SX™
Service and Maintenance Manual A-2
960714-02B © 2007 I2407
WARRANTY
SHARP PACKAGING SYSTEMS ("SHARP")
STANDARD TERMS AND CONDITIONS FOR PACKAGING MACHINERY
By placing an order, Buyer agrees to the following terms and conditions:
1.
TERMS OF PAYMENT:
Cash in lawful U.S. currency payable as follows: For base machinery w/o automatic in-feed devices, (2/3) of net price with the order and the final (1/3) of net price within
thirty (30) days after shipment. For all custom systems and systems with automatic in-feed devices, (50%) of net price with the order, (40%) of net price prior to shipment and (10%) of net price
within thirty (30) days after shipment. In addition to any other remedy of Sharp hereunder, if the final payment is not received by Sharp within thirty (30) days after shipment, Buyer shall pay interest
thereafter at the rate of eighteen (18) percent per year or the maximum rate permitted by law, whichever is less.
2.
SHIPMENT:
All prices are f.o.b. Sharp's plant in Sussex, Wisconsin. Method and route of shipment are at Sharp's discretion and freight is prepaid and added to Buyer's invoice unless Buyer
supplies to Sharp explicit written instructions as to method and route of shipment in which case freight is billed collect. All shipments are insured at Buyer's expense and made at Buyer's risk.
3.
DELIVERY:
Shipping promises are made in good faith. Shipping dates appearing on acknowledgments or orders, or given Buyer in any other manner, are approximate. When Buyer delays in
supplying information necessary to proceed with the order, the date of shipment may be extended accordingly and determined by the conditions of Sharp's factory at the time specifications are
completed. Sharp shall not be liable for any failure or delay of delivery or performance of this order due to causes beyond its reasonable control. The existence of such causes of delay shall
extend the time for delivery or performance of this order by the period of time lost for such reasons unless Sharp and Buyer shall have otherwise expressly agreed in writing.
4.
QUOTATIONS AND PRICES:
Sharp's written quotations of prices automatically expire thirty (30) calendar days from the date issued and are subject to change or to termination by notice within
the period. Clerical errors are subject to correction.
5.
TITLE: RIGHTS RESERVED UNTIL PAYMENT:
Until payment of the entire purchase price of the machine purchased: (a) ownership title shall remain in Sharp; (b) Buyer shall not sell, pledge,
mortgage or otherwise encumber the machine or permit the machine to be encumbered, shall not remove the machine from its premises, shall protect and keep insured the machine at Buyer's
expense (with proceeds payable to Sharp as its interest appears) against injury, loss or destruction, and shall execute and file such Financing Statement as to the property under the Uniform
Commercial Code as Sharp shall reasonably request. No injury, loss or destruction of the machine after delivery to Buyer shall release Buyer from its obligation to pay Sharp the entire purchase
price. Upon receipt by Sharp of payment of the entire purchase price for the machine, title shall automatically vest in Buyer and Sharp will execute releases or other documents as Buyer may
request to confirm that fact.
6.
DEFAULT:
On cancellation of the order by Buyer or default by Buyer in any payment of the price or in the performance of any terms or conditions imposed on Buyer herein, Sharp, without notice,
may (a) take immediate possession of the machine as Sharp's own individual and sole property, free and clear of any claim by Buyer, and retain any and all payments made as liquidated damages
for Sharp's lost profits, any use of the machine by Buyer, any depreciation of the machine, and any expense to Sharp of taking possession of the machine; or (b) take immediate possession of the
machine and sell the machine, without notice, in which case the proceeds of sale shall be applied on the unpaid balance of the price and expenses to Sharp of taking possession, storage and
resale. If the proceeds of the resale do not equal the portion of the price remaining unpaid and the expenses to Sharp of taking possession, storage and resale, Buyer agrees to promptly pay to
Sharp any deficiency. Buyer hereby irrevocably grants to Sharp, or Sharp's agents or servants, the right to enter at any time, with or without force, any premises in which the machine may be
located, and the right to examine or take possession of the machine. Buyer waives any right of action, which might accrue by reason of the entry, or the taking of possession of the machine.
7.
TAXES:
Sharp's prices do not include sale, use, excise or similar taxes or charges now or hereafter imposed. The amount of any such taxes or charges shall be paid by Buyer, or in lieu thereof,
Buyer shall provide Sharp with a tax exemption certificate acceptable to the taxing authorities.
8.
