
- On orders and contracts of a deferred-payment nature, all such payment and credit extensions are subject to final review and approval by Seller. Seller may accept such orders or contracts, withhold shipment after initial acceptance if for any reason the Buyer’s credit has become impaired.
SHIPMENTS AND SHIPPING INFORMATION
- All shipments, from whatever source, shall be contingent upon prior approval of the order or contract by Seller, and after such prior approval, upon the effect of strikes, accidents, embargoes, priorities, or any cause natural or otherwise, beyond the control of this Seller. Seller, in effect, assumes no liability hereunder for its failure to make shipment on any order or contract.
- All Products are prepared by Seller for North American land shipment only under this Agreement. Any special preparations, for water shipment or foreign trade outside of the North Americas, must be arranged for as a special consideration.