General Terms and Conditions of Sale, Quotation Department, Dutton-Lainson Company
The Terms and Conditions of Sale set forth herein, and supplements which may be attached hereto constitute the full and final expression of the contract for equipment or services as described in the quotation (hereinafter referred to as Equipment) between Dutton-Lainson Company through its Quotation Department (hereinafter referred to as Seller) and the Buyer, and supersedes all prior quotations, purchase orders, correspondence or communications whether written or oral between the Seller and the Buyer.
Notwithstanding any contrary language in the Buyer’s purchase order or other acceptance, Buyer shall be bound by these Terms and Conditions of Sale when it returns its purchase order or otherwise indicates acceptance of this contract, or when it accepts delivery from Seller of the Equipment.
Acceptance of the contract is expressly limited to acceptance of the Terms and Conditions of Sale stated herein and any additional or different terms proposed by Buyer are rejected unless expressly agreed to in writing by Seller.
No contract shall exist except as herein provided. No statement, representation or warranty not contained herein shall be binding on the Seller unless made in writing by an officer or other authorized representative of the Seller.
1. Orders
A. All orders, where equipment to be supplied is to be manufactured for a specific order, are received subject to acceptance by an authorized representative at the plant of manufacture.
B. All orders must be firm commitments giving either complete item description (catalog numbers where applicable) including prices, quantity, and shipping requirements. Typographical and clerical errors in quotations, orders, and acknowledgements are subject to correction.
2. Material
A. The quantities shown on this quotation are merely the Seller’s estimate and are not a guarantee as to the required number of items for this project.
B. This quotation is based on Seller’s interpretation of the specifications and drawings. It is the responsibility of the Buyer to verify quantities, descriptions, and local code jurisdictions, to insure accuracy and acceptability.
C. Items not listed on this quotation are not included as part of this quotation.
D. The Seller cannot be held responsible for delays in delivery caused by fires, strikes, floods, or other unavoidable delays beyond Seller’s control.
E. When material releases are made which are shipped directly from the manufacturer, the release must include all items quoted for that manufacturer.
3. Prices
A. All published prices and discounts are subject to change without notice. Written quotations expire thirty (30) calendar days from the date of quotation, unless withdrawn sooner. Verbal quotations expire twenty-four (24) hours after they are made. All prices are quoted F.O.B. the place of shipment in accordance with our freight policy. Federal, state, and local taxes including without limitation all sales, use, excise, personal property and other taxes assessed upon any sales and which Seller is obligated to prepay and which shall be added to the purchase price of the equipment.
B. Seller assumes no liability for import duties or other taxes imposed by a foreign country.
C. Seller reserves the right to revise prices of work-in-process the production of which is delayed for a period in excess of thirty (30) days due to any action on the part of the Buyer.
D. The prices quoted do not include sales, privilege, use, excise or other similar tax; local state or federal. The amount of any such tax which the Seller pays because of the furnishing of said material shall be paid to the Seller by the Buyer upon presentation of the invoice.
4. Payment Terms
A. The Seller’s payment terms on material contained in this quotation are Net, 10th prox, unless noted otherwise.
B. Buyer agrees to pay its account in accordance with the terms of the sale for the particular products purchased from time to time from the Seller and further agrees to pay a late payment charge on any past due balance at the rate of 24% per annum or at the maximum rate permitted under the law of the Buyers state of residence, whichever is less.
5. Freight / Freight Terms
A. All merchandise quoted is F.O.B. origin with full freight allowed to the Buyers business location unless otherwise noted.
B. Risk of loss or damage to the equipment shall pass to the Buyer at the F.O.B. point unless the Seller specifically in writing agrees otherwise.
6. Return Conditions
A. Any merchandise furnished as per this quotation cannot be returned without prior written approval of the Sellers Quotation Department Manager or his authorized representative.
B. Return charges will be based on Sellers return goods policy, if the item is currently being stocked by the company.
C. All charges for non-stock items will be based on the manufacturers return goods policy.
7. Warranties
A. The Seller passes along the warranty of the manufacturer’s equipment covered by this agreement. This express warranty is in lieu of and excludes all other representations made by advertisements or by agents and all other warranties, both express and implied. There are not implied warranties of merchantability or fitness for a particular purpose for the products covered by this contract. Seller warrants that the equipment sold is as described in this contract, but no promise, description, affirmation of fact, sample, model, or representation, oral or written, shall be deemed a part of this agreement unless set forth herein or made in writing and signed by an authorized representative of the Seller.
B. The remedies provided in this paragraph are exclusive and in no effect shall Seller be liable for any damages, whether direct, indirect, or immediate, forseeable, consequential, or negligence. Seller shall not be liable for any expenses incurred by the Buyer or any other person by reason of the use, misuse, sale or fabrication of the equipment, regardless of whether the equipment conforms to the specifications.
8. Penalty or Liquidated Damages
Contracts which include Penalty or Liquidation Damage clauses for failure to meet shipping promises are not acceptable or binding on Seller unless such clauses are specifically accepted in writing by an officer or other authorized representative of Dutton-Lainson Company at its headquarters office.
9. Waiver
The failure of the Seller to insist in any one or more instances upon the performance of any of the terms or conditions of this contract or the failure of Seller to exercise any of its rights hereunder shall not be construed as a waiver or relinquishment of any such term, condition, or right thereunder and shall not affect the Sellers right to insist on strict performance and compliance with regard to any unexecuted portion of this contract for future performance of these terms and conditions.
