These Standard Terms and Conditions of Sale (“Terms”) apply to the sale of all Pneumatic Innovations LLC. products. In these Terms, “Seller” means Pneumatic Innovations LLC. and the “Customer” means the buyer of the goods.
1. Acceptance of Seller’s Terms and Conditions of sale. Customer has read and understands the Terms. Customer agrees that (i) Customer’s acceptance of any goods or services from Seller, or (ii) Customer’s payment for any goods or services from Seller constitutes Customer’s acceptance of these Terms as the sole terms and conditions governing the sale by the Seller to Customer.
2. No Consumer Sales. Customer acknowledges that Seller is not in the business of selling its Equipment to consumers. Customer warrants and represents to Seller that (a) it is purchasing the Equipment solely for business or commercial purposes.
3. Prices.
(a) Published prices are not unconditional and are subject to change without notice.
(b) Seller’s stated prices are F.O.B. shipping point and, unless otherwise specified, do not include the cost of delivery, documentation, the cost of special packaging, unloading, uncrating, installation and /or final on-site adjustment. Such costs are collect unless otherwise arranged with Pneumatic Innovations LLC.
(c) Seller’s prices do not include any privilege, occupation, personal property, value-added, sales, excise, use, income or any other tax. Seller may add the amount of any such tax to the invoice. Customer shall be liable for all such taxes, whether or not invoiced by Seller. If an exemption certificate provided by Customer is determined to be invalid, or if Customer fails to timely furnish a valid exemption certificate, notarized affidavit, or other necessary documentation, any resulting sales, use, import, export or similar excise tax may be billed to Customer.
(d) Prices quoted by Seller are subject to change thirty (30) calendar days after quotation. Seller reserves the right to withdraw quoted prices by written notice.
4. Payment Terms. All payments must be made in full at the time of sale.
5. Delivery.
(a) Except where specifically agreed to the contrary in writing by Seller, delivery to Customer shall be F.O.B. shipping point and risk of loss shall pass to Customer upon delivery to the carrier.
(b) Delivery dates are estimates only, and time is not of the essence. Although Seller shall endeavor as far as practicable to deliver the Equipment adhering to the delivery schedule, Seller may in its sole discretion cancel or modify all delivery dates and Seller shall not be liable to Customer for an loss or damage whatsoever, including loss of profit or any direct, indirect, special, incidental, consequential or other damages, caused by such cancellation, modification, late delivery or failure to deliver.
6. Substitutions and Charges.
(a) Unless otherwise agreed in writing, Seller reserves the right to substitute the latest superseding design and /or manufactured equivalent equipment based on form, fit and function, for the Equipment.
(b) Customer may, with the express written consent of Seller, make changes in the specifications for equipment or work covered by the contract. In such event the parties will adjust the
contract price and delivery dates. Seller shall be entitled to a reasonable profit plus costs and expenses incurred for work and materials rendered unnecessary as a result of such changes, and for work and materials required to effect said changes.
7. Customer’s Obligations. Customer agrees that (i) before ordering the Equipment, Customer shall determine the suitability of the Equipment for Customer’s intended use and shall assume all risk and liability whatsoever in connection with that determination; (ii) Customer shall use the Equipment properly and according to Seller’s instructions, complying with all safety requirements; (iii) Customer shall not remove or change any instructions or warnings placed on the Equipment, or remove or modify any safety devises installed by Seller; and (iv) Customer shall use, and install the products in accordance with all applicable laws and codes. Customer shall indemnify and hold harmless the Seller, and , if so requested, defend the Seller, from any and all costs, claims, damages, judgments and expenses (including reasonable attorney fees) suffered or incurred by Seller that arise out of, or as a result of or in connection with, any act, omission, or use of the Equipment by Customer or its employees, agents or customers, or any breach by Customer of these Terms. Customer shall notify the Seller promptly, an in any event within thirty(30) days, of any accident or malfunction involving the Equipment which results in personal injury or damage to property and shall cooperate fully with the Seller in investigation and determining the cause of such accident or malfunction.
8. Cancellation. In the event of any cancellation by the Customer, Customer shall pay to the Seller 25% restocking fee and reasonable cost of refurbishing (if damaged) on all equipment that has been shipped.
