CD-A DUAL PULSE RESISTANCE WELDING POWER SUPPLY
x
990-430
LIMITED WARRANTY
GENERAL TERMS AND CONDITIONS FOR THE SALE OF GOODS
1. Applicability.
(a) These terms and conditions of sale (these “
Terms
”) are the only terms which govern the sale of the goods (“
Goods
”) by Amada Weld Tech Inc. (“
Seller
”)
to the buyer identified in the Sales Quotation and/or Acknowledgment (as each defined below) to which these Terms are attached or incorporated by
reference (“
Buyer
”). Notwithstanding anything herein to the contrary, if a written contract signed by authorized representatives of both parties is in
existence covering the sale of the Goods covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with
these Terms.
(b) The accompanying quotation of sale (the “
Sales Quotation
”) provided to Buyer, and/or sales order acknowledgement (“
Acknowledgement
”) and these
Terms (collectively, this “
Agreement
”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings,
agreements, negotiations, representations and warranties, and communications, both written and oral. For clarification, after the Acknowledgement is
received by Buyer, the order for Goods is binding and cannot be cancelled by Buyer for any reason and the full purchase price amount set forth in the
Acknowledgement shall be due and payable by Buyer to Seller pursuant to the payment schedule set forth in the Acknowledgement unless otherwise agreed
to in writing by Seller. All terms and conditions contained in any prior or contemporaneous oral or written communication which are different from, or in
addition to, the terms and conditions in this Agreement are hereby rejected and shall not be binding on Seller, whether or not they would materially alter
this Agreement. These Terms prevail over any of Buyer’s terms and conditions of purchase regardless whether or when Buyer has submitted its purchase
order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or
amend these Terms. Notwithstanding anything herein to the contrary, all orders for Goods must be for a minimum purchase price of $100 or such orders
will be rejected by Seller.
2. Delivery.
(a) The Goods will be delivered within a reasonable time after Seller provides Buyer the Acknowledgment, subject to availability of finished Goods. Seller
will endeavor to meet delivery schedules requested by Buyer, but in no event shall Seller incur any liability, consequential or otherwise, for any delays or
failure to deliver as a result of ceasing to manufacture any product or any Force Majeure Event. Delivery schedules set forth in the Acknowledgment are
Seller’s good faith estimate on the basis of current schedules. In no event shall Seller be liable for special or consequential damages resulting from failure
to meet requested delivery schedules.
(b) Unless otherwise agreed in writing by the parties in the Acknowledgement, Seller shall deliver the Goods to the Seller’s plant in Monrovia, CA, USA (the
“
Shipping Point
”) using Seller’s standard methods for packaging and shipping such Goods. Buyer shall take delivery of the Goods within three (3) days of
Seller’s written notice that the Goods have been delivered to the Shipping Point. Buyer shall be responsible for all loading costs (including freight and
insurance costs) and provide equipment and labor reasonably suited for receipt of the Goods at the Shipping Point. Seller shall not be liable for any delays,
loss or damage in transit.
(c) Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer, if applicable. Each shipment will constitute a
separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order.
(d) If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to Seller’s notice that the Goods have been delivered at
the Shipping Point, or if Seller is unable to deliver the Goods at the Shipping Point on such date because Buyer has not provided appropriate instructions,
documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller,
at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation,
storage and insurance).
3. Non-delivery.
(a) The quantity of any installment of Goods as recorded by Seller on dispatch from Seller’s place of business is conclusive evidence of the quantity received
by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.
(b) Seller shall not be liable for any non-delivery of Goods (even if caused by Seller’s negligence) unless Buyer gives written notice to Seller of the non-delivery
within three (3) days of the date when the Goods would in the ordinary course of events have been received.
(c) Any liability of Seller for non-delivery of the Goods shall be limited to (in Seller’s sole discretion) replacing the Goods within a reasonable time or adjusting
the invoice respecting such Goods to reflect the actual quantity delivered.
4. Shipping Terms.
Unless indicated otherwise in the Acknowledgment, Delivery shall be made EXW (Incoterms 2010), Shipping Point, including without
limitation, freight and insurance costs. If no delivery terms are specified on the Acknowledgement, the method of shipping will be in the sole discretion of
Seller. Unless directed in writing otherwise by Buyer, full invoice value will be declared for all shipments.
5. Title and Risk of Loss.
Title and risk of loss passes to Buyer upon delivery of the Goods at the Shipping Point. As collateral security for the payment of the
purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under
the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements
or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision
constitutes a purchase money security interest under the California Commercial Code.
6. Amendment and Modification.
These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is
signed by an authorized representative of each party.