LIMITED WARRANTY:
Sharp warrants to the original Buyer only that each new machine will be free from defects in material and workmanship, when properly maintained and under normal use
and service, subject to the terms of this warranty. Buyer's sole and exclusive remedy under this warranty shall be limited to repair or replacement, at Sharp's option, of any defective part of the
machine which is returned, transportation prepaid, to Sharp's authorized service center within the warranty period. The warranty starts on the date the machine is delivered to the original Buyer
and expires one (1) year for parts, and ninety (90) days for labor, after that date. Buyer, at Sharp's request, shall provide documents establishing the delivery date. Exclusions: This warranty shall
not apply to: (a) any machine subjected to misuse, abuse, or accident; (b) damage in transit or from external sources; (c) overloading of machine capacity; (d) failures which are due to a lack of
proper maintenance or care as prescribed in the operating and maintenance instructions; (e) normal wear and tear or relatively minor adjustments; (f) replacement of consumable items (including,
but not limited to, heating elements, silicon pads and Teflon cloth/tape); (g) repairs or alterations performed by any organization other than Sharp or Sharp's authorized service centers and
(h) parts, accessories, or other items manufactured by others which are in any way used and/or installed in or on the machine; such machine components may be covered under their own
manufacturer's warranties. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED,
INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS WARRANTY SHALL CONSTITUTE THE SOLE REMEDY OF BUYER
AND THE SOLE LIABILITY OF SHARP, WHETHER IN CONTRACT, TORT OR STRICT LIABILITY. IN NO EVENT SHALL SHARP BE LIABLE FOR ANY LOSS PROFITS OR OTHER
INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF, RELATED TO, OR CONNECTED WITH THE FURNISHING, PERFORMANCE, USE OF OR INABILITY TO USE
THE MACHINE, EVEN IF SHARP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM AGAINST BUYER BY ANY OTHER PARTY. Buyer shall give written
notice to Sharp of any alleged failure or refusal of Sharp to repair or replace as promised by this warranty within fifteen (15) days after Buyer learns of the alleged failure or refusal. If Buyer fails to
do so, this warranty shall be void as to the alleged failure or refusal. No action for breach of this warranty shall be commenced more than one year after the cause of action accrues. No
modification of this warranty or waiver of its terms shall be binding on Sharp unless approved in writing by an authorized corporate officer of Sharp. This warranty is the entire warranty given by
Sharp on the machine and supersedes any prior statements or representations.
9.
INDEMNIFICATION:
Buyer agrees to indemnify and hold Sharp harmless from all claims, demands, losses, damages, costs and expenses, including legal fees, arising out of: (a) any machine
subjected to misuse, abuse, or accident; (b) damage in transit or from external sources; (c) overloading of machine capacity; (d) failures which are due to a lack of proper maintenance or care as
prescribed in the operating and maintenance instructions; (e) normal wear and tear or relatively minor adjustments; (f) replacement of consumable items (including, but not limited to, heating
elements, silicon pads and teflon cloth/tape); (g) repairs or alterations performed by any organization other than Sharp or Sharp's authorized service centers and (h) parts, accessories, or other
items manufactured by others which are in any way used and/or installed in or on the machine.
10.
COLLECTION:
If Sharp commences any action against buyer to collect any amount due from Buyer to Sharp in connection with the order, Buyer shall pay Sharp’s costs of collection, including
reasonable attorneys’ fees, whether incurred before or after judgment.
11.
GENERAL:
The "Agreement" means only the provisions of these Standard Terms and Conditions. Acceptance of Buyer's order is expressly made conditional on Buyer’s assent to these Standard
Terms and Conditions. The Agreement states the entire agreement of the parties concerning the order. The Agreement supersedes all prior agreements, communications, and representations
between Buyer and Sharp concerning the order, including any provisions in any order or other form initiated by Buyer which are not expressly accepted by Sharp in writing. The Agreement may not
be modified or amended except by written agreement of Sharp signed by an authorized corporate officer of Sharp. Sharp's remedies under the Agreement shall be cumulative. Sharp's election of
one remedy shall not preclude pursuit of other remedies. Sharp's waiver of any right shall not prevent Sharp from exercising that right subsequently. Any notice to Buyer shall be deemed given
when (a) mailed to Buyer by first class mail at its last known address, or (b) transmitted to Buyer by facsimile at its last known facsimile number, or (c) received by Buyer, whichever is first. If any
part of the Agreement is invalid, the rest of the Agreement shall remain in effect.
12.
GOVERNING LAW AND FORUM:
The Agreement shall be interpreted under and governed by the laws of the United States and the State of Wisconsin. Any action arising out of, related to, or
connected with the Agreement or machines sold under the Agreement shall be commenced only in the United States District Court for the Eastern District of Wisconsin or the Circuit Court for
Waukesha County, Wisconsin. Buyer consents to personal jurisdiction and venue in such courts.
Revised: November 27, 2006 Supersedes: July 19, 2006
Sharp Packaging Systems P.O. Box 124 Sussex, WI 53089, USA 1-800-634-6359 FAX (262) 246-8885
