The following terms and conditions apply to all orders.
- Buyer's purchase is limited to and expressly conditioned upon these terms
and conditions contained in Seller's quotation, order and/or order
acknowledgement form. Any order received by Seller shall be construed as a
written acceptance of Seller's offer to sell and shall be filled in accordance
with the terms and conditions of sale set forth herein. Additional or
conflicting terms in Buyer's acceptance are expressly objected to and shall
not be deemed accepted by Seller unless Seller's acceptance is in writing and
specifically refers to each such additional term or condition. Upon Buyer's
acceptance of Seller's offer, this order is not subject to cancellation or
withdrawal by Buyer.
- The title to and right to repossession of the goods covered by this order
are reserved by Seller until all sums owing by Buyer to Seller hereunder are
paid in full in cash. If the price is not paid when due, the Seller may
repossess the goods and exercise the rights and remedies of a secured party
under the Uniform Commercial Code, in addition to all other rights and
remedies Seller may have.
- In no event shall the Seller be liable for special, incidental or
consequential damages including, but not limited to, loss of profits or
revenue, loss of goods, cost of capital, goods, facilities or services, down
time costs, or claims of customers of the Buyer for such damages. No action
arising out of any claim under this agreement may be brought by Buyer against
Seller more than two (2) years after the date hereof. Seller shall not be
responsible or liable for any loss, damage, non-delivery or delay in shipment,
caused or occasioned by acts of God, fire, strikes, civil or military
authority, insurrection or riot, failure of a vendor or manufacturer to make
timely delivery of the goods or any part thereof, the requirements of any
statute, order or directive of any governmental authority or, without limiting
the generality of the foregoing, by any other cause which is unavoidable or
beyond Seller's reasonable control.
- All goods are sold f.o.b. factory and-or Seller's warehouse plus
manufacturer's and Seller's packing, handling and service charges and plus the
freight or other transportation charges from the factory to Seller's
warehouse. Risk of loss shall be on Buyer from shipping point. The Buyer
agrees to pay or reimburse the Seller for any and all sales, use or excise
taxes, whether imposed by federal, state or local laws, which Seller may be
required either to pay or to reimburse others by reason of the manufacture,
purchase, sale or use of any goods delivered hereunder. Buyer shall make all
remittances payable to Hamilton Equipment, Inc., Ephrata, PA or to its
factoring agent when so designated on invoice.
- Items ordered and accepted without specified prices shall be billed by
Seller and be paid for by Buyer at the current list price of Seller for said
items on the day of shipment.
- Inasmuch as Seller desires to furnish to Buyer the proper goods ordered
hereby the Seller reserves the right to revise this order and contract by
additions or deductions, when such revision in the sole judgment of the Seller
is deemed necessary by Seller for the operation of the goods or to correct any
omissions or errors made in the ordering thereof for said purpose, provided
that such revision shall not result in a price change of this order and
contract of more or less than five per centum from the specified total price.
- Providing this order specifies a shipping date of more than thirty days
after the date of this order, then this order is subject to the prices in
effect at the time Seller makes shipment.
- Any error in prices, discounts, multiplication, subtraction, or addition
in this order as written shall be corrected by the Seller and the difference
between the correct and incorrect total amount shall be added or deducted by
the Seller as the case may be, without affecting the validity of this order.
- The within quotation and delivery date are based upon contracts we have
entered into in which our suppliers have agreed to sell us these goods, which
expressly provide that both price and delivery date to us, are tentative,
being based on emergency conditions beyond their control such as government
regulations. The fulfillment of the within contract is therefore expressly
dependent and conditional upon the fulfillment of our buying contracts.
- Buyer is not required to maintain any stock of goods or parts for any
reason.
- Seller may, at any time or times, suspend performance of any order or
require payments in cash, security or any other adequate assurance
satisfactory to Seller when, in Seller's opinion, the financial condition of
Buyer or other grounds for insecurity warrant such action.
- This agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Pennsylvania. The parties agree that any claim or
controversy arising from or relating to this agreement, directly or
indirectly, may be litigated only in the State and Federal Courts located in
the Commonwealth of Pennsylvania and the parties hereby consent to be subject
to the jurisdiction of such courts.
- No offset, back charge, claim or deduction of any kind shall be withheld
from any amount owed by Buyer or Seller without the written consent of an
officer of Seller. All amounts owed by Buyer to Seller shall accrue interest
at the rate of 1.5% per month, or the maximum rate permitted by law, whichever
is less, from due date. Buyer shall reimburse Seller for all cost of
collection accrued by Seller, including without limitation, reasonable
attorney fees. Any monies received by Seller from Buyer may be applied by
Seller to any of Buyer's open accounts in any manner that Seller may
determine.
- Unless otherwise noted on the quotation, order or order acknowledgement,
payment terms are as follows: Due 10th or 25th of month, net 11th or 26th.
|