9. Seller’s Compliance with Regulatory Laws. Seller makes no promise or representation that the Equipment will conform to any national, provincial, federal, state or local laws, ordinances, regulations, codes or standards.
10. Disclaimer of Warranties; Customer’s Exclusive Remedy. THE WARRANTIES HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. SELLER MAKES NO OTHER WARRANTIES EITHER EXPRESS OR IMPLIED. IN PARTICULAR, SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER SHALL HAVE NO LIABILITY TO CUSTOMER FOR DIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER,INCLUDING BUT NOT LIMITED TO PERSONAL INJURY PROPERTY DAMAGES, LOST PROFITS, OR OTHER ECONOMIC INJURY DUE TO ANY OTHER BREACH BY SELLER OF THIS CONTRACT. SELLER SHALL HAVE NO LIABILITY TO CUSTOMER IN TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) FOR ANY PRODUCT LIABILITY CONCERNING THE EQUIPMENT, OR FOR THE OMISSION OF ANY WARNING THEREFROM. THE FOLLOWING REMEDY SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDIES OF CUSTOMER UNDER THIS CONTRACT AND IS EXPRESSLY MADE IN SUBSTITTION OF ANY AND ALL OTHER REMEDIES.
The Seller warrants that the Equipment will be free of defects in workmanship and material (if properly installed, operated and maintained) for a period of one year of use from the date of shipment to Customer, subject to the limitations hereunder set forth. If within the one year warranty period, the Seller received from the Customer written notice of any alleged defects in the Equipment and if the Equipment is not found to be in conformity with this warranty (the
Customer having provided the Seller a reasonable opportunity to perform any appropriate tests thereon) Seller will, at its option, either repair the Equipment or supply a replacement therefore.
The Seller under either option shall have the right to require Customer to deliver the Equipment to Seller’s designated service Center and the Customer shall pay all charges for in-bound and out-bound transportation and for services of any kind, diagnostic or otherwise, excepting only the direct and actual costs of repairing or replacing the Equipment. If after reasonable effort the Seller cannot correct said deficiencies, the Seller will make an equitable price adjustment based on actual performance, provided that such adjustment shall under no circumstances exceed the purchase price. The Seller further warrants that the parts and components supplied by the Seller and forming a part of the Equipment will be free from defects in material and workmanship for a period of six months of use, whichever is sooner, from date of shipment to the Customer. The Seller’s liability shall be solely limited to the supplying of replacement parts and materials.
11. General Warranty Conditions. The foregoing warranties are subject to the following general conditions:
A. For the purposes of these Terms, The Equipment will be deemed defective only if (i) the defect materially impairs the value of the Equipment to Customer, (ii) the Equipment was defective on the date of original shipment, and (iii) the Customer notifies Seller in writing of the claim within the warranty period.
B. If the Customer requests and the Seller agrees to the performance of warranty work during any time other than Seller’s ordinary business hours and work periods, the Customer shall be required to pay for all premium time.
C. Equipment sold but not manufactured by the Seller will be warranted against defect in material and workmanship consistent with the warranty policy of the original manufacturer of the equipment.
D. All warranties shall be null and void where the Equipment has been subjected to accident, altered, misused or abused, or Customer has failed to ensure proper storage, installation, operation and /or maintenance of the Equipment. Use of the Equipment in improper or non-recommended applications (including operation abut rated load capacity), or use of parts or components not meeting the Seller’s specifications or quality standards (e.g. non-Pneumatic Innovations LLC parts or components) renders all warranties null and void.
E. All production figures, throughput rates, production rates, capacity figures and cost figures contained in Seller’s proposals, printed literature, advertising, drawings and /or quotes are based on tests Seller believes are reliable and on Seller’s understanding of the Customer’s project and are not warranted or otherwise guaranteed.
F. If the Seller provides Customer with Assistance or advice concerning the Equipment or any parts/service supplied hereunder or any system or equipment in which any such part/service may be installed and which is not required pursuant hereto, the furnishing of such assistance or advice shall not subject Company to any liability, whether based in contract, warranty, tort (including negligence) or otherwise.