Terms & Conditions
Prices are firm for acceptance within 15 days of quotation. Terms are net 30 days from date of shipment; subject to approved credit. Prices do not include any applicable taxes. FOB Racine, WI. Special quotes will be subject to cancellation charges. Stock items are quoted subject to prior sale.
THERMASYS TERMS AND CONDITIONS OF SALE
- SELLER’S TERMS TO GOVERN. Only the terms and conditions stated herein shall be binding upon Seller, and no modification whether in Buyer’s purchase order, shipping release forms or otherwise shall obligate Seller unless signed by Seller’s authorized representative. Shipments made in reliance upon orders placed by telephone are at the risk of the Buyer. Seller will not be responsible for any alleged inaccuracies in quantities, dimensions, or other specifications.
- PRICES. Seller reserves the right to change the price or prices of the equipment and/or material (the “Goods”) to be delivered to the price or prices Seller establishes as effective at time of shipment as specified in Seller’s invoice thereafter. Please note that the pricing from ThermaSys Dalian will be subject to the Chinese exchange rate. Should the rate of the Chinese yuan change from the rate of 8.28 yuan to the US dollar, product prices would change by the exchange rate difference.
- TAXES. All prices are subject to the addition of any Federal, state or local taxes that may be applicable to the sale, purchase, delivery, storage, use and processing of the Goods sold hereunder. Any such tax shall be for the account of Buyer, or in lieu thereof, the buyer may provide Seller with tax exemption certificate to the taxing authority.
- CHANGES. Seller reserves the right to make such changes in detail of design, construction and/or material furnished which in Seller’s judgment shall constitute an improvement. Seller will notify Buyer of any such changes that may impact form, fit or function of product supplied. Seller shall not be obligated to incorporate such changes in Goods of prior manufacture. Buyer’s instructions to ship will constitute acceptance of any and all submittal data and approval of the Goods.
- DELIVERY. Shipments shall be made via common carrier or by Seller’s trucks, or rail, or other mode of transportation provided by Seller, F.O.B. Seller’s Factory to the freight station nearest Buyer’s location in the continental U.S.A. excluding Alaska unless otherwise provided on the face hereof. Goods, even though shipped to Sellers order, are at the sole risk of Buyer from and after delivery to the carrier, and Buyer assumes all responsibility for shortage, loss, delay or damage in transit after issuance to Seller by carrier of clean bill of lading. All other handling charges to be paid by Buyer. IF BUYER FAILS TO NOTIFY SELLER IN WRITING, OF ANY NON-CONFORMING GOODS WITHIN FIVE DAYS AFTER DELIVERY, BUYER SHALL HAVE NO REMEDY IN LAW OR IN EQUITY AGAINST THE SELLER.
- INSTALLATION. Installation of the Goods is the sole responsibility of Buyer, and its agent or contractor as the case may be. The inability of Buyer to take delivery of, or to have the Goods installed due to labor trouble or for any other reason shall not excuse Buyer from its obligations to pay for the Goods in accordance with agreed upon payment terms.
- DELAYS. Seller shall not be responsible for any loss, liability or expenses arising out of delays in delivery or transportation, or installation or out of its inability to make deliveries or otherwise to perform its obligations due to circumstances beyond its control; including but not limited to acts of God, act of Buyer, acts of civil or military authorities, fires, floods, epidemics, quarantine restrictions, war, riot, delays in transportation, car shortages, strikes, differences with workmen or other labor troubles or disputes and inability to obtain necessary labor, material or manufacturing facilities.
- WARRANTY. Sellers’ standard warranty is attached as Attachment C in its entirety, and is hereby made a part of this agreement. Seller warrants its products against defects in material and workmanship under normal use and service for a period of one year from date of use, or 2000 hours (whichever occurs first) and not to exceed 24 months from date of shipment from its plant of manufacture. In the fulfillment of its warranty, the sole obligation of Seller shall be to repair or replace, at its option, F.O.B. its factory, shipping charges prepaid, and which after inspection by Seller are found to be defective. Under no circumstances are Goods to be returned unless Buyer has written permission of Seller to do so. Notwithstanding the foregoing, Seller’s warranty obligations with respect to any items not manufactured by Seller shall not exceed the obligations undertaken by the manufacturer thereof under express warranty to the Seller.
- BUYER’S REMEDIES. Seller will fulfill its warranty obligations set forth in paragraph 8 above, and in accordance with Attachment C; or in lieu thereof and at its option, Seller may refund the purchase price applicable to non-conforming Goods. Buyer’s remedies for any cause of action arising out of this sale (whether in contract or for negligence) shall be limited as above stated and in no event shall Seller be liable for further loss, damage, or expense whether direct, foreseeable, consequential, incidental or special.
- TERMS OF PAYMENT. Unless otherwise agreed with the prior approval of Seller’s credit department, terms of payment are net cash 30 days from date of invoice payable in U.S. dollars only. Interest will accrue on unpaid invoices outstanding more than thirty days at the rate of one and one-half percent (1-1/2%) per month or at an annual rate of eighteen percent (18%). Seller reserves the right to require full or partial payment in advance of any shipment or other payment arrangement, whenever in its judgment the financial condition of the Buyer does not justify shipment of the Goods on the terms specified.
- CANCELLATION. The cancellation of orders cannot be accepted if the manufacture of the Goods has commenced. In the event of cancellation after commencement of manufacture, Buyer shall be liable for any loss caused Seller including, but not limited to, engineering costs, cost of special tooling purchased or prepared, and/or cost of special materials purchased, but in no event less than fifteen percent of the purchase price.
- PATENTS AND TRADEMARKS. Seller shall not be liable to Buyer for any liability or expense arising out of the infringement of third party domestic or foreign patents or trademarks.
- LIABILITY. Seller shall not be liable for, and Buyer assumes responsibility for, and shall indemnify and hold Seller harmless for, all personal injury and property damage resulting from the handling, possession or use of the Goods by Buyer or others who obtain the Goods through Buyer.
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