Industrial Series
Quincy Compressor
50263-106, October 2004
22
3501 Wisman Lane, Quincy IL - 62305-3116
QUINCY COMPRESSOR
STANDARD TERMS AND CONDITIONS
LEGAL EFFECT: Except as expressly otherwise agreed to in writing by an
authorized representative of Seller, the following terms and conditions shall
apply to and form a part of this order and any additional and/or different terms
of Buyer’s purchase order or other form of acceptance are rejected in advance
and shall not become a part of this order.
The rights of Buyer hereunder shall be neither assignable nor transferable
except with the written consent of Seller.
This order may not be canceled or altered except with the written consent
of Seller and upon terms which will indemnify Seller against all loss
occasioned thereby. All additional costs incurred by Seller due to changes in
design or specifications, modification of this order or revision of product must
be paid for by Buyer.
In addition to the rights and remedies conferred upon Seller by this order,
Seller shall have all rights and remedies conferred at law and in equity and
shall not be required to proceed with the performance of this order if Buyer
is in default in the performance of such order or of any other contract or order
with seller.
TERMS OF PAYMENT: Unless otherwise specified in the order acknowl-
edgment, the terms of payment shall be 1% 15, net forty-five (45) days after
shipment. These terms shall apply to partial as well as complete shipments.
If any proceeding be initiated by or against Buyer under any bankruptcy or
insolvency law, or in the judgment of Seller the financial condition of Buyer,
at the time the equipment is ready for shipment, does not justify the terms of
payment specified, Seller reserves the right to require full payment in cash
prior to making shipment. If such payment is not received within fifteen (15)
days after notification of readiness for shipment, Seller may cancel the order
as to any unshipped item and require payment of its reasonable cancellation
charges.
If Buyer delays shipment, payments based on date of shipment shall
become due as of the date when ready for shipment. If Buyer delays
completion of manufacture, Seller may elect to require payment according to
percentage of completion. Equipment held for Buyer shall be at Buyer’s risk
and storage charges may be applied at the discretion of Seller.
Accounts past due shall bare interest at the highest rate lawful to contract
for but if there is no limit set by law, such interest shall be eighteen percent
(18%). Buyer shall pay all cost and expenses, including reasonable attorney’s
fees, incurred in collecting the same, and no claim, except claims within
Seller’s warranty of material or workmanship, as stated below, will be
recognized unless delivered in writing to Seller within thirty (30) days after
date of shipment.
TAXES: All prices exclude present and future sales, use, occupation,
license, excise, and other taxes in respect of manufacture, sales or delivery,
all of which shall be paid by Buyer unless included in the purchase price at
the proper rate or a proper exemption certificate is furnished.
ACCEPTANCE: All offers to purchase, quotations and contracts of sales
are subject to final acceptance by an authorized representative at Seller’s
plant.
DELIVERY: Except as otherwise specified in this quotation, delivery will
be F. O. B. point of shipment. In the absence of exact shipping instruction,
Seller will use its discretion regarding best means of insured shipment. No
liability will be accepted by Seller for so doing. All transportation charges are
at Buyer’s expense. Time of delivery is an estimate only and is based upon
the receipt of all information and necessary approvals. The shipping schedule
shall not be construed to limit seller in making commitments for materials or
in fabricating articles under this order in accordance with Seller’s normal and
reasonable production schedules.
Seller shall in no event be liable for delays caused by fires, acts of God,
strikes, labor difficulties, acts of governmental or military authorities, delays
in transportation or procuring materials, or causes of any kind beyond Seller’s
control. No provision for liquidated damages for any cause shall apply under
this order. Buyer shall accept delivery within thirty (30) days after receipt of
notification of readiness for shipment. Claims for shortages will be deemed
to have been waived if not made in writing with ten (10) days after the receipt
of the material in respect of which any such shortage is claimed. Seller is not
responsible for loss or damage in transit after having received “In Good
Order” receipt from the carrier. All claims for loss or damage in transit should
be made to the carrier.
TITLE & LIEN RIGHTS: The equipment shall remain personal property,
regardless of how affixed to any realty or structure. Until the price (including
any notes given therefore) of the equipment has been fully paid in cash, Seller
shall, in the event of Buyer’s default, have the right to repossess such
equipment.
PATENT INFRINGMENT: If properly notified and given an opportunity
to do so with friendly assistance, Seller will defend Buyer and the ultimate
user of the equipment from any actual or alleged infringement of any
published United States patent by the equipment or any part thereof furnished
pursuant hereto (other than parts of special design, construction, or manufac-
ture specified by and originating with Buyer), and will pay all damages and
costs awarded by competent court in any suit thus defended or of which it may
have had notice and opportunity to defend as aforesaid.
STANDARD WARRANTY: Seller warrants that products of its own
manufacture will be free from defects in workmanship and materials under
normal use and service for the period specified in the product instruction
manual. Warranty for service parts will be Ninety (90) days from date of
factory shipment. Electric Motors, gasoline and diesel engines, electrical
apparatus and all other accessories, components and parts not manufactured
by Seller are warranted only to the extent of the original manufacturer’s
warranty.
Notice of the alleged defect must be given to the Seller, in writing with all
identifying details including serial number, type of equipment and date of
purchase within thirty (30) days of the discovery of the same during the
warranty period.
Seller’s sole obligation on this warranty shall be, at its option, to repair or
replace or refund the purchase price of any product or part thereof which
proves to be defective. If requested by Seller, such product or part thereof
must be promptly returned to seller, freight prepaid, for inspection.
Seller warrants repaired or replaced parts of its own manufacture against
defects in materials and workmanship under normal use and service for ninety
(90) days or for the remainder of the warranty on the product being repaired.
This warranty shall not apply and Seller shall not be responsible or liable
for:
(a)
Consequential, collateral or special losses or damages;
(b)
Equipment conditions caused by fair wear and tear, abnormal conditions of
use, accident, neglect or misuse of equipment, improper storage or damage
resulting during shipping;
(c)
Deviation from operating instructions, specifications or other special terms
of sale;
(d)
Labor charges, loss or damage resulting from improper operation, mainte-
nance or repairs made by person(s) other than Seller or Seller’s authorized
service station.
In no event shall Seller be liable for any claims whether arising from breach
of contract or warranty or claims of negligence or negligent manufacture in
excess of the purchase price.
THIS WARRANTY IS THE SOLE WARRANTY OF SELLERS AND
ANY OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED IN
LAW OR IMPLIED IN FACT, INCLUDING ANY WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR PARTICULAR USE ARE
HEREBY SPECIFICALLY EXCLUDED.
LIABILITY LIMITATIONS: Under no circumstances shall the Seller have
any liability for liquidated damages or for collateral, consequential or special
damages or for loss of profits, or for actual losses or for loss of production or
progress of construction, whether resulting from delays in delivery or perfor-
mance, breach of warranty, negligent manufacture or otherwise.
ENVIROMENTAL AND OSHA REQUIREMENTS: At the time of ship-
ment of the equipment from the factory, Quincy Compressor / Ortman Fluid
Power will comply with the various Federal, State and local laws and
regulations concerning occupational health and safety and pollution. How-
ever, in the installation and operation of the equipment and other matters over
which the seller has no control, the Seller assumes no responsibility for
compliance with those laws and regulations, whether by the way of indem-
nity, warranty or otherwise.
June 30, 2003
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